Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | May 01, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Q32 Bio Inc. | |
Entity Central Index Key | 0001661998 | |
Entity File Number | 001-38433 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-3468154 | |
Entity Address, Address Line One | 830 Winter Street | |
Entity Address, City or Town | Waltham | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02451 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
City Area Code | 781 | |
Local Phone Number | 999-0232 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | QTTB | |
Security Exchange Name | NASDAQ | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 11,942,129 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 115,509 | $ 25,617 |
Short-term investments | 19,803 | 0 |
Prepaid expenses and other current assets | 2,731 | 3,099 |
Total current assets | 138,043 | 28,716 |
Equity method investment | 4,724 | 0 |
Property and equipment, net | 1,659 | 1,782 |
Right-of-use asset, operating leases | 6,160 | 6,301 |
Restricted cash and restricted cash equivalents | 647 | 5,647 |
Other noncurrent assets | 1,101 | 4,611 |
Total assets | 152,334 | 47,057 |
Current liabilities: | ||
Accounts payable | 4,960 | 3,468 |
Accrued expenses and other current liabilities | 19,825 | 9,763 |
CVR liability | 5,080 | 0 |
Venture debt, current portion | 3,088 | 878 |
Total current liabilities | 32,953 | 14,109 |
Lease liability, net of current portion | 6,099 | 6,248 |
Venture debt, net of current portion | 9,400 | 4,581 |
Convertible notes | 0 | 38,595 |
Other noncurrent liabilities | 55,113 | 55,000 |
Total liabilities | 103,565 | 118,533 |
Commitments and contingencies (Note 10) | ||
Temporary equity, convertible preferred stock | 0 | 111,445 |
Stockholders' deficit: | ||
Common stock, $0.0001 par value; 400,000,000 shares authorized, 11,929,520 and 359,569 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 2 | 1 |
Additional paid-in capital | 234,824 | 4,159 |
Accumulated other comprehensive loss | (5) | 0 |
Accumulated deficit | (186,052) | (187,081) |
Total stockholders' equity (deficit) | 48,769 | (182,921) |
Total liabilities, convertible preferred stock and stockholders' deficit | 152,334 | 47,057 |
Series A convertible preferred stock [Member] | ||
Current liabilities: | ||
Temporary equity, convertible preferred stock | 0 | 47,458 |
Series A-1 convertible preferred stock [Member] | ||
Current liabilities: | ||
Temporary equity, convertible preferred stock | 0 | 4,132 |
Series B convertible preferred stock [Member] | ||
Current liabilities: | ||
Temporary equity, convertible preferred stock | $ 0 | $ 59,855 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Common stock, par value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock shares issued | 11,929,520 | 359,569 |
Common stock shares outstanding | 11,929,520 | 359,569 |
Series A convertible preferred stock [Member] | ||
Preferred stock par value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 0 | 2,286,873 |
Preferred stock shares issued | 0 | 2,286,873 |
Preferred stock shares outsstanding | 0 | 2,286,873 |
Preferred stock liquidation preference | $ 47,629 | |
Series A-1 convertible preferred stock [Member] | ||
Preferred stock par value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 0 | 312,094 |
Preferred stock shares issued | 0 | 312,094 |
Preferred stock shares outsstanding | 0 | 312,094 |
Preferred stock liquidation preference | $ 5,753 | |
Series B convertible preferred stock [Member] | ||
Preferred stock par value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 0 | 2,625,896 |
Preferred stock shares issued | 0 | 2,625,896 |
Preferred stock shares outsstanding | 0 | 2,625,896 |
Preferred stock liquidation preference | $ 60,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Collaboration arrangement revenue | $ 0 | $ 2,947 |
Operating expenses: | ||
Research and development | 9,841 | 7,910 |
General and administrative | 5,002 | 2,410 |
Total operating expenses | 14,843 | 10,320 |
Loss from operations | (14,843) | (7,373) |
Change in fair value of convertible notes | 15,890 | (43) |
Other income (expense), net | 158 | 578 |
Total other income (expense), net | 16,048 | 535 |
Income (loss) before provision for income taxes | 1,205 | (6,838) |
Loss from equity method investment | (176) | 0 |
Net income (loss) | $ 1,029 | $ (6,838) |
Net income (loss) per share - basic | $ 1.03 | $ (19.84) |
Net income (loss) per share - diluted | $ (6.33) | $ (19.84) |
Weighted-average common shares - basic | 995,280 | 344,623 |
Weighted-average common shares - diluted | 2,334,180 | 344,623 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net Income (Loss) | $ 1,029 | $ (6,838) |
Other comprehensive (loss): | ||
Change in unrealized gain (loss) on available for sale securities, net | (5) | 0 |
Total other comprehensive (loss) | (5) | 0 |
Comprehensive income (loss) | $ 1,024 | $ (6,838) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($) $ in Thousands | Total | Series A convertible preferred stock [Member] | Series A-1 convertible preferred stock [Member] | Series B convertible preferred stock [Member] | Preferred Stock [Member] Series A convertible preferred stock [Member] | Preferred Stock [Member] Series A-1 convertible preferred stock [Member] | Preferred Stock [Member] Series B convertible preferred stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2022 | $ 47,458 | $ 4,132 | $ 59,855 | ||||||||
Beginning balance, Shares at Dec. 31, 2022 | 2,286,874 | 312,094 | 2,625,896 | ||||||||
Beginning balance, Shares at Dec. 31, 2022 | 343,550 | ||||||||||
Beginning balance at Dec. 31, 2022 | $ (130,712) | $ 1 | $ 2,625 | $ (133,338) | |||||||
Exercise of stock options, Shares | 3,575 | ||||||||||
Exercise of stock options | 15 | 15 | 0 | ||||||||
Stock-based compensation expense | 296 | 296 | 0 | ||||||||
Other comprehensive loss | 0 | ||||||||||
Net Income (Loss) | (6,838) | (6,838) | |||||||||
Ending balance, Shares at Mar. 31, 2023 | 2,286,874 | 312,094 | 2,625,896 | ||||||||
Ending balance at Mar. 31, 2023 | $ 47,458 | $ 4,132 | $ 59,855 | ||||||||
Ending balance, Shares at Mar. 31, 2023 | 347,125 | ||||||||||
Ending balance at Mar. 31, 2023 | (137,239) | $ 1 | 2,936 | (140,176) | |||||||
Beginning balance at Dec. 31, 2023 | $ 47,458 | $ 4,132 | $ 59,855 | ||||||||
Beginning balance, Shares at Dec. 31, 2023 | 2,286,873 | 312,094 | 2,625,896 | 2,286,873 | 312,094 | 2,625,896 | |||||
Beginning balance, Shares at Dec. 31, 2023 | 359,569 | ||||||||||
Beginning balance at Dec. 31, 2023 | (182,921) | $ 1 | 4,159 | (187,081) | |||||||
Conversion of convertible preferred stock to common stock in connection with the Merge, Share | (2,286,873) | (312,094) | (2,625,896) | 5,224,863 | |||||||
Conversion of convertible preferred stock to common stock in connection with the Merger, Value | 111,445 | $ (47,458) | $ (4,132) | $ (59,855) | $ 1 | 111,444 | |||||
Issuance of common stock in the pre-closing financing, net of issuance costs of $X, Shares | 1,682,045 | ||||||||||
Issuance of common stock in the pre-closing financing, net of issuance costs of $X, Value | 42,000 | 42,000 | |||||||||
Issuance of common stock for conversion of convertible notes, Shares | 1,433,410 | ||||||||||
Issuance of common stock for conversion of Convertible Notes, Value | 22,705 | 22,705 | |||||||||
Issuance of common stock to homology shareholders in reverse recapitalization, Shares | 3,229,633 | ||||||||||
Issuance of common stock to homology shareholders in reverse recapitalization | 64,292 | 64,292 | |||||||||
Reverse recapitalization transaction costs | (10,013) | (10,013) | |||||||||
Issuance of CVR at fair value | $ (180) | (180) | |||||||||
Exercise of stock options, Shares | 0 | ||||||||||
Stock-based compensation expense | $ 417 | 417 | |||||||||
Other comprehensive loss | (5) | $ (5) | |||||||||
Net Income (Loss) | 1,029 | 1,029 | |||||||||
Ending balance, Shares at Mar. 31, 2024 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Ending balance at Mar. 31, 2024 | $ 0 | $ 0 | $ 0 | ||||||||
Ending balance, Shares at Mar. 31, 2024 | 11,929,520 | ||||||||||
Ending balance at Mar. 31, 2024 | $ 48,769 | $ 2 | $ 234,824 | $ (5) | $ (186,052) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net gain (loss) | $ 1,029 | $ (6,838) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount and issuance costs | 29 | 25 |
Depreciation expense | 123 | 127 |
Stock-based compensation expense | 417 | 296 |
Non-cash lease expense | 141 | 133 |
Loss from equity method investment | 176 | 0 |
Change in fair value of convertible notes | (15,890) | 43 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 1,332 | 426 |
Other noncurrent assets | (600) | 23 |
Accounts payable | 928 | (823) |
Operating lease liability | (131) | (115) |
Accrued expenses and other current liabilities | (2,218) | (2,847) |
Other noncurrent liabilities | 113 | 0 |
Deferred revenue | 0 | (2,946) |
Net cash used in operating activities | (14,551) | (12,496) |
Cash flows from investing activities: | ||
Purchases of property and equipment | 0 | (5) |
Maturities of short-term investments | 97 | 0 |
Net cash used in investing activities | 97 | (5) |
Cash flows from financing activities: | ||
Proceeds from borrowings under loan and security agreement, net | 7,000 | 0 |
Proceeds from issuance of common stock in pre-closing financing, net | 42,000 | 0 |
Cash acquired in connection with reverse recapitalization | 53,158 | 0 |
Payment of reverse recapitalization transaction costs | (2,812) | 0 |
Proceeds from exercise of common stock options | 0 | 15 |
Net cash provided by financing activities | 99,346 | 15 |
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents | 84,892 | (12,486) |
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period | 31,264 | 49,540 |
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period | 116,156 | 37,054 |
Supplemental disclosure of non-cash operating, investing and financing activities: | ||
Interest payments on venture debt | 115 | 119 |
Short Term Investments Acquired In reverse recapitalization | 19,905 | 0 |
Issuance of CVR at fair value | 180 | 0 |
Transaction Costs of Reverse Recapitalization in Accounts Payable and Accrued expenses | $ 7,201 | $ 0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 1,029 | $ (6,838) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1 Arrangement Modified | false |
Non-Rule 10b5-1 Arrangement Modified | false |
Nature of the Business
Nature of the Business | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business | 1. Nature of the Business Q32 Bio Inc. (“Q32” or the “Company”) is a clinical stage biotechnology company focused on developing novel biologics to effectively and safely restore healthy immune balance in patients with autoimmune and inflammatory diseases driven by pathological immune dysfunction. Q32 has multiple product candidates across a variety of autoimmune and inflammatory diseases with clinical readouts for its two lead programs expected in 2024 and 2025. The Company was formed in 2017 as Admirx, Inc. under the laws of the state of Delaware and is headquartered in Waltham, Massachusetts. On March 20, 2020, the Company changed its name to Q32 Bio Inc. Merger with Homology On March 25, 2024, Kenobi Merger Sub, Inc. (“Merger Sub”), a wholly-owned subsidiary of Homology Medicines, Inc. (“Homology”), completed its merger with and into Q32 Bio Operations Inc. (previously named Q32 Bio Inc. and referred to herein as “Legacy Q32”), with Legacy Q32 continuing as the surviving entity as a wholly-owned subsidiary of Homology. This transaction is referred to as the “Merger.” Homology changed its name to Q32 Bio, Inc., and Legacy Q32, which remains as a wholly-owned subsidiary of the Company, changed its name to Q32 Bio Operations, Inc. The Merger was effected pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 16, 2023, by and among Homology, Legacy Q32, and Merger Sub. In connection with the Merger Agreement, certain parties entered into a subscription agreement with the Company to purchase shares of Legacy Q32's common stock for an aggregate purchase price of $ 42.0 million (the “Pre-Closing Financing”). On March 25, 2024 (the “Closing Date” ), the Pre-Closing Financing closed immediately prior to the consummation of the Merger. Shares of Legacy Q32’s common stock issued pursuant to the Pre-Closing Financing were converted into the right to receive 1,682,045 shares of Homology common stock after taking into account the Reverse Stock Split. On March 25, 2024, Homology effected a one-for-eighteen reverse stock split of its then outstanding common stock (the “Reverse Stock Split”) where all issued and outstanding shares of Legacy Q32’s common stock (including common stock issued upon the conversion of all Legacy Q32’s Series A, Series A-1 and Series B preferred stock, conversion of Legacy Q32 convertible notes, but excluding the common stock issued in Pre-Closing Financing) converted into the right to receive an aggregate of 7,017,842 shares of Homology’s common stock based on the final exchange ratio of 0.0480 (the “Exchange Ratio” ). Lastly, each option to purchase the Legacy Q32’s shares that was outstanding and unexercised immediately prior to the Merger was converted into an option to purchase shares of Homology based on the Exchange Ratio. Immediately following the Merger, Legacy Q32 stockholders owned approximately 74.4 % of the outstanding common stock of the combined company. The Merger was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“GAAP”). For accounting purposes, Legacy Q32 is considered the accounting acquirer and Homology is the acquired company based on the terms of the Merger Agreement and other factors, such as relative voting rights and the composition of the combined company’s board of directors and senior management. Accordingly, the Merger was treated as the equivalent of Legacy Q32’s issuing stock to acquire the net assets of Homology. As a result of the Merger, the net assets of Homology were recorded at their acquisition-date fair value in the financial statements of the combined company and the reported operating results prior to the Merger are those of Legacy Q32. Legacy Q32’s historical financial statements became the historical consolidated financial statements of the combined company. All issued and outstanding Legacy Q32 common stock, convertible preferred stock and options prior to the effective date of the Merger have been retroactively adjusted to reflect the Exchange Ratio, which reflects the impact of the reverse stock split, for all periods presented. At the effective time of the Merger, each person who as of immediately prior to the effective time of the Merger was a stockholder of record of Homology or had the right to receive Homology’s common stock received a contractual contingent value right (“CVR”) issued by Homology representing the contractual right to receive cash payments from the combined company upon the receipt of certain proceeds from a disposition of Homology’s pre-merger assets (see Note 3 for more details surrounding the accounting for the Merger and the CVRs). Risks and Uncertainties The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including but not limited to, risks associated with completing preclinical studies and clinical trials, obtaining regulatory approvals for product candidates, development by competitors of new biopharmaceutical products, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Programs currently under development will require significant additional research and development efforts, including preclinical and clinical testing, and will need to obtain regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. Since its inception, the Company’s operations have been focused on organizing and staffing, business planning, raising capital, establishing the Company’s intellectual property portfolio and performing research and development of its product candidates, programs and platform. The Company has primarily funded its operations with proceeds from the sale of convertible preferred stock, convertible notes, venture debt and its collaboration arrangement. Liquidity and Going Concern In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s ability to Continue as a Going Concern (Subtopic 205-40) , the Company has evaluated whether they are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. As of March 31, 2024, the Company had an accumulated deficit of $ 186.1 million and cash, cash equivalents and short-term investments of $ 135.3 million. The Company expects that its cash, cash equivalents and short-term investments will be sufficient to fund its operating expenditures and capital expenditure requirements necessary to advance its research efforts and clinical trials for at least one year from the date of issuance of these unaudited condensed consolidated financial statements. The Company has incurred recurring operating losses since its inception. On March 25, 2024, the Company closed the Merger with Homology and as part of that transaction, recorded a non-recurring gain of $ 15.9 million (non-cash) on the change in the fair value prior to the conversion of the Legacy Q32 convertible notes which resulted in net income of $ 1.0 million for the three months ended March 31, 2024 (see Note 3 for additional information regarding the Merger). The Company expects its operating losses and negative operating cash flows to continue into the foreseeable future. The future viability of the Company is dependent on its ability to raise additional capital to finance its operations. The Company’s inability to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurance that the current operating plan will be achieved or that additional funding will be available on terms acceptable to the Company, or at all. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in conformity with GAAP and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with Legacy Q32’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2023, included in a Form 8-K filed with the SEC on March 27, 2024. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, including those adjustments that are normal and recurring in nature, which are necessary for a fair statement of the Company’s financial position as of March 31, 2024, and consolidated results of operations for the three months ended March 31, 2024 and 2023, and cash flows for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2024 or for any future period. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include those of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could materially differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these unaudited condensed consolidated financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, the fair value of the common stock and convertible notes prior to the effective date of the Merger, the fair value of CVR liability, and the accruals of research and development expenses. Estimates are periodically reviewed considering changes in circumstances, facts and historical experience. Actual results may differ from the Company’s estimates. Concentrations of Credit Risk and Significant Suppliers Financial instruments that potentially expose the Company to credit risk primarily consist of cash, cash equivalents, restricted cash and restricted cash equivalents. The Company maintains its cash, cash equivalents, restricted cash and restricted cash equivalents balances with accredited financial institutions and, consequently, the Company does not believe it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company’s cash management limits investment to investment-grade securities with the objective to preserve capital and to maintain liquidity until the funds can be used in business operations. The Company maintains its cash in bank deposit accounts that are Federal Deposit Insurance Corporation (“FDIC”) insured up to $ 250,000 . At times, the Company’s bank accounts may exceed the federal insurance limit. The Company is dependent on contract development and manufacturing organizations (“CDMOs”) to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for the active pharmaceutical ingredients, other raw materials and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients, other raw materials and formulated drugs. The Company is also dependent on contract research organizations (“CROs”) which provide services related to the research and development activities in its programs. Comprehensive Income (Loss) Comprehensive income (loss) includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. The Company’s only element of other comprehensive income (loss) is unrealized gains and losses on available-for-sale investments. Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents The Company considers all highly liquid investments that are readily convertible into cash with maturities of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash in bank deposits accounts that are FDIC insured up the $ 250,000 . At times, the Company’s bank accounts may exceed the federal insurance limits. Cash equivalents are comprised of money market accounts invested in U.S. Treasury securities. Restricted cash and restricted cash equivalents are comprised of deposits held by financial institutions as collateral for the company’s venture debt and used to collateralize letters of credit related to the Company’s lease arrangements. The Company includes the restricted cash and restricted cash equivalents balance together with its cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the consolidated statements of cash flows. Cash, cash equivalents, restricted cash and restricted cash equivalents consisted of the following (in thousands): March 31, 2024 2023 Cash and cash equivalents $ 115,509 $ 31,407 Restricted cash and cash equivalents 647 5,647 Total cash, cash equivalents, restricted cash and restricted $ 116,156 $ 37,054 Short-Term Investments Short-term investments represent holdings of available-for-sale marketable securities in accordance with the Company’s investment policy and cash management strategy. Short-term investments have maturities of greater than 90 days at the time of purchase and mature within one year from the balance sheet date. Investments in marketable securities are recorded at fair value, with any unrealized gains and losses reported within accumulated other comprehensive income as a separate component of stockholders’ equity until realized or until a determination is made that an other-than-temporary decline in market value has occurred. Any premium or discount arising at purchase is amortized and/or accreted to interest income and/or expense over the life of the underlying security. Such amortization and accretion, together with interest on securities, are included in interest income in the Company’s condensed consolidated statements of operations. The cost of marketable securities sold is determined based on the specific identification method and any realized gains or losses on the sale of investments are reflected as a component of other income. Deferred Transaction Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred transaction costs until such financings are consummated. After consummation of an equity financing, these costs are recorded as a reduction of the proceeds from the transaction, either as a reduction of the carrying value of the preferred stock or in stockholders’ deficit as a reduction of additional paid-in capital generated as a result of the transaction. Should the in-process equity financing be abandoned, the deferred transaction costs would be expensed immediately as a charge to operating expenses in the condensed consolidated statements of operations and comprehensive loss. Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. Equity Method Investment The Company uses the equity method of accounting to account for an investment in an entity that it does not control, but in which it has the ability to exercise significant influence over operating and financial policies. The Company's proportionate share of the net income or loss of the entity is included in consolidated net income (loss). Judgments regarding the level of influence over the equity method investment include consideration of key factors such as the Company's ownership interest, representation on the board of directors or other management body and participation in policy-making decisions. Under the equity method of accounting, the Company’s investment is initially recorded at fair value on the consolidated balance sheets. Upon initial investment, the Company evaluates whether there are basis differences between the carrying value and fair value of the Company’s proportionate share of the investee’s underlying net assets. Typically, the Company amortizes basis differences identified on a straight-line basis over the underlying assets’ estimated useful lives when calculating the attributable earnings or losses, excluding the basis differences attributable to in-process research and development that has no alternative future use. If the Company is unable to attribute all of the basis differences to specific assets or liabilities of the investee, the residual excess of the cost of the investment over the proportional fair value of the investee’s assets and liabilities is considered to be equity method goodwill and is recognized within the equity investment balance, which is tracked separately within the Company’s memo accounts. The Company subsequently records in the statements of operations its share of income or loss of the other entity within other income/expense, which results in an increase or decrease to the carrying value of the investment. If the share of losses exceeds the carrying value of the Company’s investment, the Company will suspend recognizing additional losses and will continue to do so unless it commits to providing additional funding; however, if there are intra-entity profits this can cause the investment balance to go negative. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that a decline in value has occurred that is other than temporary. Evidence considered in this evaluation includes, but would not necessarily be limited to, the financial condition and near-term prospects of the investee, recent operating trends and forecasted performance of the investee, market conditions in the geographic area or industry in which the investee operates and the Company’s strategic plans for holding the investment in relation to the period of time expected for an anticipated recovery of its carrying value. If the investment is determined to have a decline in value deemed to be other than temporary it is written down to estimated fair value. At March 31, 2024 , the Company accounted for its investment in Oxford Biomedica (US) LLC (“OXB (US) LLC”) using the equity method of accounting (see Note 6). Leases The Company evaluates whether an arrangement is or contains a lease at contract inception. If a contract is or contains a lease, lease classification is determined at lease commencement, which represents the date at which the underlying asset is made available for use by the Company. The Company’s lease terms are generally measured at the respective lease’s noncancelable term and exclude any optional extension terms as the Company is not reasonably certain to exercise such options. The Company elected the short-term lease exemption and therefore does not recognize lease liabilities and right of use assets for lease arrangements with original lease terms of twelve months or less. Lease liabilities represent the Company’s obligation to make lease payments under a lease arrangement. Lease liabilities are measured as the present value of fixed lease payments, discounted using an incremental borrowing rate, as interest rates implicit in the Company’s lease arrangements are generally not readily determinable. The Company elected the practical expedient to not separate lease and non-lease components for its real estate leases and therefore both are considered when determining the lease payments in a lease arrangement. Variable lease costs are expensed as incurred. The incremental borrowing rate represents the interest rate at which the Company could borrow a fully collateralized amount equal to the lease payments, over a similar term, in a similar economic environment. The Company determines the incremental borrowing rate at lease commencement, generally using a synthetic credit rating based on the Company’s financial position and negative cash flows, factoring in adjustments for additional risks based on the Company’s economic condition, a survey of comparable companies with similar credit and financial profiles, as well as additional market risks, as may be applicable. Right-of-use assets represent the Company’s right to use an underlying asset over its lease term. Right-of-use assets are initially measured as the associated lease liability, adjusted for prepaid rent and tenant incentives. The Company remeasures right-of-use assets and lease liabilities when a lease is modified, and the modification is not accounted for as a separate contract. A modification is accounted for as a separate contract if the modification grants the Company an additional right of use not included in the original lease agreement and the increase in lease payments is commensurate with the additional right of use. The Company assesses its right-of-use assets for impairment consistent with its policy for impairment of long-lived assets held and used in operations. Subsequent Event Considerations The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. The Company has evaluated events occurring after the date of its consolidated balance sheet through the date these condensed consolidated financial statements were issued (see Note 19). Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280: Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in this update improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. All disclosure requirements of the update are required for entities with a single reportable segment. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and should be applied on a retrospective basis to all periods presented. The Company adopted this standard as of January 1, 2024. The Company has determined that the effects of adopting the amendments in ASU 2023-07 will only impact its disclosures and not have a material impact on its consolidated financial position and the results of its operations when such amendment is adopted. Recently Issued Accounting Standards Not Yet Adopted On December 14, 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 provides more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and incomes taxes paid information. For public companies, the amendments are effective for annual periods beginning after December 15, 2024 and should be applied prospectively. The Company has determined that the effects of adopting the amendments in ASU 2023-09 will only impact its disclosures and not have a material impact on its condensed consolidated financial position and the results of its operations when such amendment is adopted. |
Accounting for the Merger
Accounting for the Merger | 3 Months Ended |
Mar. 31, 2024 | |
Mergers and Aquisitions [Abstract] | |
Accounting for the Merger | 3. Accounting for the Merger As described in Note 1, Merger Sub merged with and into Legacy Q32, with Legacy Q32 surviving as a wholly-owned subsidiary of the Company on March 25, 2024. The Merger was accounted for as a reverse recapitalization in accordance with GAAP with Legacy Q32 as the accounting acquirer of Homology. Legacy Q32 was determined to be the accounting acquirer based on the terms of the Merger Agreement and other factors, including: (i) Legacy Q32’s shareholders own a majority of the voting rights in the combined company; (ii) Legacy Q32 designated a majority (seven of nine) of the initial members of the board of directors of the combined company; (iii) the Company’s executive management team became the management team of the combined company; (iv) the pre-combination assets of Homology were primarily cash and cash equivalents, short-term investments, and other non-operating assets; and (v) the combined company was named Q32 Bio Inc. and is headquartered in Legacy Q32’s office in Waltham, Massachusetts. At the effective time of the Merger, substantially all of the assets of Homology consisted of cash and cash equivalents, short-term investments, as well as other non-operating assets. Under such reverse recapitalization accounting, the assets and liabilities of Homology were recorded at their fair value in the Company’s financial statements at the effective time of the Merger, which approximated book value due to the short-term nature, except for the equity method investment as described below. Homology’s development programs had ceased prior to the Merger and were deemed to be de minimis in value at the transaction date. No goodwill or intangible assets were recognized. Consequently, the unaudited condensed consolidated financial statements of the Company reflect the operations of Legacy Q32 for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the former stockholders Homology, the legal acquirer, and a recapitalization of the equity of Legacy Q32, the accounting acquirer. As part of the recapitalization, the Company obtained the assets and liabilities listed below: Cash and cash equivalents $ 53,158 Short-term investments 19,905 Prepaid expenses 964 Equity method investment 4,900 Accounts payable and accrued liabilities ( 7,903 ) CVR liability ( 5,080 ) Net assets acquired $ 65,944 In addition, the Company recognized $2 .1 million in personnel cost related to severance payments and retention bonuses to Homology employees and this amount was recorded in general and administrative expense in the accompanying unaudited condensed consolidated statement of operations for the three months ended March 31, 2024 . The Company also incurred transaction costs of $ 10.0 million and this amount is recorded in additional paid-in capital in the accompanying unaudited condensed consolidated statements of convertible preferred stock and stockholders’ equity (deficit) for the three months ended March 31, 2024. With respect to the CVRs issued in connection with the Merger, each CVR represents the contractual right to receive payments from the Company upon the actual receipt by the Company or its subsidiaries of certain contingent proceeds derived from any cash consideration that is paid to the Company or its subsidiaries as a result of the sale, transfer, license, assignment or other divestiture, disposition or commercialization of any of the Company’s assets, rights and interests relating to the following pre-merger assets of Homology: HMI-103, HMI-204, capsids and human hematopoietic stem cell-derived adeno-associated virus vector (“AAVHSC”) platform, including any equity interests held directly or indirectly by the Company in OXB (US) LLC. The Company believes that the achievement of the milestones outlined in the CVR agreement related to Homology’s HMI-103, HMI-204, capsids and AAVHSC platform are highly susceptible to factors outside the Company's influence that are not expected to be resolved for a long period of time, if at all. In particular, these amounts are primarily influenced by the actions and judgments of third parties and the licensors of such assets and are based on the licensors of such assets progressing the in-process research and development assets, and in the case of one of the draft agreements, to certain milestones. As of March 31, 2024 , the Company recorded a CVR liability of $ 0.2 million on the balance sheet relating to such contingent payments. For the portion of the CVR agreement that is related to Homology's equity interest in OXB (US) LLC, the Company recorded a CVR liability of $ 4.9 million representing its estimated fair value. Pursuant to the Amended and Restated Limited Liability Company Agreement of OXB (US) LLC, at any time following the three-year anniversary of the closing of the transaction between OXB (US) LLC and the Company (formerly known as Homology Medicines, Inc.) on March 10, 2022, (i) OXB (US) LLC will have an option to cause the Company to sell and transfer to OXB (US) LLC, and (ii) the Company will have an option to cause OXB (US) LLC to purchase from the Company, in each case, all of the Company’s equity ownership interest in OXB (US) LLC based on a predetermined multiple of revenue for the immediately preceding 12-month period (together, the “Options”), subject to a maximum amount of $ 74.1 million. The Company utilized a monte carlo simulation model, also known as a probability simulation, to estimate the fair value of the CVR liability. For each simulated path of future revenue, a market approach using the predetermined revenue multiple was employed to determine the future value of the equity interest, which was then discounted to present value using OXB (US) LLC's estimated cost of debt. |
Short-Term Investments
Short-Term Investments | 3 Months Ended |
Mar. 31, 2024 | |
Investments Disclosure Abstract | |
Short-Term Investments | 4. Short-Term Investments The Company may invest its excess cash in fixed income instruments denominated and payable in U.S. dollars, including U.S. treasury securities, commercial paper, corporate debt securities and asset-backed securities in accordance with the Company’s investment policy that primarily seeks to maintain adequate liquidity and preserve capital. The following table summarizes the Company’s short-term investments as of March 31, 2024 (in thousands): As of March 31, 2024 Amortized Unrealized Unrealized Fair Value US Treasury securities $ 19,808 $ — $ ( 5 ) $ 19,803 Total $ 19,808 $ — $ ( 5 ) $ 19,803 The Company did no t have any short-term investments as of December 31, 2023. The Company utilizes the specific identification method in computing realized gains and losses. Unrealized holding gains or losses for the period that have been included in accumulated other comprehensive income, as well as gains and losses reclassified out of accumulated other comprehensive income into other income, net, were not material to the Company’s unaudited condensed consolidated statements of operations. The Company had no realized gains and losses on its available-for-sale securities for the three months ended March 31, 2024 . The contractual maturity dates of all of the Company’s investments are less than one year . |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements The carrying values of the Company’s prepaid expenses and other current assets, accounts payable, and accrued expenses and other current liabilities approximate their fair value due to their short-term nature. The carrying value of the Company’s term loan as of March 31, 2024 (see Note 11) approximated fair value based on interest rates currently available to the Company. The tables below present information about the Company’s assets and liabilities that are regularly measured and carried at fair value on a recurring basis at March 31, 2024 and December 31, 2023 and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value, which is described further within Note 2, Summary of Significant Accounting Policies. Financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 are summarized as follows (in thousands): Description Balance as Quoted Significant Significant Assets Cash equivalents: Money market funds $ 114,737 $ 114,737 $ — $ — Total cash equivalents $ 114,737 $ 114,737 $ — $ — Short-term investments: US Treasury securities $ 19,803 $ — $ 19,803 $ — Total short-term investments $ 19,803 $ — $ 19,803 $ — Total financial assets $ 134,540 $ 114,737 $ 19,803 $ — Liabilities CVR liability $ 5,080 $ — $ — $ 5,080 Total financial liabilities $ 5,080 $ — $ — $ 5,080 Financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 are summarized as follows (in thousands): Description Balance as Quoted Significant Significant Assets Cash equivalents: Money market funds $ 24,100 $ 24,100 $ — $ — Total cash equivalents $ 24,100 $ 24,100 $ — $ — Restricted cash equivalents: Money market funds $ 5,000 $ 5,000 $ — $ — Total restricted cash equivalents $ 5,000 $ 5,000 $ — $ — Total financial assets $ 29,100 $ 29,100 $ — $ — Liabilities Convertible notes $ 38,595 $ — $ — $ 38,595 Total financial liabilities $ 38,595 $ — $ — $ 38,595 Money market funds were valued by the Company using quoted prices in active markets for identical securities, which represent a Level 1 measurement within the fair value hierarchy. Short-term investments are valued using models or other valuation methodologies that use Level 2 inputs. These models are primarily industry-standard models that consider various assumptions, including time value, yield curve, volatility factors, default rates, current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. As discussed in Note 1, at the effective time of the Merger, each person who as of immediately prior to the effective time of the Merger was a stockholder of record of Homology or had the right to receive Homology’s common stock received a CVR, issued by Homology subject to and in accordance with the terms and conditions of a CVR Agreement, representing the contractual right to receive cash payments from the combined company upon the receipt of certain proceeds from a disposition of Homology’s pre-merger assets, calculated in accordance with the CVR Agreement. The Company concluded that the CVR liability is a derivative liability and is accounted for at fair value. The fair value of the CVR liability is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. For the portion of the CVR liability that is related to Homology's equity interest in OXB (US) LLC, the Company utilized a monte carlo simulation model, also known as a probability simulation, to estimate the fair value of the CVR liability. This model requires the use of significant judgment, estimates and assumptions, including estimated future revenues and discount rates. For the portion of the CVR liability related to Homology's HMI-103, HMI-204, capsids and AAVHSC platform, the Company's fair value assessment includes judgments around the probability of progressing the in-process research and development assets, and in the case of one of the draft agreements, to certain milestones. During the three months ended March 31, 2024 and 2023, there were no transfers between Level 1, Level 2 and Level 3. There have been no impairments of the Company’s assets measured and carried at fair value during the three months ended March 31, 2024 and 2023. Legacy Q32 issued convertible notes (the “Convertible Notes”) totaling $ 30.0 million during the year ended December 31, 2022. Legacy Q32 concluded that the Convertible Notes and its related features are within the scope of FASB Accounting Standards Codification ( “ ASC ” ) Topic 825, Financial Instruments ( “ ASC 825 ”) , as a combined financial instrument, and Legacy Q32 elected the fair value option where changes in fair value of the Convertible Notes are measured through the accompanying condensed consolidated statement of operations until settlement. The Convertible Notes liability represents a Level 3 measurement within the fair value hierarchy as it has been valued using certain unobservable inputs. These inputs include the underlying fair value of the equity instrument into which the Convertible Notes are convertible. The fair value is based on significant inputs not observable in the market, namely potential financing scenarios, the likelihood of such scenarios, the expected time for each scenario to occur, and the required market rates of return utilized in modeling these scenarios. Year Ended December 31, 2023 Scenario 1 Scenario 2 Scenario 3 Probability of each scenario 80 % 15 % 5 % Expected Term (years) 0.25 0.25 0.42 Required market rates of return 15.0 % 15.0 % 15.0 % The Convertible Notes had an estimated fair value of $ 38.6 million as of December 31, 2023. The Company recorded in other income (expense), net, an interest expense of $ 1.5 million and a charge of $ 4.7 million on the change in estimated fair value during the year ended December 31, 2023. There was no change in fair value attributable to the instrument-specific credit risk for the year ended December 31, 2023. Upon closing of the Merger, Legacy Q32 converted the outstanding Convertible Notes plus accrued interest into shares of common stock at 90 % of the purchase price of the mandatory conversion event. As the Convertible Notes are recorded at fair value, a gain of $ 15.9 million on the change in the fair value prior to the conversion of convertible notes is reflected in the unaudited condensed consolidated statement of operations for the three months ended March 31, 2024 (see Note 11). |
Equity Method Investment
Equity Method Investment | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment | 6. Equity Method Investment As part of the Merger, the Company obtained Homology's 20 % equity interest in OXB (US) LLC, an AAV vector process development and manufacturing services company. The Company has significant influence over, but does not control, OXB (US) LLC through its noncontrolling representation on OXB (US) LLC’s board of directors and the Company’s equity interest in OXB (US) LLC. Accordingly, the Company does not consolidate the financial statements of OXB (US) LLC and accounts for its investment using the equity method of accounting. The Company recorded its equity method investments in OXB (US) LLC at fair value upon the effective date of the Merger. The fair value of the equity method investment was determined based on the market approach. This approach estimates the fair value of OXB (US) LLC based on the implied value for the entity, including the Options (as defined in Note 3 above), for a controlling interest in OXB (US) LLC at the entity’s formation. As part of its fair value analysis, the Company determined that the Options are embedded in the Company’s ownership units of OXB (US) LLC because the Options are not legally detachable or separately exercisable. Accordingly, the equity method investment and the Options represent one unit of account and the fair value recorded reflects the value of the equity interest and the Options (refer to Note 3 for more information for how the fair value was determined). The Company records its share of income or losses from OXB (US) LLC on a quarterly basis. For the three months ended March 31, 2024 , the Company recorded $ 0.2 million, representing its share of OXB (US) LLC’s net loss for the period of March 26, 2024 through March 31, 2024. As of March 31, 2024 , the carrying value of the equity method investment was $ 4.7 million. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 7. Property and Equipment, Net Property and equipment, net consisted of the following as of (in thousands): March 31, December 31, Lab equipment $ 1,382 $ 1,382 Furniture and fixtures 341 341 Computer equipment 85 85 Leasehold improvements 940 940 Total property and equipment 2,748 2,748 Less accumulated depreciation ( 1,089 ) ( 966 ) Property and equipment, net $ 1,659 $ 1,782 Depreciation expense for the three months ended March 31, 2024 and 2023 was $ 0.1 million in each period. No impairment losses occurred in the three months ended March 31, 2024 and 2023 . The Company had no losses on disposal of fixed assets for the three months ended March 31, 2024 and 2023 . |
Prepaid Expenses, Other Current
Prepaid Expenses, Other Current Assets and Other Noncurrent Assets | 3 Months Ended |
Mar. 31, 2024 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses, Other Current Assets and Other Noncurrent Assets | 8. Prepaid Expenses, Other Current Assets and Other Noncurrent Assets Prepaid expenses and other current assets consisted of the following as of (in thousands): March 31, December 31, Payroll tax credit $ 563 $ 755 Prepaid external research and development 1,572 1,834 Prepaid expenses 529 427 Other 67 83 Total prepaid expenses and other current assets $ 2,731 $ 3,099 Other noncurrent assets consisted of the following as of (in thousands): March 31, December 31, Deferred transaction costs $ — $ 3,912 Prepaid external research and development - long term 1,084 676 Other 17 23 Total other noncurrent assets $ 1,101 $ 4,611 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 9. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of (in thousands): March 31, December 31, Accrued external research and development $ 3,592 $ 3,578 Accrued compensation and related expenses 4,406 3,003 Accrued taxes payable 316 316 Operating lease liability, current 1,560 538 Accrued professional services and other 9,951 2,328 Total accrued expenses and other current liabilities $ 19,825 $ 9,763 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies As of March 31, 2024, the Company has several ongoing clinical studies in various clinical trial stages. Its most significant contracts relate to agreements with CROs for clinical trials and preclinical studies and contract development and manufacturing organizations (“CMOs”), which the Company enters into in the normal course of business. The contracts with CROs and CMOs are generally cancellable, with notice, at the Company’s option. Operating lease In 2021 the Company entered into a long-term operating lease agreement for its current corporate headquarters in Waltham, Massachusetts (“headquarters lease”). The headquarters lease provides approximately 15,000 square feet for general office use and research lab facilities. The lease commencement date was January 1, 2022 and the Company did not take control or have the right to use the leased property until this time. The lease term ends in December 2031 . The Company has an option to extend the lease term for an additional five years . The initial rent for the office space is approximately $ 970 thousand per year, increasing every year by 3 % for total aggregate payment of $ 11.1 million. Upon the commencement date, the Company established a right-of-use asset and lease liability on the condensed consolidated balance sheet. As part of the agreement, the Company arranged for a letter of credit for $ 647 thousand as a security for lease, which is considered restricted cash and included as restricted cash and restricted cash equivalents in the condensed consolidated balance sheet. The Company received $ 0.4 million in a tenant improvement allowance that was applied against the right-of-use asset. As of March 31, 2024 , the Company’s headquarters lease had a weighted-average remaining lease term of 7.75 years and weighted average incremental borrowing rate of 7.5 %. Amounts reported in the unaudited condensed consolidated balance sheet for leases where the Company is the lessee as of March 31, 2024 and December 31, 2023 were as follows (in thousands): March 31, December 31, Assets: Operating lease right-of-use assets $ 6,160 $ 6,301 Total operating lease right-of-use assets $ 6,160 $ 6,301 Liabilities: Current: Operating lease liabilities $ 1,560 $ 538 Noncurrent: Operating lease liabilities, net of current portion 6,099 6,248 Total operating lease liabilities $ 7,659 $ 6,786 The following table summarizes operating lease costs for the three months ended March 31, 2024 and 2023 (in thousands): March 31, 2024 2023 Fixed lease costs $ 257 $ 250 Variable lease costs 11 18 Total lease costs $ 268 $ 268 Variable lease costs were primarily related to operating expenses, taxes and insurances associated with the operating lease, which were assessed based on the Company’s proportionate share of such costs for the leased premises. As these costs are generally variable in nature, they were not included in the measurement of the operating lease right-of-use asset and related lease liability. Total lease costs are included as operating expenses in the Company’s unaudited condensed consolidated statements of operations. Future minimum lease payments under non-cancelable lease agreement as of March 31, 2024 and a reconciliation to the carrying amount of the lease liabilities presented in the consolidated balance sheet are as follows (in thousands): Minimum 2024 $ 1,776 2025 1,060 2026 1,092 2027 1,124 2028 1,158 Thereafter 3,687 Total minimum lease payments 9,897 Less imputed interest ( 2,238 ) Total lease liability $ 7,659 Lease liability, current portion $ 1,560 Lease liability, net of current portion 6,099 Total $ 7,659 Prior to the Merger, Homology was subleasing office and research and development laboratory space in Bedford, Massachusetts, under a sublease agreement with OXB (US) LLC that is scheduled to expire in December 2024. During the first quarter of 2024, prior to the Merger, Homology had fully abandoned the space and accordingly, had shortened the remaining useful of its right-of-use asset to equal the time remaining until the planned abandonment date. At the effective time of the Merger, the Company recorded a liability of approximately $ 1.0 million representing the present value of the future minimum lease payments due under this sublease. As of March 31, 2024, this amount is included in accrued expenses and liabilities on the Company's condensed consolidated balance sheet as the amount will be fully paid within one year, and in the table above. License Agreements License Agreement with the University of Colorado In August 2017, the Company entered into an exclusive license agreement, as amended in February 2018, September 2018, and April 2019 (the “Colorado License Agreement”), with The Regents of the University of Colorado (“Colorado”), pursuant to which the Company obtained worldwide, royalty-bearing, sublicensable licenses under certain patents and know-how owned by Colorado and Medical University of South Carolina (“MUSC”) relating to the research, development and commercialization of ADX-097. The licenses granted to the Company are exclusive with respect to certain patent families and know-how and non-exclusive with certain other patent families and know-how. The licenses granted to the Company are also subject to certain customary retained rights of Colorado and MUSC and rights of the United States government owing to federal funding giving rise to inventions covered by the licensed patents. The Company agreed to use commercially reasonable efforts to develop, manufacture and commercialize ADX-097, including by using commercially reasonable efforts to achieve specified development and regulatory milestones by specified dates. In addition, the Company agreed to pay Colorado (i) development and sales milestone payments in an aggregate amount of up to $ 2.2 million per licensed product for the first three products, (ii) tiered royalty rates on cumulative net sales of licensed products in the low single digit percentages, (iii) 15 % of sublicense income and (iv) ongoing fees associated with the prosecution, maintenance, or filing of the licensed patents. The Company’s obligation to pay royalties to Colorado commences, on a licensed product-by-licensed product and country-by-country basis, from the first commercial sale of a licensed product in any country and expires on the later of (a) the last to expire valid claim within the licensed patents covering such licensed product in such country, and (b) 20 years following the effective date of the Colorado License Agreement, or April 2037 (the “Royalty Term”). Unless earlier terminated by either party pursuant to its terms, the Colorado License Agreement will expire upon the expiration of the Royalty Term in all countries. The Company may terminate the Colorado License Agreement for convenience upon providing prior written notice to Colorado. Colorado may terminate the Colorado License Agreement or convert the Company’s exclusive license to a non-exclusive license if the Company breaches certain obligations under the Colorado License Agreement and fails to cure such breach. The Colorado License Agreement will terminate automatically upon the Company’s dissolution, insolvency, or bankruptcy. During the three months ended March 31, 2024 and 2023 , the Company had zero research and development expense for any milestone related to the Colorado License Agreement. The financial statements as of March 31, 2024 and December 31, 2023 do not include liabilities with respect to royalty fees on the license agreement as the Company has not yet generated revenue and the achievement of certain milestones is not yet probable. License Agreement with Bristol-Myers Squibb Company In September 2019, the Company entered into a license agreement, as amended in August 2021 and July 2022 (the BMS License Agreement), with Bristol-Myers Squibb Company (“BMS”), pursuant to which the Company obtained sublicensable licenses from BMS to research, develop and commercialize licensed products, including bempikibart, for any and all uses worldwide. The licenses granted to the Company are exclusive with respect to BMS’s patent rights and know-how relating to certain antibody fragments (including certain fragments of bempikibart) and non-exclusive with respect to BMS’s patent rights and know-how relating to the composition of matter and use of a specific region of bempikibart. BMS retained the right for it and its affiliates to use the exclusively licensed patents and know-how for internal, preclinical research purposes. Under the BMS License Agreement, the Company is prohibited from engaging in certain clinical development or commercialization of any antibody other than a licensed compound with the same mechanism of action until the earlier of the expiration of Q32’s obligation to pay BMS royalties or September 2029. In consideration for the license, the Company made an upfront payment to BMS of $ 8 million, issued 6,628,788 Series A preferred shares to BMS and agreed to use commercially reasonable efforts to develop and commercialize at least one licensed product in key geographic markets. In addition, the Company agreed to pay BMS (i) development and regulatory milestone payments in aggregate amounts ranging from $ 32 million to $ 49 million per indication for the first three indications and commercial milestone payments in an aggregate amount of up to $ 215 million on net sales of licensed products, (ii) tiered royalties ranging from rates in the mid-single digit percentages to up to 10 % of net sales, with increasing rates depending on the cumulative net sales, (iii) up to 60 % of sublicense income, which percentage decreases based on the development stage of bempikibart at the time of the sublicensing event, and (iv) ongoing fees associated with the prosecution, maintenance, or filing of the licensed patents. The Company’s obligation to pay BMS royalties under subsection (ii) above commences, on a licensed product-by-licensed product and country-by-country basis on the first commercial sale of a licensed product in a country and expires on the later of (x) 12 years from the first commercial sale of such Licensed Product in such country, (y) the last to expire licensed patent right covering bempikibart or such licensed product in such country, and (z) the expiration or regulatory or marketing exclusivity for such licensed product in such country (Royalty Term). If the Company undergoes a change of control prior to certain specified phase of development, the development and milestone payments are subject to increase by a low double digit percentage and the royalty rates are subject to increase by a low sub single digit percentage. Unless terminated earlier by either party pursuant to its terms, the BMS License Agreement will expire on a country-by-country and licensed product-by-licensed product basis upon the expiration of the last to expire Royalty Term with respect to such licensed product in such country. Either party may terminate the BMS License Agreement for the other party’s material breach, subject to a specified notice and cure period. BMS may terminate the BMS License Agreement if the Company fails to meet its diligence obligations under the BMS License Agreement, for the Company’s insolvency, or if the Company or its affiliates challenges the validity, scope, enforceability, or patentability of any of the licensed patents. The Company may terminate the BMS License Agreement for any reason upon prior written notice to BMS, with a longer notice period if a licensed product has received regulatory approval. If the BMS Agreement is terminated for the Company’s material breach, BMS will regain rights to bempikibart and the Company must grant BMS an exclusive license under the Company’s patent rights covering bempikibart, subject to a low single digit percentage royalty on net sales of bempikibart payable to the Company by BMS During the year ended December 31, 2019, the Company recorded in-process-research and development expense of $ 14.6 million in the statement of operations related to the BMS License Agreement comprised of $ 8.0 million of cash consideration and $ 6.6 million of Series A preferred shares issued to BMS. As of March 31, 2024, no events have occurred that would require payment of the milestones, royalties or sublicense fees. Legal Proceedings The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of FASB ASC Topic 450, Contingencies . The Company expenses as incurred the costs related to its legal proceedings. Indemnification Arrangements As permitted under Delaware law, the Company has agreements whereby it indemnifies certain of its investors, stockholders, employees, officers, and directors (collectively, the “Indemnified Parties”) for certain events or occurrences while the Indemnified Parties are, or were serving, at its request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has an Executive Liability insurance policy that limits its exposure and enables it to recover a portion of any future amounts paid up to $ 5.0 million. The Company believes the estimated fair value of these indemnification agreements is minimal. The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to these agreements, the Company indemnifies, holds harmless, and agrees to reimburse the Indemnified Parties for losses suffered or incurred by the Indemnified Parties, generally the Company’s business partners or customers, in connection with any U.S. patent or any copyright or other intellectual property infringement claim by any third party with respect to the Company’s products. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | 11. Debt Venture Debt On December 11, 2020, the Company entered into a Loan and Security Agreement with Silicon Valley Bank, a California corporation (“Loan Agreement”) for a lending facility of up to $ 25 million. The Company received $ 5.0 million upon execution of the Agreement (“2020 Term A Loan Advance”) and had the ability to draw up to $ 20.0 million in three separate term loan advances if certain performance milestones are met. The term loan bears interest at an annual rate equal to the greater of the prime rate or 3.25 %. The Loan Agreement provides for interest-only payments until April 30, 2022, and repayment of the aggregate outstanding principal balance of the term loan in monthly installments starting on July 1, 2022 through December 1, 2023 . The commencement of principal payments and the maturity date will be deferred by one year upon the occurrence of a contingent event. In addition, the Company paid a fee of $ 0.1 million upon closing and is required to pay a fee of 2.0 % of the aggregate amount of advances under the Loan Agreement at maturity. At its option, the Company may elect to prepay all or a portion of the outstanding advances by paying the principal balance, and all accrued and unpaid interest, and a prepayment premium. In connection with the Loan Agreement, the Company granted the lender a security interest in all of its personal property now owned or hereafter acquired, excluding intellectual property (but including the rights to payment and proceeds from the sale, licensing or disposition of intellectual property), and a negative pledge on intellectual property. The Loan Agreement also contains certain events of default, representations, warranties and non-financial covenants of the Company. If the Company fails to make payments when due or breaches any operational covenant or has any event of default, this could have a material adverse effect on its business and financial condition. The Company was in compliance with all covenants at March 31, 2024. On June 30, 2022, a second amendment to the Loan Agreement was entered into with the lender that extended the interest-only payment until December 31, 2022 followed by 24 equal monthly payments of principal plus interest . The loan matures on December 31, 2024 . The amendment increases the final payment from 2.0 % to 4.0 % of the advanced payment and modifies the prepayment premium. On August 10, 2022, a third amendment to the Loan Agreement was entered into with the lender. Per the terms of the amendment and in conjunction with the Collaboration Agreement (as defined below), the Company transferred $ 5.0 million into a restricted cash collateral money market account which is included as Restricted cash and restricted cash equivalents on the balance sheet. This restricted cash equivalent covers the amount of the debt outstanding as of the third amendment effective date. On December 21, 2022, a fourth amendment to the Loan Agreement was entered into with the lender that extended the interest-only payment until July 1, 2023 followed by 18 equal monthly payments of principal plus interest . The loan matures on December 1, 2024 . On April 26, 2023, a fifth amendment to the Loan Agreement was entered into with the lender. The amendment provides that the Company must maintain at least 50 % of its consolidated cash with the lender. In addition, the Company shall at all times have on deposit in operating and depository accounts maintained with the lender, unrestricted and unencumbered cash in an amount equal to the lesser of (i) 100 % of the dollar value of the Company’s consolidated cash and (ii) 110 % of the then-outstanding obligations of the Company to the bank. So long as the Company is in compliance with those terms, the Company shall be permitted to maintain accounts with other banks or financial institutions. On July 12, 2023, a sixth amendment to the Loan Agreement was entered into with the lender. The amendment provides for one term loan advance (the “2023 Term A Loan Advance”) in an original principal amount of $ 5.5 million and required the Company to repay the outstanding 2020 Term A Loan Advance of $ 5.0 million, including the final payment of $ 0.2 million. Upon the occurrence of a contingent event, the lender shall make up to three additional term loan advances at the Company’s request in original principal amounts of $ 7.0 million , $ 7.5 million and $ 5.0 million. The amounts must be drawn by the Company before March 31, 2024, March 31, 2025 and July 1, 2025, respectively. The interest-only period extends through June 30, 2024 followed by 36 equal monthly payments of principal plus interest . The term loan bears interest at an annual rate equal to the greater of the prime rate minus 0.25 % or 8.00 %. Pursuant to this amendment, specifically the interest-only period through June 30, 2024, the Company classified the principal of its venture debt as noncurrent on the consolidated balance sheet as of December 31, 2022. On November 2, 2023, a seventh amendment to the Loan Agreement was entered into with the lender. The additional loan advance of $ 7.0 million, the first advance stated in the sixth amendment to the Loan Agreement, could be drawn down once the company received net cash proceeds of at least $ 75.0 million from (a) the issuance and sale of its equity securities to investors satisfactory to the lender and/or (b) a business development transaction satisfactory to the lender; provided that, at least, $ 37.5 million of such net cash proceeds must be received from the issuance and sale of equity securities to investors satisfactory to the lender. The seventh amendment extended the time the Company has to receive the net proceeds to March 31, 2024. On March 21, 2024, an eighth amendment to the Loan Agreement was entered into with the lender. The eighth amendment extends the time the Company has to receive the net proceeds to May 31, 2024 and also extends the time to Company can draw down on the first advanced payment of $ 7.0 million from March 31, 2024 to May 31, 2024. The date changes were adjusted to align the milestone in the Loan Agreement with closing of the Merger. On March 26, 2024, the Company received the first advance payment of $7.0 million per the terms of the Loan Agreement. In conjunction with the Loan Agreement, the Company issued warrants to purchase 7,988 shares of common stock to the lender at a per share price of $ 6.87 with a maximum contractual term of 10 years . The warrants had a total relative fair value of $ 39 thousand upon issuance and were recorded as a debt discount. In conjunction with the sixth amendment, the Company issued warrants to purchase 10,156 shares of common stock to the lender at a per share price of $ 7.50 with a maximum contractual term of 10 years . The warrants are issued in two separate tranches of 5,078 based upon certain milestone events. The warrants had a de minimis total relative fair value at the time of issuance. Pursuant to FASB ASC Topic 480, Distinguishing Liabilities from Equity and FASB ASC Topic 815, Derivatives and Hedging , the Warrants were classified as equity and were initially measured at fair value. Subsequent changes to fair value will not be recognized so long as the instrument continues to be equity classified. Interest expense was $ 0.1 million for each of the three months ended March 31, 2024 and 2023 , respectively. The effective rate on the Loan Agreement, including the amortization of the debt discount and issuance costs was 10.42 % at each of March 31, 2024 and December 31, 2023 . The components of the long-term debt balance are as follows (in thousands): March 31, December 31, Principal amount of term loans $ 12,500 $ 5,500 Unamortized debt discount and issuance costs ( 12 ) ( 41 ) Carrying amount 12,488 5,459 Less current portion ( 3,088 ) ( 878 ) Long-term debt, net $ 9,400 $ 4,581 Convertible Notes On May 20, 2022, the Company entered into an agreement with the existing investors of the Company to issue, and for the existing investors to purchase, the Convertible Notes for up to an aggregate of $ 30.0 million. The Convertible Notes bear interest at 5.0 % per annum. The Convertible Notes become due on demand of the Convertible Noteholders one year from the date of issuance. On April 27, 2023, the Company amended the maturity dates for the Convertible Notes. On May 20, August 5 and December 23, 2022, the Company received $ 8.3 million, $ 5.0 million, and $ 16.7 million, respectively, in exchange for issuance of the Convertible Notes. Interest expense was $ 0.4 million for each of the three months ended March 31, 2024 and 2023, respectively. The Convertible Notes contain mandatory conversion features whereby the total outstanding amount of principal and accrued and unpaid interest of the Convertible Notes shall automatically convert into shares of common stock upon certain qualified financings. The total outstanding amount of principal and accrued and unpaid interest of the Convertible Notes convert into shares of common stock at 90 % of the purchase price of the mandatory conversion events. If the mandatory conversion events do not occur the holders of the Convertible Notes may request the Convertible Notes plus accrued interest be converted into Series B preferred stock at the Series B convertible price of $ 1.0971 . The Company elected to account for the Convertible Notes at fair value where changes in fair value of the notes are measured through the condensed consolidated statements of operations until settlement. Subsequent to December 31, 2023 and per the Merger further discussed in Note 1, the Convertibles Notes converted into 1,433,410 shares of common stock. The Company recorded a gain on the change in fair value prior to the conversion of the Convertible Notes of $ 15.9 million in other income (expense) during the three months ended March 31, 2024. As the Convertible Notes were settled with equity securities subsequent to the balance sheet date but prior to the issuance of the financial statements, per FASB ASC Topic 470, Debt , the Company recorded the Convertible Notes at the fair value totaling $ 38.6 million as a long-term liability on its consolidated balance sheet as of December 31, 2023. The Company recorded in other income (expense), less than $ 0.1 million related to the change in estimated fair value during the three months ended March 31, 2023 . |
Convertible Preferred Stock
Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2024 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | 12. Convertible Preferred Stock On March 25, 2024, immediately prior to completing the Merger, all classes of convertible preferred stock of Legacy Q32 were converted to Legacy Q32 common stock, and then exchanged in the Merger for shares of the Company’s common stock using the Exchange Ratio. The Series A convertible preferred stock converted into an aggregate of 2,286,873 shares of Legacy Q32 common stock, the Series A-1 convertible preferred stock converted into an aggregate of 312,094 shares of Legacy Q32 common stock and the Series B convertible preferred stock converted into an aggregate of 2,625,896 shares of Legacy Q32 common stock. The conversion of the Legacy Q32 preferred stock into shares of Legacy Q32 common stock resulted in an increase of $ 11 thousand to common stock and an increase of $ 111.4 million to additional paid-in-capital immediately prior to completing the Merger. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2024 | |
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract] | |
Common Stock | 13. Common Stock As of March 31, 2024, the Company’s Certificate of Incorporation, as amended, authorized the Company to issue 400,000,000 shares of common stock, $ 0.0001 par value per share. The Company has reserved the following shares of common stock for future issuance: As of March 31, As of December 31, Shares reserved upon the conversion of authorized Series A — 2,286,873 Shares reserved upon the conversion of authorized Series A-1 — 312,094 Shares reserved upon the conversion of authorized Series B — 2,625,896 Shares reserved for future issuance under the 2017 Stock — 56,065 Shares reserved for future issuance under the 2024 Stock 811,068 — Shares reserved for future issuance under the 2024 Employee 120,836 — Shares reserved upon the conversion of the convertible notes — 1,433,411 Shares reserved for stock option exercises 2,028,820 1,112,275 Shares reserved for warrants 18,144 18,144 2,978,868 7,844,758 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 14. Stock-Based Compensation 2017 Stock Option and Grant Plan Legacy Q32 adopted the 2017 Stock Option and Grant Plan and subsequent amendments (the “2017 Plan”) with 1,246,290 shares of common stock reserved for issuance to employees, directors, and consultants. The 2017 Plan allowed for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards and other stock awards. As of March 31, 2024 , there were no additional shares available for future grant under the 2017 Plan. 2024 Stock Option and Incentive Plan On March 15, 2024, Homology’s board of directors adopted and subsequently, Homology’s stockholders approved the Q32 Inc. 2024 Stock Option and Incentive Plan (the “2024 Plan”), which became effective upon the closing of the Merger. The 2024 Plan replaced the 2017 Plan, as well as the Homology 2015 Stock Incentive Plan (the “Homology 2015 Plan”), and the Homology 2018 Plan (together with the Homology 2015 Plan, the “Homology Incentive Plans.”) Upon effectiveness of the 2024 Plan, the Company ceased granting new awards under the 2017 Plan and the Homology Incentive Plans. The 2024 Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock awards, restricted stock units, stock appreciation rights and other stock or cash-based awards to officers, employees, directors and consultants of the Company. The number of shares of common stock initially available for issuance under the 2024 Plan was 2,839,888 shares of common stock. The 2024 Plan provides that the number of shares reserved and available for issuance under the 2024 Plan will automatically increase each January 1, beginning on January 1, 2025, by 5 % of the outstanding number of shares on the immediately preceding December 31, or such lesser amount as determined by the plan administrator. As of March 31, 2024 , there were 811,068 shares available for future grant under the 2024 Plan. In March 2024, the Company granted 902,331 stock options to the officers, directors and other key members of management pursuant to the 2024 Plan. Stock options were issued with an exercise price on the close of business on March 25, 2024. The stock option awards vest in accordance with the terms of the 2024 Plan. 2024 Employee Stock Purchase Plan On March 15, 2024, Homology’s board of directors adopted and subsequently, Homology’s stockholders approved the Q32 Inc. 2024 Employee Stock Purchase Plan (the “2024 ESPP”). The 2024 ESPP allows employees to buy Company stock through after-tax payroll deductions at a discount from market value. The 2024 ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. The number of shares of common stock initially available for issuance under the 2024 ESPP was 120,836 shares of common stock. The 2024 ESPP provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2025, by the lesser of 241,677 shares, a number of shares equal 1 % of the outstanding number of shares on the immediately preceding December 31, or such lesser amount as determined by the plan administrator. Under the 2024 ESPP, employees may purchase common stock through after-tax payroll deductions at a price equal to 85 % of the lower of the fair market value on the first trading day of an offering period or the last trading day of an offering period. The 2024 ESPP generally provides for offering periods of six months in duration that end on the final trading day of each February and August. In accordance with the Internal Revenue Code, no employee will be permitted to accrue the right to purchase stock under the 2024 ESPP at a rate in excess of $ 25,000 worth of shares during any calendar year during which such a purchase right is outstanding (based on the fair market value per share of the Company’s common stock as of the first day of the offering period). There were no shares issued under the 2024 ESPP during the three months ended March 31, 2024. Stock Options Stock options granted by the Company typically vest over a four-year period and have a ten-year contractual term. The following table summarizes the Company’s stock option activity during the three months ended March 31, 2024: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2023 1,112,275 $ 7.50 6.87 $ 10,712 Assumed in reverse recapitalization 14,214 $ 8.84 Granted 902,331 $ 19.37 Exercised — $ — Cancelled — $ — Outstanding at March 31, 2024 2,028,820 $ 12.50 8.00 $ 10,620 Vested and expected to vest at 2,028,820 $ 12.50 8.00 $ 10,620 Exercisable at March 31, 2024 670,992 $ 7.08 5.35 $ 6,707 The per share weighted-average grant date fair value per share of options granted in the three months ended March 31, 2024 was $ 12.83 . The total fair value of options vested during the three months ended March 31, 2024 was $ 0.4 million. As of March 31, 2024 , total unrecognized compensation costs to the unvested stock options were approximately $ 12.6 million, which is expected to be recognized over a weighted-average period of 3.3 years. There were no option exercises during the three months ended March 31, 2024. Stock-Based Compensation Expense For the purpose of calculating stock-based compensation, the Company estimates the fair value of stock options using the Black-Scholes option-pricing model. This model incorporates various assumptions, including the expected volatility, expected term, and interest rates. The underlying assumptions used to value stock options granted using the Black-Scholes option-pricing model during the three months ended March 31, 2024 and 2023 were as follows: Three Months Ended March 31, 2024 2023 Risk-free interest rate range 4.24 % 3.61 % Expected dividend rate — % — % Expected term (years) range 5.88 - 6.11 6.02 Expected stock price volatility range 92.0 % – 92.2 % 88.9 % Risk-Free Interest Rate – The risk-free rate assumption is based on the U.S. Treasury instruments, the terms of which were consistent with the expected term of the Company’s stock options. Expected Dividend – The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has not paid and does not intend to pay dividends. Expected Term – The expected term of stock options represents the weighted average period the stock options are expected to be outstanding. The Company uses the simplified method for estimating the expected term, which calculates the expected term as the average time-to-vesting and the contractual life of the options for stock options issued to employees. The expected term for options granted to non-employees is based on the contractual life of the options. Expected Volatility – Due to the Company’s limited operating history and lack of sufficient company-specific historical or implied volatility, the expected volatility assumption was determined by examining the historical volatilities of a group of industry peers whose share prices are publicly available. The Company expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. Fair Value of Common Stock – Prior to the Merger, as there had been no public market for the Company’s common stock, the estimated fair value of its common stock was determined by the Company using estimates and assumptions on the respective grant dates of the awards. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, the prices at which the Company sold shares of preferred securities, the superior likelihood of, achieving a liquidity event, such as an IPO or sale. Significant changes to the key assumptions used in the valuations could result in different fair values of common stock at each valuation date. The Company recorded stock-based compensation expense in the following expense categories of its statements of operations (in thousands): Three Months Ended March 31, 2024 2023 Research and development $ 157 $ 109 General and administrative 260 187 Total stock-based compensation expense $ 417 $ 296 |
Agreements with Horizon
Agreements with Horizon | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Agreements with Horizon | 15. Agreements with Horizon From August 2022 until November 2023, Legacy Q32 was a party to the Collaboration and Option Agreement (the “Horizon Collaboration Agreement”) and the Asset Purchase Agreement (the “Purchase Agreement”), and together with the Horizon Collaboration Agreement, the “Horizon Agreements”), each between Legacy Q32 and Horizon Therapeutics Ireland DAC (“Horizon”), pursuant to which Legacy Q32 received $ 55.0 million in initial consideration and staged development funding for the completion of the two ongoing Phase 2 trials for bempikibart, and Horizon had an option to acquire the bempikibart program at a prespecified price, subject to certain adjustments. As of March 31, 2024 , the Company has received $ 55.0 million of the $ 55.0 million transaction price from Horizon. In October 2023, Amgen Inc. (“Amgen”) completed its acquisition of Horizon Therapeutics public limited company (“Horizon plc”). Following the closing of Amgen’s acquisition of Horizon plc, the Company agreed with Amgen to mutually terminate the Horizon Agreements and in November 2023, the Company and Horizon entered into a termination agreement (the “Horizon Termination Agreement”), pursuant to which Horizon’s option to acquire the bempikibart program was terminated. As a result, the Company retained all initial consideration and development funding received under the Horizon Collaboration Agreement (as defined below) and regained full development and commercial rights to bempikibart. In consideration for the Horizon Termination Agreement, the Company agreed to pay Horizon regulatory and sales milestones payments of up to an aggregate amount of $ 75.1 million upon the first achievement of certain regulatory and sales milestones with respect to bempikibart. The Company concluded that the consideration allocated to the research service performance obligations should be recognized over time as Horizon received the benefit of the research activities as the activities were performed. The Company has determined that this method was most appropriate as progress towards completion of research is largely driven by time and effort spent and costs incurred to perform this research. The Horizon Termination Agreement is accounted for as a modification because it does not result in the addition of distinct goods or services. Since the two performance obligations and the material right are terminated with no further performance obligations aside from the contingent payments to Horizon of up to $ 75.1 million, the Company recognized the remaining deferred revenue in the fourth quarter of 2023. Upon the execution of the Horizon Termination Agreement, the Company became obligated to pay Horizon up to $ 75.1 million contingent on regulatory and sales-based milestones or up to $ 20.1 million in excess of the cash received. These potential payments to Horizon are not in exchange for a distinct good or service; therefore, the Company accounts for consideration payable to Horizon as a reduction of the transaction price under FASB ASC Topic 606, Revenue from Contracts with Customers . The Company concluded that the $ 55.0 million of arrangement consideration previously recognized should be fully constrained as a result of the contingent consideration payable to Horizon, and accordingly, all amounts previously recognized as revenue were reversed in the fourth quarter of 2023 and a refund liability was established for the $ 55.0 million cash received during the term of the Horizon Collaboration Agreement. No amounts have been recognized related to the remaining potential payment to Horizon (up to $ 20.1 million) as it is not probable that the respective milestones will be achieved at this time. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. Related Party Transactions The Company has consulting and advisory agreements with certain investors and board members which are considered to be related party transactions. The Company did no t incur expense for the three months ended March 31, 2024 and 2023 related to services provided by these investors and board members. No amounts were due to related parties at March 31, 2024 or December 31, 2023 . |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. Income Taxes T he Company did no t record a tax provision or benefit for the three months ended March 31, 2024 and 2023. The Company has evaluated the positive and negative evidence involving its ability to realize its deferred tax assets and has considered its history of cumulative net losses incurred since inception and its lack of any commercially ready products. The Company has concluded that it is more likely than not that it will not realize the benefits of its deferred tax assets. The Company reevaluates the positive and negative evidence at each reporting period. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 18. Net Income (Loss) per Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the applicable period. In computing diluted net income (loss) per share, only potential shares of common stock that are dilutive are included. The Company considered each issue or series of issues of potential shares of common stock separately when determining whether potential shares of common stock are dilutive or antidilutive. The Company made such determination in sequence from the most dilutive to the least dilutive and concluded that its Convertible Notes are dilutive to net income per share for the three months ended March 31, 2024. Pursuant to FASB ASC Topic 260, Earnings Per Share , the Company applied the if-converted method to determine the effect of its Convertible Notes on the diluted earnings per share calculations. Pursuant to such method, the Company adjusted the numerator for the gains or losses recognized during the period in net income from the Convertible Notes and the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the Convertible Notes were converted as of the beginning the period. Three Months Ended (in thousands, except per share amounts) 2024 2023 Numerator: Net income (loss)-basic $ 1,029 $ ( 6,838 ) Net income (loss)-diluted $ ( 14,771 ) $ ( 6,838 ) Denominator: Weighted-average common shares outstanding-basic 995,280 344,623 Dilutive securities 1,338,900 — Weighted-average common shares outstanding-diluted 2,334,180 344,623 Net income (loss) per share-basic $ 1.03 $ ( 19.84 ) Net income (loss) per share-diluted $ ( 6.33 ) $ ( 19.84 ) As of March 31, 2023, the Company’s potentially dilutive securities, which include convertible preferred stock, convertible notes, stock options and warrants, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. As of March 31, 2024 , the Company’s potentially dilutive securities, which include stock options and warrants, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss (diluted) per share. The Company excluded the following from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: Three Months Ended 2024 2023 Series A convertible preferred stock — 2,286,873 Series A-1 convertible preferred stock — 312,094 Series B convertible preferred stock — 2,625,896 Options to purchase common stock 2,028,820 1,096,802 Warrants to purchase common stock 18,144 7,988 In addition, during the year ended December 31, 2022, Legacy Q32 issued the Convertible Notes with a principal balance of $ 30.0 million. As described in Note 11, the Convertible Notes contained conversion features whereby the Convertible Notes and any accrued interest may have converted into either a variable number of shares of common stock or into shares of Series B preferred stock based on a fixed exchange ratio. Any shares of Series B preferred stock issued to settle the Convertible Notes would then be convertible into shares of common stock. The Convertible Notes were excluded from the computation of diluted net loss per share attributable to common stockholders for the three months ended March 31, 2023 because including them would have had an anti-dilutive effect . Per the Merger further discussed in Note 1, the Convertible Notes converted into 1,433,410 shares of common stock at the effective date of the Merger. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events The Company considers events or transactions that occur after the balance sheet date but prior to the date the financial statements are available to be issued for potential recognition or disclosure in the financial statements. The Company has completed an evaluation of all subsequent events after the balance sheet date of March 31, 2024 through the date the financial statements were issued to ensure that these financial statements include appropriate disclosure of events both recognized in the financial statements as of March 31, 2024 and events which occurred subsequently but were not recognized in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in conformity with GAAP and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with Legacy Q32’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2023, included in a Form 8-K filed with the SEC on March 27, 2024. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, including those adjustments that are normal and recurring in nature, which are necessary for a fair statement of the Company’s financial position as of March 31, 2024, and consolidated results of operations for the three months ended March 31, 2024 and 2023, and cash flows for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2024 or for any future period. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include those of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could materially differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these unaudited condensed consolidated financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, the fair value of the common stock and convertible notes prior to the effective date of the Merger, the fair value of CVR liability, and the accruals of research and development expenses. Estimates are periodically reviewed considering changes in circumstances, facts and historical experience. Actual results may differ from the Company’s estimates. |
Concentrations of Credit Risk and Significant Suppliers | Concentrations of Credit Risk and Significant Suppliers Financial instruments that potentially expose the Company to credit risk primarily consist of cash, cash equivalents, restricted cash and restricted cash equivalents. The Company maintains its cash, cash equivalents, restricted cash and restricted cash equivalents balances with accredited financial institutions and, consequently, the Company does not believe it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company’s cash management limits investment to investment-grade securities with the objective to preserve capital and to maintain liquidity until the funds can be used in business operations. The Company maintains its cash in bank deposit accounts that are Federal Deposit Insurance Corporation (“FDIC”) insured up to $ 250,000 . At times, the Company’s bank accounts may exceed the federal insurance limit. The Company is dependent on contract development and manufacturing organizations (“CDMOs”) to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for the active pharmaceutical ingredients, other raw materials and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients, other raw materials and formulated drugs. The Company is also dependent on contract research organizations (“CROs”) which provide services related to the research and development activities in its programs. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. The Company’s only element of other comprehensive income (loss) is unrealized gains and losses on available-for-sale investments. |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents The Company considers all highly liquid investments that are readily convertible into cash with maturities of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash in bank deposits accounts that are FDIC insured up the $ 250,000 . At times, the Company’s bank accounts may exceed the federal insurance limits. Cash equivalents are comprised of money market accounts invested in U.S. Treasury securities. Restricted cash and restricted cash equivalents are comprised of deposits held by financial institutions as collateral for the company’s venture debt and used to collateralize letters of credit related to the Company’s lease arrangements. The Company includes the restricted cash and restricted cash equivalents balance together with its cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the consolidated statements of cash flows. Cash, cash equivalents, restricted cash and restricted cash equivalents consisted of the following (in thousands): March 31, 2024 2023 Cash and cash equivalents $ 115,509 $ 31,407 Restricted cash and cash equivalents 647 5,647 Total cash, cash equivalents, restricted cash and restricted $ 116,156 $ 37,054 |
Short-Term Investments | Short-Term Investments Short-term investments represent holdings of available-for-sale marketable securities in accordance with the Company’s investment policy and cash management strategy. Short-term investments have maturities of greater than 90 days at the time of purchase and mature within one year from the balance sheet date. Investments in marketable securities are recorded at fair value, with any unrealized gains and losses reported within accumulated other comprehensive income as a separate component of stockholders’ equity until realized or until a determination is made that an other-than-temporary decline in market value has occurred. Any premium or discount arising at purchase is amortized and/or accreted to interest income and/or expense over the life of the underlying security. Such amortization and accretion, together with interest on securities, are included in interest income in the Company’s condensed consolidated statements of operations. The cost of marketable securities sold is determined based on the specific identification method and any realized gains or losses on the sale of investments are reflected as a component of other income. |
Deferred Transaction Costs | Deferred Transaction Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred transaction costs until such financings are consummated. After consummation of an equity financing, these costs are recorded as a reduction of the proceeds from the transaction, either as a reduction of the carrying value of the preferred stock or in stockholders’ deficit as a reduction of additional paid-in capital generated as a result of the transaction. Should the in-process equity financing be abandoned, the deferred transaction costs would be expensed immediately as a charge to operating expenses in the condensed consolidated statements of operations and comprehensive loss. |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. |
Equity Method Investment | Equity Method Investment The Company uses the equity method of accounting to account for an investment in an entity that it does not control, but in which it has the ability to exercise significant influence over operating and financial policies. The Company's proportionate share of the net income or loss of the entity is included in consolidated net income (loss). Judgments regarding the level of influence over the equity method investment include consideration of key factors such as the Company's ownership interest, representation on the board of directors or other management body and participation in policy-making decisions. Under the equity method of accounting, the Company’s investment is initially recorded at fair value on the consolidated balance sheets. Upon initial investment, the Company evaluates whether there are basis differences between the carrying value and fair value of the Company’s proportionate share of the investee’s underlying net assets. Typically, the Company amortizes basis differences identified on a straight-line basis over the underlying assets’ estimated useful lives when calculating the attributable earnings or losses, excluding the basis differences attributable to in-process research and development that has no alternative future use. If the Company is unable to attribute all of the basis differences to specific assets or liabilities of the investee, the residual excess of the cost of the investment over the proportional fair value of the investee’s assets and liabilities is considered to be equity method goodwill and is recognized within the equity investment balance, which is tracked separately within the Company’s memo accounts. The Company subsequently records in the statements of operations its share of income or loss of the other entity within other income/expense, which results in an increase or decrease to the carrying value of the investment. If the share of losses exceeds the carrying value of the Company’s investment, the Company will suspend recognizing additional losses and will continue to do so unless it commits to providing additional funding; however, if there are intra-entity profits this can cause the investment balance to go negative. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that a decline in value has occurred that is other than temporary. Evidence considered in this evaluation includes, but would not necessarily be limited to, the financial condition and near-term prospects of the investee, recent operating trends and forecasted performance of the investee, market conditions in the geographic area or industry in which the investee operates and the Company’s strategic plans for holding the investment in relation to the period of time expected for an anticipated recovery of its carrying value. If the investment is determined to have a decline in value deemed to be other than temporary it is written down to estimated fair value. At March 31, 2024 , the Company accounted for its investment in Oxford Biomedica (US) LLC (“OXB (US) LLC”) using the equity method of accounting (see Note 6). |
Leases | Leases The Company evaluates whether an arrangement is or contains a lease at contract inception. If a contract is or contains a lease, lease classification is determined at lease commencement, which represents the date at which the underlying asset is made available for use by the Company. The Company’s lease terms are generally measured at the respective lease’s noncancelable term and exclude any optional extension terms as the Company is not reasonably certain to exercise such options. The Company elected the short-term lease exemption and therefore does not recognize lease liabilities and right of use assets for lease arrangements with original lease terms of twelve months or less. Lease liabilities represent the Company’s obligation to make lease payments under a lease arrangement. Lease liabilities are measured as the present value of fixed lease payments, discounted using an incremental borrowing rate, as interest rates implicit in the Company’s lease arrangements are generally not readily determinable. The Company elected the practical expedient to not separate lease and non-lease components for its real estate leases and therefore both are considered when determining the lease payments in a lease arrangement. Variable lease costs are expensed as incurred. The incremental borrowing rate represents the interest rate at which the Company could borrow a fully collateralized amount equal to the lease payments, over a similar term, in a similar economic environment. The Company determines the incremental borrowing rate at lease commencement, generally using a synthetic credit rating based on the Company’s financial position and negative cash flows, factoring in adjustments for additional risks based on the Company’s economic condition, a survey of comparable companies with similar credit and financial profiles, as well as additional market risks, as may be applicable. Right-of-use assets represent the Company’s right to use an underlying asset over its lease term. Right-of-use assets are initially measured as the associated lease liability, adjusted for prepaid rent and tenant incentives. The Company remeasures right-of-use assets and lease liabilities when a lease is modified, and the modification is not accounted for as a separate contract. A modification is accounted for as a separate contract if the modification grants the Company an additional right of use not included in the original lease agreement and the increase in lease payments is commensurate with the additional right of use. The Company assesses its right-of-use assets for impairment consistent with its policy for impairment of long-lived assets held and used in operations. |
Subsequent Event Considerations | Subsequent Event Considerations The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. The Company has evaluated events occurring after the date of its consolidated balance sheet through the date these condensed consolidated financial statements were issued (see Note 19). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280: Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in this update improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. All disclosure requirements of the update are required for entities with a single reportable segment. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and should be applied on a retrospective basis to all periods presented. The Company adopted this standard as of January 1, 2024. The Company has determined that the effects of adopting the amendments in ASU 2023-07 will only impact its disclosures and not have a material impact on its consolidated financial position and the results of its operations when such amendment is adopted. Recently Issued Accounting Standards Not Yet Adopted On December 14, 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 provides more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and incomes taxes paid information. For public companies, the amendments are effective for annual periods beginning after December 15, 2024 and should be applied prospectively. The Company has determined that the effects of adopting the amendments in ASU 2023-09 will only impact its disclosures and not have a material impact on its condensed consolidated financial position and the results of its operations when such amendment is adopted. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | Cash, cash equivalents, restricted cash and restricted cash equivalents consisted of the following (in thousands): March 31, 2024 2023 Cash and cash equivalents $ 115,509 $ 31,407 Restricted cash and cash equivalents 647 5,647 Total cash, cash equivalents, restricted cash and restricted $ 116,156 $ 37,054 |
Accounting for the Merger (Tabl
Accounting for the Merger (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Mergers and Aquisitions [Abstract] | |
Schedule of Recapitalization of Assets and Liabilities | As part of the recapitalization, the Company obtained the assets and liabilities listed below: Cash and cash equivalents $ 53,158 Short-term investments 19,905 Prepaid expenses 964 Equity method investment 4,900 Accounts payable and accrued liabilities ( 7,903 ) CVR liability ( 5,080 ) Net assets acquired $ 65,944 |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Investments Disclosure Abstract | |
Summary of Short Term Investments | The following table summarizes the Company’s short-term investments as of March 31, 2024 (in thousands): As of March 31, 2024 Amortized Unrealized Unrealized Fair Value US Treasury securities $ 19,808 $ — $ ( 5 ) $ 19,803 Total $ 19,808 $ — $ ( 5 ) $ 19,803 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets And Liabilities Measured At Fair Value On A Recurring Basis | Financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 are summarized as follows (in thousands): Description Balance as Quoted Significant Significant Assets Cash equivalents: Money market funds $ 114,737 $ 114,737 $ — $ — Total cash equivalents $ 114,737 $ 114,737 $ — $ — Short-term investments: US Treasury securities $ 19,803 $ — $ 19,803 $ — Total short-term investments $ 19,803 $ — $ 19,803 $ — Total financial assets $ 134,540 $ 114,737 $ 19,803 $ — Liabilities CVR liability $ 5,080 $ — $ — $ 5,080 Total financial liabilities $ 5,080 $ — $ — $ 5,080 Financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 are summarized as follows (in thousands): Description Balance as Quoted Significant Significant Assets Cash equivalents: Money market funds $ 24,100 $ 24,100 $ — $ — Total cash equivalents $ 24,100 $ 24,100 $ — $ — Restricted cash equivalents: Money market funds $ 5,000 $ 5,000 $ — $ — Total restricted cash equivalents $ 5,000 $ 5,000 $ — $ — Total financial assets $ 29,100 $ 29,100 $ — $ — Liabilities Convertible notes $ 38,595 $ — $ — $ 38,595 Total financial liabilities $ 38,595 $ — $ — $ 38,595 |
Summary of Fair Value Measurement Significant Inputs | The fair value is based on significant inputs not observable in the market, namely potential financing scenarios, the likelihood of such scenarios, the expected time for each scenario to occur, and the required market rates of return utilized in modeling these scenarios. Year Ended December 31, 2023 Scenario 1 Scenario 2 Scenario 3 Probability of each scenario 80 % 15 % 5 % Expected Term (years) 0.25 0.25 0.42 Required market rates of return 15.0 % 15.0 % 15.0 % |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Property and equipment, net consisted of the following as of (in thousands): March 31, December 31, Lab equipment $ 1,382 $ 1,382 Furniture and fixtures 341 341 Computer equipment 85 85 Leasehold improvements 940 940 Total property and equipment 2,748 2,748 Less accumulated depreciation ( 1,089 ) ( 966 ) Property and equipment, net $ 1,659 $ 1,782 |
Prepaid Expenses, Other Curre_2
Prepaid Expenses, Other Current Assets and Other Noncurrent Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following as of (in thousands): March 31, December 31, Payroll tax credit $ 563 $ 755 Prepaid external research and development 1,572 1,834 Prepaid expenses 529 427 Other 67 83 Total prepaid expenses and other current assets $ 2,731 $ 3,099 |
Summary of Prepaid Expenses and Other Noncurrent Assets | Other noncurrent assets consisted of the following as of (in thousands): March 31, December 31, Deferred transaction costs $ — $ 3,912 Prepaid external research and development - long term 1,084 676 Other 17 23 Total other noncurrent assets $ 1,101 $ 4,611 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following as of (in thousands): March 31, December 31, Accrued external research and development $ 3,592 $ 3,578 Accrued compensation and related expenses 4,406 3,003 Accrued taxes payable 316 316 Operating lease liability, current 1,560 538 Accrued professional services and other 9,951 2,328 Total accrued expenses and other current liabilities $ 19,825 $ 9,763 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Amounts Reported In The Balance Sheet In Respect Of Operating Lease Assets And Corresponding Liabilities | Amounts reported in the unaudited condensed consolidated balance sheet for leases where the Company is the lessee as of March 31, 2024 and December 31, 2023 were as follows (in thousands): March 31, December 31, Assets: Operating lease right-of-use assets $ 6,160 $ 6,301 Total operating lease right-of-use assets $ 6,160 $ 6,301 Liabilities: Current: Operating lease liabilities $ 1,560 $ 538 Noncurrent: Operating lease liabilities, net of current portion 6,099 6,248 Total operating lease liabilities $ 7,659 $ 6,786 |
Schedule of Operating Lease Cost and Variable Lease Costs and Sub Lease Income | The following table summarizes operating lease costs for the three months ended March 31, 2024 and 2023 (in thousands): March 31, 2024 2023 Fixed lease costs $ 257 $ 250 Variable lease costs 11 18 Total lease costs $ 268 $ 268 |
Schedule of Maturities of Operating Lease Liabilities | Future minimum lease payments under non-cancelable lease agreement as of March 31, 2024 and a reconciliation to the carrying amount of the lease liabilities presented in the consolidated balance sheet are as follows (in thousands): Minimum 2024 $ 1,776 2025 1,060 2026 1,092 2027 1,124 2028 1,158 Thereafter 3,687 Total minimum lease payments 9,897 Less imputed interest ( 2,238 ) Total lease liability $ 7,659 Lease liability, current portion $ 1,560 Lease liability, net of current portion 6,099 Total $ 7,659 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt Balance | The components of the long-term debt balance are as follows (in thousands): March 31, December 31, Principal amount of term loans $ 12,500 $ 5,500 Unamortized debt discount and issuance costs ( 12 ) ( 41 ) Carrying amount 12,488 5,459 Less current portion ( 3,088 ) ( 878 ) Long-term debt, net $ 9,400 $ 4,581 |
Common Stock (Tables)
Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract] | |
Schedule of Shares of Common Stock for Future Issuance | The Company has reserved the following shares of common stock for future issuance: As of March 31, As of December 31, Shares reserved upon the conversion of authorized Series A — 2,286,873 Shares reserved upon the conversion of authorized Series A-1 — 312,094 Shares reserved upon the conversion of authorized Series B — 2,625,896 Shares reserved for future issuance under the 2017 Stock — 56,065 Shares reserved for future issuance under the 2024 Stock 811,068 — Shares reserved for future issuance under the 2024 Employee 120,836 — Shares reserved upon the conversion of the convertible notes — 1,433,411 Shares reserved for stock option exercises 2,028,820 1,112,275 Shares reserved for warrants 18,144 18,144 2,978,868 7,844,758 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity during the three months ended March 31, 2024: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2023 1,112,275 $ 7.50 6.87 $ 10,712 Assumed in reverse recapitalization 14,214 $ 8.84 Granted 902,331 $ 19.37 Exercised — $ — Cancelled — $ — Outstanding at March 31, 2024 2,028,820 $ 12.50 8.00 $ 10,620 Vested and expected to vest at 2,028,820 $ 12.50 8.00 $ 10,620 Exercisable at March 31, 2024 670,992 $ 7.08 5.35 $ 6,707 |
Summary of Assumptions Used to Value Stock Options Granted | The underlying assumptions used to value stock options granted using the Black-Scholes option-pricing model during the three months ended March 31, 2024 and 2023 were as follows: Three Months Ended March 31, 2024 2023 Risk-free interest rate range 4.24 % 3.61 % Expected dividend rate — % — % Expected term (years) range 5.88 - 6.11 6.02 Expected stock price volatility range 92.0 % – 92.2 % 88.9 % |
Summary of Stock-Based Compensation Expense | The Company recorded stock-based compensation expense in the following expense categories of its statements of operations (in thousands): Three Months Ended March 31, 2024 2023 Research and development $ 157 $ 109 General and administrative 260 187 Total stock-based compensation expense $ 417 $ 296 |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Summary of calculation of diluted net income (loss) per share, the numerator is adjusted for any changes | Pursuant to such method, the Company adjusted the numerator for the gains or losses recognized during the period in net income from the Convertible Notes and the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the Convertible Notes were converted as of the beginning the period. Three Months Ended (in thousands, except per share amounts) 2024 2023 Numerator: Net income (loss)-basic $ 1,029 $ ( 6,838 ) Net income (loss)-diluted $ ( 14,771 ) $ ( 6,838 ) Denominator: Weighted-average common shares outstanding-basic 995,280 344,623 Dilutive securities 1,338,900 — Weighted-average common shares outstanding-diluted 2,334,180 344,623 Net income (loss) per share-basic $ 1.03 $ ( 19.84 ) Net income (loss) per share-diluted $ ( 6.33 ) $ ( 19.84 ) |
Summary of computation of diluted net loss per share attributable to common stockholders | The Company excluded the following from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: Three Months Ended 2024 2023 Series A convertible preferred stock — 2,286,873 Series A-1 convertible preferred stock — 312,094 Series B convertible preferred stock — 2,625,896 Options to purchase common stock 2,028,820 1,096,802 Warrants to purchase common stock 18,144 7,988 |
Nature of the Business - Additi
Nature of the Business - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 25, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Nov. 16, 2023 | |
Nature Of Business [Line Items] | |||||
Common stock, aggregate purchase price | $ 42,000 | ||||
Net Income (Loss) | $ 1,029 | $ (6,838) | |||
Gain due to conversion of the Legacy Q32 convertible notes | $ 15,900 | ||||
Accumulated deficit | (186,052) | $ (187,081) | |||
Cash and cash equivalents | 115,509 | $ 31,407 | 25,617 | ||
Short-term investments | $ 0 | ||||
Homology [Member] | |||||
Nature Of Business [Line Items] | |||||
Business combination shares conversion into rights to purchase common stock | 1,682,045 | ||||
Stockholders' equity, reverse stock split | one-for-eighteen | ||||
Outstanding common stock of the combined company | 74.40% | ||||
Conversion of Stock, Shares Converted | 7,017,842 | ||||
Parent company [Member] | |||||
Nature Of Business [Line Items] | |||||
Cash and cash equivalents | 135,300 | ||||
Short-term investments | $ 135,300 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 115,509 | $ 25,617 | $ 31,407 | |
Restricted cash and cash equivalents | 647 | 5,647 | ||
Total cash, cash equivalents, restricted cash and restricted cash equivalents | $ 116,156 | $ 31,264 | $ 37,054 | $ 49,540 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Line Items] | ||
Cash FDIC insured amount | $ 250,000 | |
Contractual maturity date of investments | less than one year | |
Deferred transaction costs | $ 0 | $ 3,912,000 |
Accounting for the Merger - Sum
Accounting for the Merger - Summary of Recapitalization of Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Mar. 10, 2022 |
Merger and Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 115,509 | $ 25,617 | $ 31,407 | |
Short-term investments | 0 | |||
Equity method investment | 4,724 | 0 | $ 74,100 | |
CVR liability | (200) | |||
Net assets acquired | 152,334 | $ 47,057 | ||
Legacy Q32 [Member] | ||||
Merger and Acquisition [Line Items] | ||||
Cash and cash equivalents | 53,158 | |||
Short-term investments | 19,905 | |||
Prepaid expenses | 964 | |||
Equity method investment | 4,900 | |||
Accounts payable and accrued liabilities | (7,903) | |||
CVR liability | (5,080) | |||
Net assets acquired | $ 65,944 |
Accounting for the Merger - Add
Accounting for the Merger - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Merger and Acquisition [Line Items] | |
Contingent payment liability | $ 0.2 |
Transaction Costs | 10 |
Fair Value [Member] | |
Merger and Acquisition [Line Items] | |
Contingent payment liability | 4.9 |
General and Administrative [Member] | |
Merger and Acquisition [Line Items] | |
Payment Related to Severance Cost | $ 0.1 |
Short-Term Investments - Summar
Short-Term Investments - Summary of Short-Term Investments (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Schedule Of Cash Cash Equivalents And Available For Sale Securities Line Item | |
Debt Securities, Available-for-Sale, Amortized Cost, Total | $ 19,808 |
Short-term investments, Unrealized Gains | 0 |
Short-term investments, Unrealized Losses | (5) |
Short-term investments, Fair Value | 19,803 |
US Treasury securities | |
Schedule Of Cash Cash Equivalents And Available For Sale Securities Line Item | |
Debt Securities, Available-for-Sale, Amortized Cost, Total | 19,808 |
Short-term investments, Unrealized Gains | 0 |
Short-term investments, Unrealized Losses | (5) |
Short-term investments, Fair Value | $ 19,803 |
Short-Term Investments - Additi
Short-Term Investments - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Investments Disclosure Abstract | ||
Realized gains and losses on available-for-sale securities | $ 0 | |
Short-term investments | $ 0 | |
Contractual maturity date of investments | less than one year |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | $ 115,509 | $ 25,617 | $ 31,407 |
Short-Term Investments, Total | 0 | ||
Restricted cash equivalents | 647 | 5,647 | |
CVR Liability | 5,080 | 0 | |
Fair Value, Measurements, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 114,737 | 24,100 | |
Short-Term Investments, Total | 19,803 | ||
Restricted cash equivalents | 5,000 | ||
CVR Liability | 5,080 | ||
Assets, Fair Value Disclosure, Total | 134,540 | 29,100 | |
Convertible notes | 38,595 | ||
Total | 5,080 | 38,595 | |
Fair Value, Measurements, Recurring [Member] | Money Market Funds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 114,737 | 24,100 | |
Restricted cash equivalents | 5,000 | ||
Fair Value, Measurements, Recurring [Member] | US Treasury securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments, Total | 19,803 | ||
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 114,737 | 24,100 | |
Restricted cash equivalents | 5,000 | ||
Assets, Fair Value Disclosure, Total | 114,737 | 29,100 | |
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Money Market Funds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 114,737 | 24,100 | |
Restricted cash equivalents | 5,000 | ||
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments, Total | 19,803 | ||
Assets, Fair Value Disclosure, Total | 19,803 | ||
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | US Treasury securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments, Total | 19,803 | ||
Fair Value, Measurements, Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
CVR Liability | 5,080 | ||
Convertible notes | 38,595 | ||
Total | $ 5,080 | $ 38,595 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurement Significant Inputs (Detail) | Dec. 31, 2023 |
Probability of each scenario [Member] | Scenario one [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument, measurement input | 80 |
Probability of each scenario [Member] | Scenario two [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument, measurement input | 15 |
Probability of each scenario [Member] | Scenario three [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument, measurement input | 5 |
Expected Term (years) [Member] | Scenario one [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument, measurement input | 0.25 |
Expected Term (years) [Member] | Scenario two [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument, measurement input | 0.25 |
Expected Term (years) [Member] | Scenario three [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument, measurement input | 0.42 |
Required market rates of return [Member] | Scenario one [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument, measurement input | 15 |
Required market rates of return [Member] | Scenario two [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument, measurement input | 15 |
Required market rates of return [Member] | Scenario three [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument, measurement input | 15 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Dec. 23, 2022 | Aug. 05, 2022 | May 20, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Proceeds from Convertible Debt | $ 16.7 | $ 5 | $ 8.3 | $ 30 | ||
Convertible debt, fair value disclosures | $ 38.6 | |||||
Interest expense | 1.5 | |||||
Fair value Of Interest Expenses | $ 4.7 | |||||
Convertible Notes [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Percentage of Purchase Price of Convertible notes to Common stock | 90% | |||||
Gain on conversion of convertible notes | $ 15.9 |
Equity Method Investment - Addi
Equity Method Investment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Equity Method Investments [Line Items] | ||
Loss from equity method investment | $ (176) | $ 0 |
Homology [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, ownership, percentage | 20% | |
Oxb Solutions [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Loss from equity method investment | $ 200 | |
Equity method investments | $ 4,700 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property Plant and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,748 | $ 2,748 |
Less accumulated depreciation | (1,089) | (966) |
Property and equipment, net | 1,659 | 1,782 |
Lab equipment [Member] | ||
Property Plant and Equipment [Line Items] | ||
Total property and equipment | 1,382 | 1,382 |
Furniture and fixtures [Member] | ||
Property Plant and Equipment [Line Items] | ||
Total property and equipment | 341 | 341 |
Computer equipment [Member] | ||
Property Plant and Equipment [Line Items] | ||
Total property and equipment | 85 | 85 |
Leasehold improvements [Member] | ||
Property Plant and Equipment [Line Items] | ||
Total property and equipment | $ 940 | $ 940 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 123 | $ 127 |
Impairment, long-lived asset, held-for-use | 0 | 0 |
Loss on disposal of property and equipment | 0 | 0 |
Property, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 100 | $ 100 |
Prepaid Expenses, Other Curre_3
Prepaid Expenses, Other Current Assets and Other Noncurrent Assets - Summary of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Payroll tax credit | $ 563 | $ 755 |
Prepaid external research and development | 1,572 | 1,834 |
Prepaid expenses | 529 | 427 |
Other | 67 | 83 |
Total prepaid expenses and other current assets | $ 2,731 | $ 3,099 |
Prepaid Expenses, Other Curre_4
Prepaid Expenses, Other Current Assets and Other Noncurrent Assets - Summary of Prepaid Expenses and Other Noncurrent Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Prepaid Expense and Other Assets, Noncurrent [Abstract] | ||
Deferred transaction costs | $ 0 | $ 3,912 |
Prepaid external research and development—long term | 1,084 | 676 |
Other | 17 | 23 |
Total other noncurrent assets | $ 1,101 | $ 4,611 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued external research and development | $ 3,592 | $ 3,578 |
Accrued compensation and related expenses | 4,406 | 3,003 |
Accrued taxes payable | 316 | 316 |
Operating lease liability, current | 1,560 | 538 |
Accrued professional services and other | 9,951 | 2,328 |
Total accrued expenses and other current liabilities | $ 19,825 | $ 9,763 |
Commitments and Contingencies
Commitments and Contingencies Summary of Amounts Reported in the Balance Sheet in Respect of Operating Lease Assets and Corresponding Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets: | ||
Operating lease right-of-use assets | $ 6,160 | $ 6,301 |
Current: | ||
Operating lease liabilities | 1,560 | 538 |
Noncurrent: | ||
Operating lease liabilities, net of current portion | 6,099 | 6,248 |
Total operating lease liabilities | $ 7,659 | $ 6,786 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Operating Lease Cost and Variable Lease Costs and Sub Lease Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Fixed lease costs | $ 257 | $ 250 |
Variable lease costs | 11 | 18 |
Total lease costs | $ 268 | $ 268 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Maturities of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] | ||
2024 | $ 1,776 | |
2025 | 1,060 | |
2026 | 1,092 | |
2027 | 1,124 | |
2028 | 1,158 | |
Thereafter | 3,687 | |
Future minimum lease payments due | 9,897 | |
Less imputed interest | (2,238) | |
Total operating lease liabilities | 7,659 | $ 6,786 |
Operating Lease, Liability, Current | 1,560 | 538 |
Operating Lease, Liability, Noncurrent | 6,099 | 6,248 |
Total | $ 7,659 | $ 6,786 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 USD ($) ft² | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2019 USD ($) shares | Dec. 31, 2023 USD ($) | Dec. 31, 2021 USD ($) ft² | Dec. 31, 2019 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2019 USD ($) | |
Commitment And Contingencies [Line Items] | |||||||||
Lease expiration date | Dec. 31, 2031 | ||||||||
Operating lease liability, current | $ 1,560 | $ 538 | |||||||
Research and development expenses | 9,841 | $ 7,910 | |||||||
Executive insurance reserve | 5,000 | ||||||||
License Agreement With The University Of Colorado [Member] | |||||||||
Commitment And Contingencies [Line Items] | |||||||||
Development and sales milestone payment payable | $ 2,200 | ||||||||
Percentage of sublicense fees | 15% | ||||||||
Period of obligation to pay royalties | 20 years | ||||||||
Research and development expenses | $ 0 | $ 0 | |||||||
License Agreement With Bristol Mayers Equib Company [Member] | |||||||||
Commitment And Contingencies [Line Items] | |||||||||
Percentage of sublicense fees | 60% | ||||||||
Period of obligation to pay royalties | 12 years | ||||||||
Upfront payment made | $ 8,000 | ||||||||
Commercial milestone payment payable | $ 215,000 | $ 215,000 | |||||||
Royalty as a percentage of sales | 10% | ||||||||
In process research and development expense recognized | 14,600 | ||||||||
License Agreement With Bristol Mayers Equib Company [Member] | Cash Consideration [Member] | |||||||||
Commitment And Contingencies [Line Items] | |||||||||
In process research and development expense recognized | 8,000 | ||||||||
License Agreement With Bristol Mayers Equib Company [Member] | Temporary Equity [Member] | |||||||||
Commitment And Contingencies [Line Items] | |||||||||
In process research and development expense recognized | $ 6,600 | ||||||||
License Agreement With Bristol Mayers Equib Company [Member] | Maximum [Member] | Tranche Three [Member] | |||||||||
Commitment And Contingencies [Line Items] | |||||||||
Development and sales milestone payment payable | $ 49,000 | ||||||||
License Agreement With Bristol Mayers Equib Company [Member] | Minimum [Member] | Tranche Three [Member] | |||||||||
Commitment And Contingencies [Line Items] | |||||||||
Development and sales milestone payment payable | $ 32,000 | ||||||||
License Agreement With Bristol Mayers Equib Company [Member] | Series A Redeemable Preferred Stock [Member] | |||||||||
Commitment And Contingencies [Line Items] | |||||||||
Stock issued during period shares purchase of assets | shares | 6,628,788 | ||||||||
Waltham Massauchets [Member] | |||||||||
Commitment And Contingencies [Line Items] | |||||||||
Office space leased | ft² | 15,000 | 15,000 | |||||||
Lessee, operating lease, lease not yet commenced, renewal term | 5 years | 5 years | |||||||
Sublease aggregate base rent obligation | $ 970 | $ 970 | |||||||
Percentage increase in initial annual base rent per square foot. | 3% | ||||||||
Annual Rent Operating lease Aggregate After Increase | $ 11,100 | ||||||||
Security deposit | $ 647 | ||||||||
Operating lease weighted average remaining lease term | 7 years 9 months | ||||||||
Operating lease weighted average discount rate | 7.50% | ||||||||
Operating lease liability, current | $ 1,000 | ||||||||
Waltham Massauchets [Member] | Restricted Cash And Cash Equivalents Non Current [Member] | |||||||||
Commitment And Contingencies [Line Items] | |||||||||
Lessee tenant improvement allowance | $ 400 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
Nov. 02, 2023 | Jul. 12, 2023 | Dec. 23, 2022 | Dec. 21, 2022 | Aug. 05, 2022 | Jun. 30, 2022 | May 20, 2022 | Dec. 11, 2020 | Dec. 31, 2020 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 21, 2024 | Apr. 26, 2023 | Aug. 10, 2022 | |
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from long term line of credit | $ 7,000 | $ 0 | ||||||||||||||
Line of credit facility outstanding current | 3,088 | $ 878 | ||||||||||||||
Proceeds from convertible debt | $ 16,700 | $ 5,000 | $ 8,300 | $ 30,000 | ||||||||||||
Interest expenses on convertible debt | 1,500 | |||||||||||||||
Convertible debt, fair value disclosures | $ 38,600 | |||||||||||||||
Other income (expense) | 158 | $ 578 | ||||||||||||||
Debt instrument converted into equity number of shares issued | 1,433,410 | |||||||||||||||
Gain on conversion of the Convertible Notes | 15,900 | |||||||||||||||
Change in fair value | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Other income (expense) | 100 | |||||||||||||||
Two Thousand And Twenty And Two Thousand And Twenty Three Term A Loan [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest expenses | $ 100 | $ 100 | ||||||||||||||
Debt instrument effective rate of interest percentage | 10.42% | 10.42% | ||||||||||||||
Convertible Debt Agreement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument face value | $ 30,000 | |||||||||||||||
Convertible debt interest rate percentage | 5% | |||||||||||||||
Interest expenses on convertible debt | $ 400 | $ 400 | ||||||||||||||
Debt instrument conversion price percentage | 90% | |||||||||||||||
Debt instrument converted into equity number of shares issued | 1,433,410 | |||||||||||||||
Convertible Debt Agreement [Member] | Series B Redeemable Convertible Preferred Stock [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument conversion price per share | $ 1.0971 | |||||||||||||||
Convertible Debt Agreement [Member] | Current Liabilities [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible debt, fair value disclosures | $ 38,600 | |||||||||||||||
Loan And Security Agreement With Silicon Valley Bank [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | 7,988 | |||||||||||||||
Class of warrants or rights term | 10 years | |||||||||||||||
Loan And Security Agreement With Silicon Valley Bank [Member] | Warrants Issued To Silicon Valley Bank [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Fair value of warrants issued | $ 39 | |||||||||||||||
Loan And Security Agreement With Silicon Valley Bank [Member] | Two Thousand And Twenty Term A Loan Advance [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit maximum borrowing capacity | 25,000 | |||||||||||||||
Proceeds from long term line of credit | 5,000 | |||||||||||||||
Line of credit remaining borrowing capacity | $ 20,000 | |||||||||||||||
Long term debt variable interest rate percentage | 3.25% | |||||||||||||||
Line of credit facility date of first required payment | Jul. 01, 2022 | |||||||||||||||
Line of credit facility expiration date | Dec. 01, 2023 | |||||||||||||||
Line of credit facility commitment fee amount | $ 100 | |||||||||||||||
Line of credit facility commitment fee percentage | 2% | |||||||||||||||
Long term debt balloon payment percentage | 2% | |||||||||||||||
Loan And Security Second Amendment Agreement With Silicon Valley Bank [Member] | Two Thousand And Twenty Term A Loan Advance [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility expiration date | Dec. 31, 2024 | |||||||||||||||
Long term debt balloon payment percentage | 4% | |||||||||||||||
Line of credit facility frequency of payments | 24 equal monthly payments of principal plus interest | |||||||||||||||
Loan And Security Third Amendment Agreement With Silicon Valley Bank [Member] | Two Thousand And Twenty Term A Loan Advance [Member] | Restricted Cash Non Current [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument collateral given | $ 5,000 | |||||||||||||||
Loan And Security Fourth Amendment Agreement With Silicon Valley Bank [Member] | Two Thousand And Twenty Term A Loan Advance [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility expiration date | Dec. 01, 2024 | |||||||||||||||
Debt instrument terms of payment | 18 equal monthly payments of principal plus interest | |||||||||||||||
Loan And Security Fifth Amendment Agreement With Silicon Valley Bank [Member] | Two Thousand And Twenty Term A Loan Advance [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Percentage of consolidated cash to be maintained with the lender | 50% | |||||||||||||||
Unrestricted and unencumbered cash percentage to be maintained | 100% | |||||||||||||||
Percentage of outstanding debt to be maintained with the lender by way of cash | 110% | |||||||||||||||
Sixth Amendment Agreement With Silicon Valley Bank [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | 10,156 | |||||||||||||||
Class of warrants or rights exercise price per share | $ 7.5 | $ 6.87 | ||||||||||||||
Class of warrants or rights term | 10 years | |||||||||||||||
Sixth Amendment Agreement With Silicon Valley Bank [Member] | Tranche Two Milestone [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | 5,078 | |||||||||||||||
Sixth Amendment Agreement With Silicon Valley Bank [Member] | Two Thousand And Twenty Term A Loan Advance [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility outstanding current | $ 5,000 | |||||||||||||||
Long term debt balloon payment | $ 200 | |||||||||||||||
Sixth Amendment Agreement With Silicon Valley Bank [Member] | Two Thousand And Twenty Three Term A Loan Advance [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument terms of payment | The interest-only period extends through June 30, 2024 followed by 36 equal monthly payments of principal plus interest | |||||||||||||||
Line of credit facility aggregate amount including balloon repayment payable | $ 5,500 | |||||||||||||||
Sixth Amendment Agreement With Silicon Valley Bank [Member] | Two Thousand And Twenty Three Term A Loan Advance [Member] | Prime Rate [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long term debt variable interest rate percentage | 8% | |||||||||||||||
Debt instrument variable interest spread | 0.25% | |||||||||||||||
Sixth Amendment Agreement With Silicon Valley Bank [Member] | Two Thousand And Twenty Three Term A Loan Advance [Member] | Before Thirty First Of March Two Thousand And Twenty Four [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility amount that may be contingently borrowed | $ 7,000 | |||||||||||||||
Sixth Amendment Agreement With Silicon Valley Bank [Member] | Two Thousand And Twenty Three Term A Loan Advance [Member] | Before Thirty First Of March Two Thousand And Twenty Five [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility amount that may be contingently borrowed | 7,500 | |||||||||||||||
Sixth Amendment Agreement With Silicon Valley Bank [Member] | Two Thousand And Twenty Three Term A Loan Advance [Member] | Before Thirty First Of March Two Thousand And Twenty Six [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility amount that may be contingently borrowed | $ 5,000 | |||||||||||||||
Seventh Amendment To The Loan Agreement [Member] | Two Thousand And Twenty Three Term A Loan Advance [Member] | Before Thirty First Of March Two Thousand And Twenty Four [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Face value of debt instrument that may be contingently borrowed | $ 7,000 | |||||||||||||||
Estimated aggregate proceeds from debt and equity | 75,000 | |||||||||||||||
Estimated aggregate proceeds from equity | $ 37,500 | |||||||||||||||
Eighth Amendment to the Loan Agreement [Member] | Two Thousand And Twenty Three Term A Loan Advance [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility aggregate amount including balloon repayment payable | $ 7,000 |
Debt - Summary of Long-term Deb
Debt - Summary of Long-term Debt Balance (Detail) - Venture Debt Two Thousand Twenty And Two Thousand And Twenty Three Term A Loan [Member] - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Disclosure in tabular form of venture debt [Line Items] | ||
Principal amount of term loans | $ 12,500 | $ 5,500 |
Unamortized debt discount and issuance costs | (12) | (41) |
Carrying amount | 12,488 | 5,459 |
Less current portion | (3,088) | (878) |
Long-term debt, net | $ 9,400 | $ 4,581 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Detail) $ in Thousands | Mar. 25, 2024 USD ($) shares |
Common Stock [Member] | |
Temporary Equity [Line Items] | |
Temporary equity converted into permanent equity value | $ | $ 11 |
Additional Paid-in Capital [Member] | |
Temporary Equity [Line Items] | |
Temporary equity converted into permanent equity value | $ | $ 111,400 |
Series A One Redeemable Convertible Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Conversion of temporary equity into permanent equity shares | 2,286,873 |
Series A Two Redeemable Convertible Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Conversion of temporary equity into permanent equity shares | 312,094 |
Series B Redeemable Convertible Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Conversion of temporary equity into permanent equity shares | 2,625,896 |
Common Stock - Schedule of Shar
Common Stock - Schedule of Shares of Common Stock for Future Issuance (Detail) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
Disclosure in Tabular form of Common Stock Shares Reserved for Future Issuance [Line Items] | ||
Common stock capital shares reserved for future issuance | 2,978,868 | 7,844,758 |
Shares reserved for warrants [Member] | ||
Disclosure in Tabular form of Common Stock Shares Reserved for Future Issuance [Line Items] | ||
Common stock capital shares reserved for future issuance | 18,144 | 18,144 |
Shares reserved for stock option exercises [Member] | ||
Disclosure in Tabular form of Common Stock Shares Reserved for Future Issuance [Line Items] | ||
Common stock capital shares reserved for future issuance | 2,028,820 | 1,112,275 |
Shares reserved upon the conversion of the convertible notes [Member] | ||
Disclosure in Tabular form of Common Stock Shares Reserved for Future Issuance [Line Items] | ||
Common stock capital shares reserved for future issuance | 0 | 1,433,411 |
Shares reserved for future issuance under the 2017 Stock Incentive Plan [Member] | ||
Disclosure in Tabular form of Common Stock Shares Reserved for Future Issuance [Line Items] | ||
Common stock capital shares reserved for future issuance | 0 | 56,065 |
Shares reserved for future issuance under the 2024 Stock Incentive Plan | ||
Disclosure in Tabular form of Common Stock Shares Reserved for Future Issuance [Line Items] | ||
Common stock capital shares reserved for future issuance | 811,068 | 0 |
Shares reserved for future issuance under the 2024 Employee Stock Purchase Plan | ||
Disclosure in Tabular form of Common Stock Shares Reserved for Future Issuance [Line Items] | ||
Common stock capital shares reserved for future issuance | 120,836 | 0 |
Shares reserved upon the conversion of authorized Series A preferred stock [Member] | ||
Disclosure in Tabular form of Common Stock Shares Reserved for Future Issuance [Line Items] | ||
Common stock capital shares reserved for future issuance | 0 | 2,286,873 |
Shares reserved upon the conversion of authorized Series A-1 preferred stock [Member] | ||
Disclosure in Tabular form of Common Stock Shares Reserved for Future Issuance [Line Items] | ||
Common stock capital shares reserved for future issuance | 0 | 312,094 |
Shares reserved upon the conversion of authorized Series B preferred stock [Member] | ||
Disclosure in Tabular form of Common Stock Shares Reserved for Future Issuance [Line Items] | ||
Common stock capital shares reserved for future issuance | 0 | 2,625,896 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, par value per share | $ 0.0001 | $ 0.0001 |
Common Stock [Member] | ||
Common stock, shares authorized | 400,000,000 | |
Common stock, par value per share | $ 0.0001 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Outstanding at Beginning Balance | 1,112,275 | |
Number of shares, Assumed in reverse recapitalization | 14,214 | |
Number of Shares, Granted | 902,331 | |
Number of Shares, Exercised | 0 | |
Number of Shares, Cancelled | 0 | |
Number of Shares, Outstanding at Ending Balance | 2,028,820 | 1,112,275 |
Number of shares, Vested and expected to vest | 2,028,820 | |
Number of Shares, Exercisable | 670,992 | |
Weighted- Average Exercise Price, Outstanding at Beginning Balance | $ 7.5 | |
Weighted- Average Exercise Price, Assumed in reverse recapitalization | 8.84 | |
Weighted- Average Exercise Price, Granted | 19.37 | |
Weighted- Average Exercise Price, Exercised | 0 | |
Weighted- Average Exercise Price, Cancelled | 0 | |
Weighted- Average Exercise Price, Outstanding at Ending Balance | 12.5 | $ 7.5 |
Weighted- Average Exercise Price, Vested and expected to vest | 12.5 | |
Weighted- Average Exercise Price, Exercisable | $ 7.08 | |
Weighted Average Remaining Contractual Term, Outstanding | 8 years | 6 years 10 months 13 days |
Weighted Average Remaining Contractual Term, Vested and expected to vest | 8 years | |
Weighted Average Remaining Contractual Term, Exercisable | 5 years 4 months 6 days | |
Aggregate Intrinsic Value, Outstanding Beginning Balance | $ 10,712 | |
Aggregate Intrinsic Value, Outstanding Ending Balance | 10,620 | $ 10,712 |
Aggregate Intrinsic Value, Vested and expected to vest | 10,620 | |
Aggregate Intrinsic Value, Exercisable | $ 6,707 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Assumptions Used to Value Stock Options Granted (Detail) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate range | 4.24% | 3.61% |
Expected dividend rate | 0% | 0% |
Expected term (years) range | 6 years 7 days | |
Expected stock price volatility range, minimum | 92% | |
Expected stock price volatility range, maximum | 92.20% | |
Expected stock price volatility range | 88.90% | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (years) range | 6 years 1 month 9 days | |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (years) range | 5 years 10 months 17 days |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Stock Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 417 | $ 296 |
Research and Development [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 157 | 109 |
General and Administrative [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 260 | $ 187 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Mar. 15, 2024 | Mar. 31, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share based awards, common stock reserved for issuance | 2,978,868 | 2,978,868 | 7,844,758 | |
Share based compensation by share based award options granted during the period shares | 902,331 | |||
Employee Stock Option [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share based awards, common stock reserved for issuance | 2,028,820 | 2,028,820 | 1,112,275 | |
Share based awards, vesting period | 4 years | |||
Share based awards, maximum contractual term | 10 years | |||
Weighted-average grant date fair value, options granted | $ 12.83 | |||
Fair value of options vested | $ 400,000 | |||
Unrecognised compensation cost | $ 12,600,000 | $ 12,600,000 | ||
Unrecognised compensation cost, recognition period | 3 years 3 months 18 days | |||
Total intrinsic value of options exercised | $ 0 | |||
2017 Stock Option and Grant Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share based awards, common stock reserved for issuance | 1,246,290 | 1,246,290 | ||
Share based awards, shares available for future grant | 0 | 0 | ||
2024 Stock Option and Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share based awards, common stock reserved for issuance | 2,839,888 | |||
Share based awards, shares available for future grant | 811,068 | 811,068 | ||
Stock options granted | 902,331 | |||
Increase in number of shares reserved for issuance, percent of common stock outstanding | 5% | |||
Purchase of common stock through payroll deductions expressed in percentage of fair market value | 85% | |||
2024 Employee Stock Purchase Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share based awards, common stock reserved for issuance | 120,836 | |||
Increase in number of shares reserved for issuance (shares) | 241,677 | |||
Increase in number of shares reserved for issuance, percent of common stock outstanding | 1% | |||
Common stock offering period | 6 months | |||
Shares issued during period | 0 | |||
Excess of accrued right to purchase stock | $ 25,000 |
Agreements with Horizon - Addit
Agreements with Horizon - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Oct. 31, 2023 | Mar. 31, 2024 | |
Horizon collaboration agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Collaboration agreement, transaction price | $ 55 | |
Collaboration agreement, Aggregate amount of sales milestone | $ 75.1 | |
Received amount from Horizon | 55 | |
Collaboration agreement, contingent payment | 75.1 | |
Refund liability | 55 | |
Payment to horizon | 20.1 | |
Legacy Q32 [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Business combination, intial consideration | 55 | |
Sales-based milestone [Member] | Horizon collaboration agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Collaboration agreement, contingent payment | 75.1 | |
Collaboration agreement, contingent payment payable excess of cash received | $ 20.1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - Consulting and Advisory Agreements [Member] - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||
Related party transaction expense | $ 0 | $ 0 | |
Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | $ 0 | $ 0 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Provision for Income Taxes (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Deferred: | ||
Total income tax provision | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Line Items] | ||
Provision for tax expense (benefit) | $ 0 | $ 0 |
Net Income (Loss) per Share - S
Net Income (Loss) per Share - Summary of calculation of diluted net income (loss) per share, the numerator is adjusted for any changes (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net income (loss)-basic | $ 1,029 | $ (6,838) |
Net income (loss)-diluted | $ (14,771) | $ (6,838) |
Denominator: | ||
Weighted-average common shares outstanding-basic | 995,280 | 344,623 |
Dilutive securities | 1,338,900 | 0 |
Weighted-average common shares outstanding-diluted | 2,334,180 | 344,623 |
Net income (loss) per share-basic | $ 1.03 | $ (19.84) |
Net income (loss) per share - diluted | $ (6.33) | $ (19.84) |
Net Income (Loss) per Share -_2
Net Income (Loss) per Share - Summary of Computation of Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Series A convertible preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Options to purchase common stock | 0 | 2,286,873 |
Series A-1 convertible preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Options to purchase common stock | 0 | 312,094 |
Series B convertible preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Options to purchase common stock | 0 | 2,625,896 |
Employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Options to purchase common stock | 2,028,820 | 1,096,802 |
Warrants to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Options to purchase common stock | 18,144 | 7,988 |
Net Income (Loss) per Share - A
Net Income (Loss) per Share - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Principal balance of convertible notes | $ 30 | |
Debt instrument converted into equity number of shares issued | 1,433,410 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
Subsequent Event [Line Items] | ||
Common stock shares outstanding | 11,929,520 | 359,569 |