Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 31, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001645569 | |
Entity File Number | 001-40794 | |
Entity Registrant Name | DICE THERAPEUTICS, INC. | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Tax Identification Number | 47-2286244 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 400 East Jamie Court | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | South San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94080 | |
City Area Code | 650 | |
Local Phone Number | 566-1420 | |
Entity Common Stock, Shares Outstanding | 47,790,092 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Trading Symbol | DICE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 73,464 | $ 461,393 |
Marketable securities | 454,919 | 112,832 |
Prepaid expenses and other current assets | 3,921 | 3,537 |
Total current assets | 532,304 | 577,762 |
Property and equipment, net | 4,436 | 2,921 |
Restricted cash | 198 | 198 |
Operating lease right-of-use assets | 12,317 | 13,097 |
Other noncurrent assets | 1,418 | |
TOTAL ASSETS | 550,673 | 593,978 |
CURRENT LIABILITIES: | ||
Accounts payable | 3,414 | 3,075 |
Accrued expenses and other current liabilities | 15,623 | 10,650 |
Operating lease liabilities, current portion | 1,534 | 1,424 |
Total current liabilities | 20,571 | 15,149 |
Operating lease liabilities, noncurrent portion | 11,046 | 11,841 |
TOTAL LIABILITIES | 31,617 | 26,990 |
STOCKHOLDERS’ EQUITY | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.0001 par value; 500,000,000 shares authorized; 47,790,092 and 47,707,691 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 5 | 5 |
Additional paid-in capital | 767,105 | 755,174 |
Accumulated deficit | (248,056) | (187,594) |
Accumulated other comprehensive income (loss) | 2 | (597) |
TOTAL STOCKHOLDERS’ EQUITY | 519,056 | 566,988 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 550,673 | $ 593,978 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock Class Undefined | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 47,790,092 | 47,707,691 |
Common stock, shares outstanding | 47,790,092 | 47,707,691 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating expenses: | ||||
Research and development | $ 28,201 | $ 14,330 | $ 51,862 | $ 27,740 |
General and administrative | 11,296 | 7,414 | 19,210 | 12,862 |
Total operating expenses | 39,497 | 21,744 | 71,072 | 40,602 |
Loss from operations | (39,497) | (21,744) | (71,072) | (40,602) |
Other income (expense): | ||||
Interest and other income, net | 4,681 | 487 | 10,610 | 814 |
Interest expense | (65) | 125 | ||
Loss on extinguishment of debt | (200) | (200) | ||
Net loss | (34,816) | (21,522) | (60,462) | (40,113) |
Other comprehensive income (loss): | ||||
Reclassification of impairment of marketable securities recognized in interest and other income, net | 1,771 | 1,771 | ||
Unrealized loss on marketable securities | (1,472) | (442) | (1,172) | (1,524) |
Total other comprehensive income (loss) | 299 | (442) | 599 | (1,524) |
Comprehensive loss | $ (34,517) | $ (21,964) | $ (59,863) | $ (41,637) |
Net loss per share, basic | $ (0.74) | $ (0.58) | $ (1.28) | $ (1.08) |
Net loss per share, diluted | $ (0.74) | $ (0.58) | $ (1.28) | $ (1.08) |
Weighted-average shares used in computing net loss per share, basic | 47,310,035 | 37,362,715 | 47,251,901 | 37,312,479 |
Weighted-average shares used in computing net loss per share, diluted | 47,310,035 | 37,362,715 | 47,251,901 | 37,312,479 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Balance at Dec. 31, 2021 | $ 312,949 | $ 4 | $ 416,710 | $ (103,707) | $ (58) |
Balance (Shares) at Dec. 31, 2021 | 38,224,299 | ||||
Issuance of common stock upon exercise of stock options | 84 | 84 | |||
Issuance of common stock upon exercise of stock options (Shares) | 4,976 | ||||
Stock-based compensation | 1,809 | 1,809 | |||
Other comprehensive (loss) gain | (1,082) | (1,082) | |||
Net loss | (18,591) | (18,591) | |||
Balance at Mar. 31, 2022 | 295,169 | $ 4 | 418,603 | (122,298) | (1,140) |
Balance (Shares) at Mar. 31, 2022 | 38,229,275 | ||||
Balance at Dec. 31, 2021 | 312,949 | $ 4 | 416,710 | (103,707) | (58) |
Balance (Shares) at Dec. 31, 2021 | 38,224,299 | ||||
Other comprehensive (loss) gain | (1,524) | ||||
Net loss | (40,113) | ||||
Balance at Jun. 30, 2022 | 277,935 | $ 4 | 423,333 | (143,820) | (1,582) |
Balance (Shares) at Jun. 30, 2022 | 38,210,826 | ||||
Balance at Mar. 31, 2022 | 295,169 | $ 4 | 418,603 | (122,298) | (1,140) |
Balance (Shares) at Mar. 31, 2022 | 38,229,275 | ||||
Forfeiture of unvested common stock | (18,449) | ||||
Stock-based compensation | 4,208 | 4,208 | |||
Issuance of common stock warrant | 522 | 522 | |||
Other comprehensive (loss) gain | (442) | (442) | |||
Net loss | (21,522) | (21,522) | |||
Balance at Jun. 30, 2022 | 277,935 | $ 4 | 423,333 | (143,820) | (1,582) |
Balance (Shares) at Jun. 30, 2022 | 38,210,826 | ||||
Balance at Dec. 31, 2022 | 566,988 | $ 5 | 755,174 | (187,594) | (597) |
Balance (Shares) at Dec. 31, 2022 | 47,707,691 | ||||
Issuance of common stock upon exercise of stock options | 374 | 374 | |||
Issuance of common stock upon exercise of stock options (Shares) | 20,690 | ||||
Stock-based compensation | 4,889 | 4,889 | |||
Other comprehensive (loss) gain | 300 | 300 | |||
Net loss | (25,646) | (25,646) | |||
Balance at Mar. 31, 2023 | 546,905 | $ 5 | 760,437 | (213,240) | (297) |
Balance (Shares) at Mar. 31, 2023 | 47,728,381 | ||||
Balance at Dec. 31, 2022 | 566,988 | $ 5 | 755,174 | (187,594) | (597) |
Balance (Shares) at Dec. 31, 2022 | 47,707,691 | ||||
Other comprehensive (loss) gain | 599 | ||||
Net loss | (60,462) | ||||
Balance at Jun. 30, 2023 | 519,056 | $ 5 | 767,105 | (248,056) | 2 |
Balance (Shares) at Jun. 30, 2023 | 47,790,092 | ||||
Balance at Mar. 31, 2023 | 546,905 | $ 5 | 760,437 | (213,240) | (297) |
Balance (Shares) at Mar. 31, 2023 | 47,728,381 | ||||
Issuance of common stock upon exercise of stock options | 1,165 | 1,165 | |||
Issuance of common stock upon exercise of stock options (Shares) | 63,615 | ||||
Forfeiture of unvested common stock | (1,904) | ||||
Stock-based compensation | 5,503 | 5,503 | |||
Other comprehensive (loss) gain | 299 | 299 | |||
Net loss | (34,816) | (34,816) | |||
Balance at Jun. 30, 2023 | $ 519,056 | $ 5 | $ 767,105 | $ (248,056) | $ 2 |
Balance (Shares) at Jun. 30, 2023 | 47,790,092 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | |
Cash flows from operating activities: | |||
Net loss | $ (21,522) | $ (60,462) | $ (40,113) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 537 | 368 | |
Stock-based compensation | 10,392 | 6,017 | |
Impairment of marketable securities | 1,771 | ||
Gain on asset disposal | (28) | ||
Amortization of operating lease right-of-use assets | 780 | 851 | |
Amortization of (discount) premium for marketable securities | (6,843) | 568 | |
Loss on extinguishment of debt | 200 | 200 | |
Amortization of debt issuance costs | 48 | ||
Other non-cash items | 500 | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | (1,838) | 1,083 | |
Accounts payable | 353 | 287 | |
Accrued expenses and other liabilities | 4,983 | (310) | |
Operating lease liabilities | (685) | (577) | |
Net cash used in operating activities | (51,012) | (31,106) | |
Cash flows from investing activities: | |||
Purchases of property and equipment | (2,031) | (1,276) | |
Purchases of marketable securities | (451,687) | (110,112) | |
Proceeds from maturities of marketable securities | 115,271 | 46,061 | |
Net cash used in investing activities | (338,447) | (65,327) | |
Cash flows from financing activities: | |||
Repayment of term loan | (2,644) | ||
Proceeds from issuance of common stock upon exercise of stock options | 1,589 | 84 | |
Payments of public offering costs | (54) | ||
Payments of Series C issuance costs | (192) | ||
Payments of debt issuance costs | (24) | ||
Payments for tax distributions | (5) | ||
Net cash provided by (used in) financing activities | 1,530 | (2,776) | |
Net decrease in cash, cash equivalents and restricted cash | (387,929) | (99,209) | |
Cash, cash equivalents and restricted cash at beginning of period | 461,591 | 116,174 | |
Cash, cash equivalents and restricted cash at end of period | 16,965 | 73,662 | 16,965 |
Supplemental non-cash operating information: | |||
Right-of-use assets obtained in exchange for lease liabilities | 14,477 | ||
Supplemental non-cash investing and financing information: | |||
Property and equipment additions included in accounts payable and accrued liabilities | 65 | 762 | |
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets: | |||
Cash and cash equivalents | 16,767 | 73,464 | 16,767 |
Restricted cash | 198 | 198 | 198 |
Total cash, cash equivalents and restricted cash | $ 16,965 | $ 73,662 | $ 16,965 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business DICE Therapeutics, Inc. (“DICE”, or the “Company”), a successor to DiCE Molecules Holdings, LLC (“DiCE LLC”), is a Delaware Corporation headquartered in South San Francisco, California. DICE is a biopharmaceutical company leveraging its proprietary technology platform to build a pipeline of novel oral therapeutic candidates to treat chronic diseases in immunology and other therapeutic areas. The Company’s platform, DELSCAPE, is designed to discover selective oral small molecules with the potential to modulate protein-protein interactions (“PPIs”) as effectively as systemic biologics. Liquidity The Company has incurred significant operating losses since inception and has relied primarily on public and private equity to fund its operations. As of June 30, 2023, the Company had an accumulated deficit of $ 248.1 million . The Company expects to continue to incur substantial losses, and its ability to achieve and sustain profitability will depend on the successful development, approval, and commercialization of product candidates and on the achievement of sufficient revenue to support its cost structure. The Company may never achieve profitability, and until then, the Company will need to continue to raise additional capital. As of June 30, 2023, the Company had cash, cash equivalents, and marketable securities of $ 528.4 million . Based on the current plan, the Company believes that its cash, cash equivalents, and marketable securities as of June 30, 2023 provide sufficient capital resources to continue its operations for at least twelve months from the issuance date of these unaudited condensed consolidated financial statements. Pending Transaction with Eli Lilly and Company On June 18, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Eli Lilly and Company (“Lilly” or “Parent”) and Durning Acquisition Corporation, a wholly owned subsidiary of Lilly (“Merger Sub”). On the terms and subject to the conditions of the Merger Agreement, Merger Sub commenced a cash tender offer (the “Offer”) to purchase all of the outstanding shares of the Company’s common stock at a price of $ 48.00 per share, net to the seller in cash, without interest, and less any applicable tax withholding. Following consummation of the Offer, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). If the Merger Agreement is terminated under specified circumstances, the Company will be required to pay Parent a termination fee of $ 92 million. The Offer and the Merger are subject to customary closing conditions and is anticipated to close in the third quarter of 2023, assuming satisfaction or waiver of all of the conditions of the Offer and the Merger. If the Merger is consummated, the Company will cease to be a publicly traded company. Concurrently with the execution of the Merger Agreement, Parent entered into tender and support agreements (the “Support Agreements”) with certain stockholders of the Company (the “Supporting Stockholders”), who in the aggregate beneficially owned approximately 18 % of the Company common stock as of June 18, 2023, pursuant to which such Supporting Stockholders have agreed, among other things, to tender their shares of Company common stock in the Offer and to vote against certain matters at meetings of the Company’s stockholders would reasonably be expected to impede, delay or prevent, the Offer, the Merger or other transactions contemplated by the Merger Agreement (“Transactions”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) as defined by the Financial Accounting Standards Board (“FASB”). Consolidation The condensed consolidated financial statements include the accounts of DICE Therapeutics, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expense during the reporting period. The Company evaluates its estimates, including those related to the fair value of common stock warrants, income taxes uncertainties, stock-based compensation, lease assets and liabilities, clinical trial accruals, and related assumptions on an ongoing basis using historical experience and other factors that are believed to be reasonable under the circumstances, and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from these estimates. Unaudited Interim Condensed Consolidated Financial Statements The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all necessary adjustments, which include only normal recurring adjustments necessary to present fairly the Company’s financial position as of June 30, 2023, and its results of operations and comprehensive loss and changes in stockholders’ equity and members’ deficit for the three and six months ended June 30, 2023 and 2022 and its cash flows for the six months ended June 30, 2023 and 2022. The financial data and the other financial information contained in these notes to the condensed consolidated financial statements related to the three and six month periods are also unaudited. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other future annual or interim period. These condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2022 , as filed on March 15, 2023. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (“Topic 326”). This standard requires measurement and recognition of expected credit losses for financial assets. The FASB subsequently issued clarifications to this standard. The Company adopted Topic 326 on a modified retrospective basis on January 1, 2023 . The adoption did not have a material impact on its condensed consolidated financial statements and related disclosures. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The fair value hierarchy consists of the following three levels: Level 1 —Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 —Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 —Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): June 30, 2023 Level 1 Level 2 Level 3 Total Money market funds $ 72,813 $ — $ — $ 72,813 US treasury securities 103,424 — — 103,424 Agency securities — 108,697 — 108,697 Corporate securities and commercial paper — 240,800 — 240,800 Asset-backed securities — 1,998 — 1,998 Total assets measured at fair value $ 176,237 $ 351,495 $ — $ 527,732 December 31, 2022 Level 1 Level 2 Level 3 Total Money market funds $ 459,184 $ — $ — $ 459,184 US treasury securities 24,570 — — 24,570 Corporate securities and commercial paper — 80,266 — 80,266 Asset-backed securities — 7,996 — 7,996 Total assets measured at fair value $ 483,754 $ 88,262 $ — $ 572,016 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | 4. Investments The amortized cost, unrealized gain and loss, and fair value of the Company’s investments in marketable securities by major security type are as follows (in thousands): June 30, 2023 Amortized Cost Unrealized Gain Unrealized Loss Fair Value Money market funds $ 72,813 $ — $ — $ 72,813 US treasury securities 103,424 — — 103,424 Agency securities 108,697 — — 108,697 Corporate securities and commercial paper 240,798 2 — 240,800 Asset-backed securities 1,998 — — 1,998 Total $ 527,730 $ 2 $ — $ 527,732 December 31, 2022 Amortized Cost Unrealized Gain Unrealized Loss Fair Value Money market funds $ 459,184 $ — $ — $ 459,184 US treasury securities 24,715 — ( 145 ) 24,570 Corporate securities and commercial paper 80,706 — ( 440 ) 80,266 Asset-backed securities 8,008 — ( 12 ) 7,996 Total $ 572,613 $ — $ ( 597 ) $ 572,016 During the three and six months ended June 30, 2023 and 2022 , there have been no realized gains or losses on investments. At June 30, 2023, the Company reviewed its investment portfolio to assess whether the unrealized losses on its investments were temporary. In making the determination whether the decline in fair value was temporary, the Company evaluated whether it intended to hold the investments in an unrealized loss position and whether it was more likely than not that the Company would be required to sell the investments before recovery of their amortized cost basis. The Company does not intend to hold its investments in an unrealized loss position before recovery of their amortized cost basis and recorded an other than temporary impairment of $ 1.8 million during the three and six months ended June 30, 2023 . The impairment was recognized as a component of “Interest and other income, net” in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. As of June 30, 2023, the Company had no remaining marketable securities in an unrealized loss position. As of June 30, 2023 and December 31, 2022 , no allowance for credit losses was recorded. As of June 30, 2023, the remaining maturity of the Company’s marketable securities, by maturity date, were as follows (in thousands): Amount Due within one year $ 375,166 Due after one through five years 79,753 Total marketable securities $ 454,919 |
Collaboration Agreement
Collaboration Agreement | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Collaboration Agreement | 5. Collaboration Agreement 2015 Sanofi Collaboration Agreement In December 2015, the Company entered into a license and collaboration agreement (the “Sanofi Agreement”) with Aventis, Inc. (“Sanofi”), which was amended and restated in August 2017 (as amended, the “2015 Collaboration Agreement”). Under the Sanofi Agreement, the Company agreed to provide research services on identified targets and to grant Sanofi an exclusive option to license to develop and commercialize (as applicable), certain compounds into products within the time frames specified therein. In particular, the Company agreed to identify, in two or more screening libraries, compounds that bind to seven agreed upon immuno-oncology targets and to generate collaboration compounds for use by Sanofi to develop and commercialize collaboration products. No revenue was recognized related to the Sanofi Agreement, as amended, for the three and six months ended June 30, 2023 and 2022. In March 2022, Sanofi notified the Company that it no longer intended to develop therapeutic candidates under the Sanofi Agreement and terminated the agreement effective as of July 13, 2022. As a result, the Company regained worldwide rights to the previously partnered oral immuno-oncology program in July 2022. Under the Sanofi Agreement, the Company earned Sum of the Evidence (“SOE”) points depending on the milestone achieved and Sanofi’s elections. In connection with this right, the Company recognized $ 2.0 million in revenue in 2018, when SOE points were earned, and recorded a contract asset. In August 2022, the Company reached a negotiated settlement of the receivable of $ 1.5 million . As of December 31, 2022 the receivable was collected and all related performance obligations have been satisfied. |
Credit Facility
Credit Facility | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Credit Facility | 6. Credit Facility The Company has a senior secured term loan facility, as amended (the “Credit Facility”), with Silicon Valley Bank (“SVB”), now a division of First-Citizens Bank & Trust Company, which provides for term loan advances of up to $ 30.0 million through February 29, 2024 . As of June 30, 2023 , there was no outstanding balance on the Credit Facility. On March 10, 2023, SVB was closed by the California Department of Financial Protection and Innovation, which also appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. On March 27, 2023, First-Citizens Bank & Trust Company, a subsidiary of First Citizens BancShares, Inc. (“First Citizens”) announced that it had entered into an agreement with the FDIC to substantially purchase all loans and certain other assets, and assume all customer deposits and certain other liabilities of SVB, including the Credit Facility. The Company’s Credit Facility is now ultimately held by First Citizens, and First Citizens’ management has communicated to SVB’s customers, including DICE, that there is no change to its agreements currently in place with SVB. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity Initial Public Offering On September 17, 2021, the Company closed its initial public offering (the “IPO”) in which it sold an aggregate of 13,800,000 shares of common stock at a price to the public of $ 17.00 per share, which included 1,800,000 shares issued upon the full exercise by the underwriters of their option to purchase additional shares of common stock. The Company received aggregate net proceeds from the IPO of approximately $ 214.7 million, after deducting underwriting discounts and commissions. October 2022 Public Offering On October 17, 2022, the Company closed an underwritten follow-on public offering (“Follow-on Offering”) in which it sold an aggregate of 9,452,054 shares of common stock, which included the exercise in full by the underwriters of their option to purchase 1,232,876 shares of common stock, at an offering price of $ 36.50 per share. Proceeds from the Follow-on Offering were approximately $ 323.7 million, after deducting underwriting discounts and offering costs. ATM Sales Agreement On March 15, 2023, the Company entered into an ATM Equity Offering Sales Agreement (the “ATM Sales Agreement”) with BofA Securities, Inc. (“BofA”) and Stifel, Nicolaus & Company, Incorporated (“Stifel”), pursuant to which the Company may issue and sell shares of its common stock from time to time at its sole discretion through BofA and Stifel as its sales agents, by any method permitted that is deemed to be an “at the market offering” (“ATM”) as defined in Rule 415(a)(4) promulgated under the Securities Act (the “ATM Program”) having an aggregate offering price of up to $ 150.0 million. The Company will pay BofA and Stifel a commission of up to 3 % of the gross proceeds from each sale of the shares pursuant to the ATM Sales Agreement. The Company’s common stock will be sold at prevailing market prices at the time of the sale, and, as a result, prices may vary. The Company is not obligated to make any sales of shares of its common stock under the ATM Program. As of June 30, 2023 , no shares have been sold under the ATM Program. Common Stock Warrants As of June 30, 2023 and December 31, 2022 , the Company had an outstanding common stock warrant, issued to SVB in June 2022, to purchase 42,349 shares of common stock at an exercise price of $ 14.43 per share. The outstanding warrant expires on June 26, 2032 . |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 8. Stock-Based Compensation 2021 Equity Incentive Plan In January 2023, the common stock available for issuance under the 2021 Equity Incentive Plan automatically increased by 5 % of the total number of shares of the Company’s capital stock outstanding on December 31, 2022, or 2,385,384 shares. 2021 Employee Stock Purchase Plan In January 2023, the common stock available for issuance under the 2021 Employee Stock Purchase Plan automatically increased by 1 % of the total number of shares of the Company’s capital stock outstanding on December 31, 2022, or 477,076 shares. Stock-Based Compensation Expense The Company recognized stock-based compensation as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Research and development $ 3,063 $ 2,077 $ 5,693 $ 3,051 General and administrative 2,440 2,131 4,699 2,966 Total stock-based compensation expense $ 5,503 $ 4,208 $ 10,392 $ 6,017 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 9. Net Loss Per Share Basic net loss per share is the same as diluted net loss per share for each period presented, as the effects of potentially dilutive securities are anti-dilutive given the net loss of the Company. The following outstanding potentially dilutive shares have been excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive: Three and Six Months Ended June 30, 2023 2022 Restricted stock subject to future vesting 398,890 797,365 Options to purchase common stock 4,828,189 3,632,869 Restricted stock units 244,150 — Warrants to purchase common stock 42,349 42,349 Total 5,513,578 4,472,583 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) as defined by the Financial Accounting Standards Board (“FASB”). |
Consolidation | Consolidation The condensed consolidated financial statements include the accounts of DICE Therapeutics, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expense during the reporting period. The Company evaluates its estimates, including those related to the fair value of common stock warrants, income taxes uncertainties, stock-based compensation, lease assets and liabilities, clinical trial accruals, and related assumptions on an ongoing basis using historical experience and other factors that are believed to be reasonable under the circumstances, and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from these estimates. |
Unaudited Interim Condensed Consolidated Financial Statements | Unaudited Interim Condensed Consolidated Financial Statements The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all necessary adjustments, which include only normal recurring adjustments necessary to present fairly the Company’s financial position as of June 30, 2023, and its results of operations and comprehensive loss and changes in stockholders’ equity and members’ deficit for the three and six months ended June 30, 2023 and 2022 and its cash flows for the six months ended June 30, 2023 and 2022. The financial data and the other financial information contained in these notes to the condensed consolidated financial statements related to the three and six month periods are also unaudited. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other future annual or interim period. These condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2022 , as filed on March 15, 2023. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (“Topic 326”). This standard requires measurement and recognition of expected credit losses for financial assets. The FASB subsequently issued clarifications to this standard. The Company adopted Topic 326 on a modified retrospective basis on January 1, 2023 . The adoption did not have a material impact on its condensed consolidated financial statements and related disclosures. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis by Level Within Fair Value Hierarchy | The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): June 30, 2023 Level 1 Level 2 Level 3 Total Money market funds $ 72,813 $ — $ — $ 72,813 US treasury securities 103,424 — — 103,424 Agency securities — 108,697 — 108,697 Corporate securities and commercial paper — 240,800 — 240,800 Asset-backed securities — 1,998 — 1,998 Total assets measured at fair value $ 176,237 $ 351,495 $ — $ 527,732 December 31, 2022 Level 1 Level 2 Level 3 Total Money market funds $ 459,184 $ — $ — $ 459,184 US treasury securities 24,570 — — 24,570 Corporate securities and commercial paper — 80,266 — 80,266 Asset-backed securities — 7,996 — 7,996 Total assets measured at fair value $ 483,754 $ 88,262 $ — $ 572,016 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Fair Value Amortized Cost and Unrealized Gain and Loss of Investments in Marketable Securities | The amortized cost, unrealized gain and loss, and fair value of the Company’s investments in marketable securities by major security type are as follows (in thousands): June 30, 2023 Amortized Cost Unrealized Gain Unrealized Loss Fair Value Money market funds $ 72,813 $ — $ — $ 72,813 US treasury securities 103,424 — — 103,424 Agency securities 108,697 — — 108,697 Corporate securities and commercial paper 240,798 2 — 240,800 Asset-backed securities 1,998 — — 1,998 Total $ 527,730 $ 2 $ — $ 527,732 December 31, 2022 Amortized Cost Unrealized Gain Unrealized Loss Fair Value Money market funds $ 459,184 $ — $ — $ 459,184 US treasury securities 24,715 — ( 145 ) 24,570 Corporate securities and commercial paper 80,706 — ( 440 ) 80,266 Asset-backed securities 8,008 — ( 12 ) 7,996 Total $ 572,613 $ — $ ( 597 ) $ 572,016 |
Fair Value of Investments in Marketable Securities | As of June 30, 2023, the remaining maturity of the Company’s marketable securities, by maturity date, were as follows (in thousands): Amount Due within one year $ 375,166 Due after one through five years 79,753 Total marketable securities $ 454,919 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Recognized Stock-Based Compensation | The Company recognized stock-based compensation as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Research and development $ 3,063 $ 2,077 $ 5,693 $ 3,051 General and administrative 2,440 2,131 4,699 2,966 Total stock-based compensation expense $ 5,503 $ 4,208 $ 10,392 $ 6,017 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Outstanding Potentially Dilutive Shares Have Been Excluded from Computation of Diluted Net Loss Per Share Because Their Effect Would have Been Anti-Dilutive | The following outstanding potentially dilutive shares have been excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive: Three and Six Months Ended June 30, 2023 2022 Restricted stock subject to future vesting 398,890 797,365 Options to purchase common stock 4,828,189 3,632,869 Restricted stock units 244,150 — Warrants to purchase common stock 42,349 42,349 Total 5,513,578 4,472,583 |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 18, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Accumulated deficit | $ 248,056 | $ 187,594 | |
Cash, cash equivalents and marketable securities | $ 528,400 | ||
Eli Lilly and Company | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Share price | $ 48 | ||
Termination fee payment | $ 92,000 | ||
Eli Lilly and Company | Supporting Stockholders | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Aggregate ownership percentage | 18% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - ASU 2016-13 | Jun. 30, 2023 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2023 |
Change In Accounting Principle Accounting Standards Update Immaterial Effect | true |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis by Level Within Fair Value Hierarchy (Details) - Recurring Basis - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | $ 527,732 | $ 572,016 |
Agency Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 108,697 | |
Corporate Securities and Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 240,800 | 80,266 |
Asset-backed Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 1,998 | 7,996 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 72,813 | 459,184 |
US Treasuries Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 103,424 | 24,570 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 176,237 | 483,754 |
Level 1 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 72,813 | 459,184 |
Level 1 | US Treasuries Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 103,424 | 24,570 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 351,495 | 88,262 |
Level 2 | Agency Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 108,697 | |
Level 2 | Corporate Securities and Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 240,800 | 80,266 |
Level 2 | Asset-backed Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | $ 1,998 | $ 7,996 |
Investments - Schedule of Fair
Investments - Schedule of Fair Value Amortized Cost and Unrealized Gain and Loss of Investments in Marketable Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 527,730 | $ 572,613 |
Unrealized Gain | 2 | |
Unrealized Loss | (597) | |
Fair Value | 527,732 | 572,016 |
Money Market Funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 72,813 | 459,184 |
Fair Value | 72,813 | 459,184 |
US Treasuries Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 103,424 | 24,715 |
Unrealized Loss | (145) | |
Fair Value | 103,424 | 24,570 |
Agency Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 108,697 | |
Fair Value | 108,697 | |
Corporate Securities and Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 240,798 | 80,706 |
Unrealized Gain | 2 | |
Unrealized Loss | (440) | |
Fair Value | 240,800 | 80,266 |
Asset-backed Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 1,998 | 8,008 |
Unrealized Loss | (12) | |
Fair Value | $ 1,998 | $ 7,996 |
Investments - Additional Inform
Investments - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 USD ($) MarketableSecurities | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) MarketableSecurities | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Investments, Debt and Equity Securities [Abstract] | |||||
Debt securities, available-for-sale, realized gain (loss) | $ 0 | $ 0 | $ 0 | $ 0 | |
Allowance for credit losses | $ 0 | $ 0 | $ 0 | ||
Number of marketable securities in an unrealized loss position | MarketableSecurities | 0 | 0 | |||
Temporary impairment loss | $ (1,771,000) | $ (1,771,000) |
Investments - Schedule of Fai_2
Investments - Schedule of Fair Value of Marketable Securities by Maturity Date (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Investments, Debt and Equity Securities [Abstract] | |
Due within one year | $ 375,166 |
Due after one through five years | 79,753 |
Total marketable securities | $ 454,919 |
Collaboration Agreement - Addit
Collaboration Agreement - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2018 | Aug. 31, 2022 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Negotiated settlement of receivable recorded as accounts receivable, net | $ 1.5 | |||||
2015 Sanofi Collaboration Agreement | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 | ||
Deferred revenue recognized | $ 2 |
Credit Facility - Additional In
Credit Facility - Additional Information (Details) - Loan and Security Agreement - Silicon Valley Bank (SVB) - Term Loan - USD ($) | Jun. 27, 2022 | Jun. 30, 2023 |
Line of Credit Facility [Line Items] | ||
Debt instrument, extension draw date | Feb. 29, 2024 | |
Outstanding balance | $ 0 | |
Maximum | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity of term loan advances | $ 30,000,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | ||||
Mar. 15, 2023 | Oct. 17, 2022 | Sep. 17, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | |
ATM Sales Agreement | |||||
Stockholder's Equity [Line Items] | |||||
Aggregate offering price | $ 150 | ||||
Percentage of gross proceeds commission | 3% | ||||
Number of shares sold | 0 | ||||
Common Stock | Initial Public Offering | |||||
Stockholder's Equity [Line Items] | |||||
Number of shares issued in transaction | 13,800,000 | ||||
Shares issued price per share | $ 17 | ||||
Aggregate net proceeds from initial public offering | $ 214.7 | ||||
Common Stock | Follow-on Public Offering | |||||
Stockholder's Equity [Line Items] | |||||
Number of shares issued in transaction | 9,452,054 | ||||
Shares issued price per share | $ 36.50 | ||||
Aggregate net proceeds from initial public offering | $ 323.7 | ||||
Common Stock | Underwriters' Option to Purchase Additional Shares | |||||
Stockholder's Equity [Line Items] | |||||
Number of shares issued in transaction | 1,232,876 | 1,800,000 | |||
Warrants to Purchase Shares of Common Stock | |||||
Stockholder's Equity [Line Items] | |||||
Warrants to purchase shares of common stock | 42,349 | 42,349 | |||
Warrants exercise price per share | $ 14.43 | $ 14.43 | |||
Common Stock Warrants | |||||
Stockholder's Equity [Line Items] | |||||
Outstanding warrant expiration date | Jun. 26, 2032 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - shares | 1 Months Ended | |
Jan. 31, 2023 | Dec. 31, 2022 | |
2021 Stock Incentive Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Increasing percentage value equal to total number of shares of capital stock outstanding | 5% | |
Number of shares of capital stock outstanding | 2,385,384 | |
2021 Employee Stock Purchase Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Increasing percentage value equal to total number of shares of capital stock outstanding | 1% | |
Number of shares of capital stock outstanding | 477,076 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Recognized Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 5,503 | $ 4,208 | $ 10,392 | $ 6,017 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 3,063 | 2,077 | 5,693 | 3,051 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 2,440 | $ 2,131 | $ 4,699 | $ 2,966 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Outstanding Potentially Dilutive Shares Have Been Excluded from Computation of Diluted Net Loss Per Share Because Their Effect Would have Been Anti-Dilutive (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per unit | 5,513,578 | 4,472,583 | 5,513,578 | 4,472,583 |
Restricted Stock Subject to Future Vesting | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per unit | 398,890 | 797,365 | 398,890 | 797,365 |
Options to Purchase Common Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per unit | 4,828,189 | 3,632,869 | 4,828,189 | 3,632,869 |
Restricted Stock Units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per unit | 244,150 | 244,150 | ||
Warrants to Purchase Common Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per unit | 42,349 | 42,349 | 42,349 | 42,349 |