Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 10, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | QNCX | ||
Entity Registrant Name | Quince Therapeutics, Inc. | ||
Entity Central Index Key | 0001662774 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Common Stock, Shares Outstanding | 36,276,945 | ||
Entity Public Float | $ 70 | ||
Entity File Number | 001-38890 | ||
Entity Tax Identification Number | 90-1024039 | ||
Entity Address, Address Line One | 601 Gateway Boulevard, Suite 1250 | ||
Entity Address, City or Town | South San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94080 | ||
City Area Code | 415 | ||
Local Phone Number | 910-5717 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Interactive Data Current | Yes | ||
Security Exchange Name | NASDAQ | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | Part III incorporates by reference certain information from the registrant’s definitive proxy statement (the “Proxy Statement”) relating to its 2023 Annual Meeting of Stockholders. The Proxy Statement will be filed with the United States Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | ||
Auditor Firm ID | 243 | ||
Audior name | BDO USA, LLP | ||
Auditor location | San Jose, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 44,579,000 | $ 69,724,000 |
Short term investments | 45,602,000 | 37,078,000 |
Prepaid expenses and other current assets | 3,567,000 | 4,871,000 |
Total current assets | 93,748,000 | 111,673,000 |
Property and equipment, net | 393,000 | 263,000 |
Operating lease right-of-use assets, net | 291,000 | 1,165,000 |
Long term investments | 3,578,000 | 19,933,000 |
Intangible asset | 5,900,000 | 0 |
Other assets | 0 | 194,000 |
Total assets | 103,910,000 | 133,228,000 |
Current liabilities: | ||
Accounts payable | 570,000 | 4,911,000 |
Accrued expenses and other current liabilities | 2,499,000 | 9,311,000 |
Total current liabilities | 3,069,000 | 14,222,000 |
Long-term operating lease liabilities | 0 | 420,000 |
Deferred tax liabilities | 248,000 | 0 |
Total liabilities | 3,317,000 | 14,642,000 |
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 10,000,000 authorized, no shares issued and outstanding as of December 31, 2022 and 2021, respectively | 0 | 0 |
Common stock, $0.001 par value, 100,000,000 shares authorized, 36,136,480 and 30,074,412 issued and outstanding as of December 31, 2022 and 2021, respectively | 36,000 | 30,000 |
Additional paid in capital | 389,105,000 | 355,234,000 |
Accumulated other comprehensive loss | (289,000) | (79,000) |
Accumulated deficit | (288,259,000) | (236,599,000) |
Total stockholders’ equity | 100,593,000 | 118,586,000 |
Total liabilities and stockholders’ equity | $ 103,910,000 | $ 133,228,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 36,136,480 | 30,074,412 |
Common stock, shares outstanding | 36,136,480 | 30,074,412 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 25,178,000 | $ 60,795,000 |
General and administrative | 26,012,000 | 29,523,000 |
Goodwill impairment charge | 825,000 | 0 |
Total operating expenses | 52,015,000 | 90,318,000 |
Loss from operations | (52,015,000) | (90,318,000) |
Interest income | 1,068,000 | 620,000 |
Other expense, net | (997,000) | (247,000) |
Net loss before income tax benefit | (51,944,000) | 0 |
Income tax benefit | 284,000 | 0 |
Net loss | (51,660,000) | (89,945,000) |
Other comprehensive income / (loss): | ||
Foreign currency translation adjustments | 248,000 | 20,000 |
Unrealized gain / (loss) on available for sales securities | (458,000) | (412,000) |
Total comprehensive loss | $ (51,870,000) | $ (90,337,000) |
Net loss per share - basic | $ (1.54) | $ (3.03) |
Net loss per share - diluted | $ (1.54) | $ (3.03) |
Weighted average shares of common stock outstanding - basic | 33,496,534 | 29,718,506 |
Weighted average shares of common stock outstanding - diluted | 33,496,534 | 29,718,506 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid in Capital | Accumulated Other Comprehensive Income / (Loss) | Accumulated Deficit |
Beginning balance at Dec. 31, 2020 | $ 172,262 | $ 29 | $ 318,574 | $ 313 | $ (146,654) |
Beginning balance, shares at Dec. 31, 2020 | 29,543,222 | ||||
Exercise of stock options | 6,808 | $ 1 | 6,807 | ||
Exercise of stock options, shares | 531,190 | ||||
Stock based compensation | 29,853 | 29,853 | |||
Foreign currency translation adjustments | 20 | 20 | |||
Unrealized gain (loss) on available for sale investments | (412) | (412) | |||
Net loss | (89,945) | (89,945) | |||
Ending balance at Dec. 31, 2021 | 118,586 | $ 30 | 355,234 | (79) | (236,599) |
Ending balance, shares at Dec. 31, 2021 | 30,074,412 | ||||
Issuance of common stock , net of issuance costs | 608 | 608 | |||
Issuance of common stock , net of issuance costs, shares | 51,769 | ||||
Issuance of common stock on exercise of stock options and vesting of restricted stock units | 148 | 148 | |||
Issuance of common stock on exercise of stock options and vesting of restricted stock units, shares | 490,299 | ||||
Stock based compensation | 16,618 | 16,618 | |||
Value of share Issued in connection with acquisition of Novosteo | 16,503 | $ 6 | 16,497 | ||
Share issuance in connection with acquisition of Novosteo Inc. | 5,520,000 | ||||
Foreign currency translation adjustments | 248 | 248 | |||
Unrealized gain (loss) on available for sale investments | (458) | (458) | |||
Net loss | (51,660) | (51,660) | |||
Ending balance at Dec. 31, 2022 | $ 100,593 | $ 36 | $ 389,105 | $ (289) | $ (288,259) |
Ending balance, shares at Dec. 31, 2022 | 36,136,480 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Private Placement | |
Stock issuance costs | $ 19 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net Loss | $ (51,660) | $ (89,945) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Non-cash rent expense | (29) | 199 |
Stock based compensation | 16,618 | 29,853 |
Depreciation and amortization | 204 | 344 |
Impairment loss on operating lease | 136 | 0 |
Loss on disposal of fixed assets | 94 | 0 |
Non-cash goodwill impairment charge | 825 | 0 |
Amortization of premium / (discount) on available for sale investments | (113) | 878 |
Change in deferred tax liabilities due to acquisition of Novosteo, Inc. | (284) | 0 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Prepaid expenses and other current assets | 2,580 | (829) |
Other assets | 194 | (155) |
Accounts payable | (5,943) | 1,356 |
Accrued expenses and other current liabilities | (6,660) | (4,633) |
Net cash used in operating activities | (44,038) | (62,932) |
Cash flow from investing activities: | ||
Purchase of investments | (75,021) | (38,789) |
Proceeds from maturities of investments | 82,493 | 97,921 |
Cash acquired from Novosteo, Inc. | 10,593 | 0 |
Proceeds from disposal of assets | 70 | 0 |
Purchase of property and equipment | (133) | (180) |
Net cash provided by (used in) investing activities | 18,002 | 58,952 |
Cash flows from financing activities: | ||
Payments of finance leases | (49) | 0 |
Proceeds from issuance of common stock upon exercise of stock options | 148 | 6,808 |
Proceeds from issuance of common stock | 608 | 0 |
Proceeds from private placement offering, net of issuance costs | 0 | 0 |
Net cash provided by financing activities | 707 | 6,808 |
Effect of exchange rate changes on cash | 184 | 55 |
Net increase in cash and cash equivalents | (25,145) | 2,883 |
Cash and cash equivalents at beginning of period | 69,724 | 66,841 |
Cash and cash equivalents at end of period | 44,579 | 69,724 |
Supplemental disclosures of non-cash information: | ||
Net assets acquired of Novosteo, Inc. in exchange for common stock | 16,503 | 0 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 411 | 1,254 |
Right-of-use asset and operating lease liability reduction as a result of lease modification | $ (640) | $ 0 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1. Organization Description of Business Effective August 1, 2022, Cortexyme Inc. changed its name to Quince Therapeutics, Inc (the "Company"). The Company was incorporated in the State of Delaware in June 2012 and is headquartered in South San Francisco, California. In April 2021, the Company established a wholly owned subsidiary in Australia, Cortexyme Australia, Pty Ltd. The Company is a preclinical stage biopharmaceutical company focused on advancing innovative precision therapeutics for debilitating and rare diseases. From the inception, the Company has been focused on novel therapeutic approaches to improve the lives of patients diagnosed with Alzheimer’s and other degenerative diseases. The predecessor company, Cortexyme, Inc. (“Cortexyme”) was initially founded on the seminal discovery of the presence of Porphyromonas gingivalis, or P. gingivalis, and its secreted toxic virulence factor proteases, called gingipains, in the relevant brain areas of both Alzheimer's and Parkinson's disease patients. The acquisition of Novosteo, Inc. in 2022, and the addition of new executive management has allowed the Company to strategically shift focus and prioritize the internal development of our innovative bone-targeting drug platform and lead compound NOV004 for development for rare skeletal diseases, bone fractures, and injury. At that time the Company changed our corporate name to Quince Therapeutics, Inc. On January 30, 2023, the Company provided an update on its development pipeline and business outlook for 2023. The Company intends to prioritize capital resources toward the expansion of our development pipeline through opportunistic in-licensing and acquisition of clinical-stage assets targeting debilitating and rare diseases. The Company plans to out-license our bone-targeting drug platform and precision bone growth molecule NOV004 designed for accelerated fracture repair in patients with bone fractures and osteogenesis imperfecta. Novosteo, Inc. Acquisition On May 9, 2022, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Novosteo, Quince Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, Quince Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Company, Novosteo, and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the securityholders’ representative. The transaction closed on May 19, 2022. Pursuant to the terms of the Merger Agreement, at the closing of the Acquisition ("Acquisition"), each share of capital stock of Novosteo that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive 0.0911 shares of common stock, par value $ 0.001 per share, of the Company. The Company issued 5,520,000 shares and assumed 507,108 outstanding Novosteo options after conversion with the awards, retaining the same vesting and other terms and conditions as in effect immediately prior to consummation of the Acquisition. Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, Merger Sub I merged with and into Novosteo (the “First Merger”), with Novosteo as the surviving entity in the First Merger (the “First Step Surviving Corporation”). Immediately following the First Merger, the First Step Surviving Corporation merged with and into Merger Sub II, with Merger Sub II surviving the Acquisition. Merger Sub II was renamed Novosteo, LLC and is a wholly-owned single member limited liability corporation. Novosteo, LLC has a wholly owned subsidiary in Australia, Novosteo Pty Ltd. Liquidity and Capital Resources The Company has incurred losses and negative cash flows from operations since inception and expects to continue to generate operating losses for the foreseeable future. As of December 31, 2022, the Company had an accumulated deficit of $ 288.3 million. Since inception through December 31, 2022, the Company has funded operations primarily with the net proceeds from the issuance of convertible promissory notes, from the issuance of redeemable convertible preferred stock, from the net proceeds from the IPO and from the net proceeds from the PIPE Financing. As of December 31, 2022, the Company had cash, cash equivalents, and short-term investments of $ 90.2 million, which it believes will be sufficient to fund its planned operations for a period of at least 12 months from the date of the issuance of the accompanying consolidated financial statements. The Company also has long-term investments of $ 3.6 million. Management expects to incur additional losses in the future to fund the Company's operations and conduct product research and development and may need to raise additional capital to fully implement its business plan. The Company may raise additional capital through the issuance of equity securities, debt financings or other sources including out-licensing or partnerships, in order to further implement its business plan. However, if such financing is not available when needed and at adequate levels, the Company will need to reevaluate its operating plan and may be required to delay the development of its product candidates. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Consolidation The accompanying consolidated financial statements include the accounts of Quince Therapeutics, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Basis of Presentation The accompanying consolidated financial statements and the notes thereto have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the instructions of the SEC on Form 10-K through the rules and interpretive releases of the SEC under federal securities law. Use of Estimates T he preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses, as well as related disclosure of contingent assets and liabilities. The most significant estimates used in the Company’s consolidated financial statements relate to the determination of the fair value of stock-based awards and other issuances, determination of the fair value of identifiable assets and liabilities in connection with the acquisition of Novosteo, Inc., including associated intangible assets and goodwill, accruals for research and development costs, useful lives of long-lived assets, stock-based compensation and related assumptions, the incremental borrowing rate for leases and income tax uncertainties, including a valuation allowance for deferred tax assets, eligibility of expenses for the Australia research and development refundable tax credits, impairment of intangible assets or goodwill; and contingencies. The Company bases its estimates on historical experience and on various other market specific and other relevant assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from the Company’s estimates. Foreign Currency Translation and Transactions The functional currency of the Company’s wholly-owned subsidiary is the Australian Dollar. Its financial results and financial position are translated into U.S. dollars using exchange rates at balance sheet dates for assets and liabilities and using average exchange rates for income and expenses. The resulting translation differences are presented as a separate component of accumulated other comprehensive loss, as a separate component of equity. Foreign currency transactions are translated into the functional currencies using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses, resulting from the settlement of such transactions and from the re-measurement of monetary assets and liabilities denominated in foreign currencies using exchange rates at balance sheet date and non-monetary assets and liabilities using historical exchange rates, are recognized in the consolidated statements of operations and comprehensive income. Risk and Uncertainties The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty of results of clinical trials and reaching milestones, uncertainty of regulatory approval of the Company’s potential drug candidates, uncertainty of market acceptance of the Company’s drug candidates, competition from substitute products and larger companies, securing and protecting proprietary technology, strategic relationships and dependence on key individuals and sole source suppliers. The Company’s drug candidates will require approvals from the U.S. Food and Drug Administration ("FDA") and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any drug candidate will receive the necessary approvals. On January 25, 2022, the Company received a letter from the FDA Division of Neurology 1 placing a full clinical hold on atuzaginstat (COR388) IND application. Segments The Company operates and manages its business as one reportable and operating segment, which is the business of developing and commercializing therapeutics. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating and evaluating financial performance. All long-lived assets are maintained in the United States of America. Business Combinations The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs, which would meet the requirements of a business. The Company accounts for business combinations using the acquisition method pursuant to the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 805. This method requires, among other things, that results of operations of acquired companies are included in the Company's financial results beginning on the respective acquisition dates, and that identifiable assets acquired and liabilities assumed are recognized at fair value as of the acquisition date. Intangible assets acquired in a business combination are recorded at fair value using one of three valuation approaches, the income approach, the market approach or the cost approach. The Company reviewed the three valuation approaches and determined the income approach was the most appropriate model to approximate fair value for the Acquisition. The income approach model requires assumptions about the timing and amount of future net cash flows, the cost of capital and terminal values from the perspective of a market participant. Any excess of the fair value of consideration transferred (the “Purchase Price”) over the fair values of the net assets acquired is recognized as goodwill. The fair value of identifiable assets acquired and liabilities assumed in certain cases may be subject to revision based on the final determination of fair value during a period of time not to exceed 12 months from the acquisition date. Legal costs, due diligence costs, business valuation costs and all other acquisition-related costs are expensed when incurred. Intangible Assets Intangible assets with a definite useful life are amortized on a straight-line basis over the estimated useful life of the related assets. Intangible assets with an indefinite useful life are not amortized. Intangible assets acquired in a business combination or an acquisition that are used in research and development activities (regardless of whether they have an alternative future use) shall be considered indefinite lived until the completion or abandonment of the associated research and development efforts. Intangible assets acquired in a business combination are initially recorded at fair value. During the period that those assets are considered indefinite lived, they shall not be amortized but shall be tested for impairment. Once the research and development efforts are completed or abandoned, the entity shall determine the useful life of the assets. An intangible asset shall be tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the intangible asset is less than its carrying amount, If that is the case, the Company performs a quantitative impairment test, and, if the carrying amount of the Company exceeds its fair value, then the Company will recognize an impairment charge for the amount by which its carrying amount exceeds its fair value, not to exceed the carrying amount of the intangible asset. Qualitative factors to be considered include but are not limited to: • Cost factors such as increases in raw materials, labor, or other costs that have a negative effect on future expected earnings and cash flows; • Legal/regulatory factors or progress and results of clinical trials; • Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation that could affect significant inputs used to determine the fair value of the indefinite-lived intangible asset; • Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment; • Macroeconomic conditions such as deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets that could affect significant inputs used to determine the fair value of the indefinite-lived intangible asset; Goodwill Goodwill represents the excess of the purchase price over the fair value of the net assets acquired as of the acquisition date. Goodwill has an indefinite useful life and is not amortized. The Company reviews its goodwill for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of the Company may exceed its fair value. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the Company is less than its carrying amount, including goodwill. If that is the case, the Company performs a quantitative impairment test, and, if the carrying amount of the Company exceeds its fair value, then the Company will recognize an impairment charge for the amount by which its carrying amount exceeds its fair value, not to exceed the carrying amount of the goodwill. Cash, Cash Equivalents and Investments The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Cash equivalents include marketable securities. Management determines the appropriate classification of its investments in debt securities at the time of purchase and at the end of each reporting period. Investments with original maturities beyond three months at the date of purchase and which mature at, or less than twelve months from the balance sheet date are classified as short-term investments. Investments with a maturity beyond twelve months from the balance sheet date are classified as long-term investments. Collectively, cash equivalents, short-term investments and long-term investments are considered available-for-sale and are recorded at fair value. Unrealized gains and losses are recorded as a component of other comprehensive loss in the consolidated statements of operations and included as a separate component of consolidated statements of stockholders’ equity (deficit). Realized gains and losses are included in interest income in the consolidated statements of operations and comprehensive loss. Premiums (discounts) are amortized (accreted) over the life of the related investment as an adjustment to yield using the straight-line interest method. Dividend and interest income are recognized when earned. These amounts are recorded in “interest income” in the statements of operations and comprehensive loss. Property and Equipment, Net Property and equipment are stated at cost and reduced by accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful lives of the respective assets. Depreciation and amortization begin at the time the asset is placed in service. Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in operations in the period realized. The useful lives of property and equipment are as follows: Computer equipment 3 years Lab equipment 5 years Finance lease right of use assets Shorter of estimated useful life or lease term Leasehold improvement Shorter of estimated useful life or lease term Office furniture 3 years Concentration of Credit Risk Cash equivalents, short-term and long-term investments are financial instruments that potentially subject the Company to concentrations of credit risk. The Company invests in money market funds, repurchase agreements, treasury bills and notes, government bonds, and corporate notes. The Company limits its credit risk associated with cash equivalents, short-term and long-term investments by placing them with banks and institutions it believes are highly credit worthy and in highly rated investments. Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment charge would be recorded when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value. The Company recognized impairment charges of $ 0.2 million related to the San Diego lease impairment loss and loss on disposal of fixed assets for the year ended December 31, 2022 . The Company did no t recognize an impairment charge for the year ended 2021 . Leases The Company determines if an arrangement includes a lease at inception. Right-of-use lease assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The right-of-use lease asset includes any lease payments made and excludes lease incentives. Incremental borrowing rate is used in determining the present value of future payments. The Company applies a portfolio approach to the property leases to apply an incremental borrowing rate to leases with similar lease terms. The lease terms may include options to extend or terminate the lease. The Company recognizes the options to extend the lease as part of the right-of-use lease assets and lease liabilities only if it is reasonably certain that the option would be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the non-cancelable lease term. Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist primarily of personnel costs for the Company’s research and product development employees. Also included are non-personnel costs such as professional fees payable to third parties for preclinical and clinical studies and research services, laboratory supplies and equipment maintenance, product licenses, and other consulting costs. The Company estimates preclinical and clinical study and research expenses based on the services performed, pursuant to contracts with contract research organizations (“CROs”) that conduct and manage preclinical and clinical studies and research services on its behalf. Expenses related to clinical studies are based on estimates of the services received and efforts expended pursuant to contracts with many research institutions, clinical research organizations and other service providers that conduct and manage clinical studies on the Company's behalf. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Generally, these agreements set forth the scope of work to be performed at a fixed fee or unit price. Payments under the contracts are mainly driven by time and materials incurred by these service providers. Payments made to third parties under these arrangements in advance of the performance of the related services by the third parties are recorded as prepaid expenses until the services are rendered. Expenses related to clinical studies are generally recorded based on the timing of when services that have been performed on the Company’s behalf by the service providers, clinical trial budgets and in accordance with the contracts and related amendments. The determination of timing involves reviewing open contracts and purchase orders, communicating with applicable personnel to identify the timing of when services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of actual cost. The Company periodically confirms the accuracy of estimates with the service providers and makes adjustments if necessary. Examples of estimated clinical expenses include: • fees paid to Contract Research Organizations, or CROs, in connection with clinical studies; • fees paid to investigative sites in connection with clinical studies; • fees paid to contract manufacturers in connection with the production of clinical study materials; and • fees paid to vendors in connection with preclinical development activities. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the prepaid or accrual accordingly. Payments associated with licensing agreements to acquire exclusive licenses to develop, use, manufacture and commercialize products that have not reached technological feasibility and do not have alternate commercial use are expensed as incurred. Patent Costs The Company has no historical data to support a probable future economic benefit for the arising patent applications, filing and prosecution costs. Therefore, patent costs are expensed as incurred. Stock-Based Compensation The Company accounts for stock-based compensation arrangements with employees in accordance with Accounting Standards Codification (“ASC”) 718, Compensation—Stock Compensation. Stock-based awards granted include stock options with service-based vesting. ASC 718 requires the recognition of compensation expense, using a fair value-based method, for costs related to all stock-based payments. The Company’s determination of the fair value of stock options with service-based vesting on the date of grant utilizes the Black-Scholes option-pricing model and is impacted by its common stock price as well as other variables including: but not limited to, expected term that options will remain outstanding, expected common stock price volatility over the term of the option awards, risk-free interest rates and expected dividends. The fair value of a stock-based award is recognized over the period during which an optionee is required to provide services in exchange for the option award, known as the requisite service period (usually the vesting period) on a straight-line basis. Stock-based compensation expense is recognized based on the fair value determined on the date of grant and is reduced for forfeitures as they occur. The Company uses a Monte Carlo Simulation model to estimate the grant date fair value of stock option awards with market-based performance conditions. Income Taxes The Company accounts for income taxes under the asset and liability method. Current income tax expense or benefit represents the amount of income taxes expected to be payable or refundable for the current year. Deferred income tax assets and liabilities are determined based on differences between the consolidated financial statement reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards and are measured using the enacted tax rates and laws that will be in effect when such items are expected to reverse. Deferred income tax assets are reduced, as necessary, by a valuation allowance when management determines it is more likely than not that some or all of the tax benefits will not be realized. The Company accounts for uncertain tax positions in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes . The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available. The Company includes any penalties and interest expense related to income taxes as a component of other expense and interest expense, net, as necessary. Comprehensive Loss The Company is required to report all components of comprehensive loss, including net loss, in the consolidated financial statements in the period in which they are recognized. Comprehensive loss is defined as a change in equity of a business enterprise during a period, resulting from transactions and other events and circumstances from non-owner sources. The Company had an unrealized loss from its available-for sale securities and cumulative translation adjustment during the years ended December 31, 2022 and December 31, 2021, which are considered other comprehensive loss. Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and common share equivalents of potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation and common stock options are considered to be potentially dilutive securities. Because the Company reported a net loss for the years ended December 31, 2022 and 2021 , and the inclusion of the potentially dilutive securities would be antidilutive, diluted net loss per share is the same as basic net loss per share for both periods. Recent Accounting Pronouncements Not Yet Adopted The following are new accounting pronouncements that the Company is evaluating for future impacts on its financial statements: Financial Instruments—Credit Losses: In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which amends the principles around the recognition of credit losses by mandating entities incorporate an estimate of current expected credit losses when determining the value of certain assets. The guidance also amends reporting around allowances for credit losses on available-for-sale marketable securities. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates, which established that a one-time determination of the effective date for ASU 2016-13 would be based on the Company’s SEC reporting status as of November 15, 2019. The Company was a “smaller reporting company” as defined by Item 10 of Regulation S-K, and therefore, ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company does not believe this will have a material impact on its financial statements. All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 3. Fair Value Measurements The fair value of the Company's financial instruments reflects the amounts that the company estimates would receive in connection with the sale of an asset or pay in connection with the transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). The Company discloses and recognizes the fair value of the assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows: Level 1 - Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; Level 2 - Inputs other than quoted prices that are observable for the assets or liability either directly or indirectly, including inputs in markets that are not considered to be active; Level 3 - Inputs that are unobservable. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's financial instruments are carried in the accompanying consolidated balance sheets at amounts that approximate fair value. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the years ended December 31, 2022 and 2021. Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements by major security type as of December 31, 2022 and 2021 are presented in the following tables (in thousands): Fair Value Measurements at December 31, 2022 Total Level 1 Level 2 Level 3 Money market funds $ 10,988 $ 10,988 $ — $ — Certificates of Deposit 6,102 — 6,102 — Repurchase Agreements 9,000 — 9,000 — Corporate notes 12,411 — 12,411 — Government and agency notes 50,766 — 50,766 — Municipal notes 506 — 506 — Total $ 89,773 $ 10,988 $ 78,785 $ — Fair Value Measurements at December 31, 2021 Total Level 1 Level 2 Level 3 Money market funds $ 15,954 $ 15,954 $ — $ — Certificates of Deposit 11,503 — 11,503 — Repurchase Agreements 13,500 — 13,500 — Corporate notes 38,397 — 38,397 — Government and agency notes 5,178 — 5,178 — Municipal notes 1,933 — 1,933 — Total $ 86,465 $ 15,954 $ 70,511 $ — The Company classifies corporate notes, certificates of deposit, repurchase agreements, municipal notes, and government and agency notes as Level 2 investments as the Company uses quoted prices for similar assets sourced from certain third-party pricing services. The third-party pricing services generally utilize industry standard valuation models for which all significant inputs are observable, either directly or indirectly, to estimate the price or fair value of the securities. The primary input generally includes reported trades of or quotes on the same or similar securities. The Company does not make additional judgments or assumptions made to the pricing data sourced from the third-party pricing services. |
Cash, Cash Equivalents and Inve
Cash, Cash Equivalents and Investments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Cash, Cash Equivalents and Investments | Note 4: Cash, Cash Equivalents and Investments The following tables categorize the fair values of cash, cash equivalents, short-term investments and long-term investments measured at fair value on a recurring basis on our balance sheets (in thousands): December 31, 2022 2021 Cash and cash equivalents: Cash $ 3,986 $ 40,270 Money market funds 10,988 15,954 Repurchase agreements 9,000 13,500 Government and agency notes 20,605 — Total cash and cash equivalents $ 44,579 $ 69,724 Short-term investments: Certificates of deposit $ 5,390 $ 6,928 Municipal notes 506 1,283 Corporate notes 12,411 25,675 Government and agency notes 27,295 3,192 Total short-term investments $ 45,602 $ 37,078 Long-term investments Corporate notes $ — $ 12,722 Certificates of deposit 712 4,575 Municipal notes — 650 Government and agency notes 2,866 1,986 Total long-term investments $ 3,578 $ 19,933 The investments are classified as available-for-sale securities. As of December 31, 2022, the weighted average remaining contractual maturities of available-for-sale securities was approximately 5 months . At December 31, 2022 and 2021 , the unrealized gain (loss) activity related to the Company’s available-for-sale securities is included in the Company’s accumulated other comprehensive income (loss). There were no significant realized gains or losses recognized on the sale or maturity of available-for-sale securities for the years ended December 31, 2022 and 2021 and as a result, the Company did no t reclassify any amounts out of accumulated other comprehensive income. Based on the Company’s review of its available-for-sale securities, the Company has a limited number of available-for-sale securities in insignificant loss positions as of December 31, 2022. Management evaluates securities for other-than-temporary impairment (OTTI) on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. Investment securities are generally evaluated for OTTI under FASB Accounting Standards Codification (ASC) Topic 320, Accounting for Certain Investments in Debt and Equity Securities. OTTI under the ASC Topic 320 model, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the entity has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time. No other-than-temporary impairments on these securities were recognized for the years ended as of December 31, 2022 and 2021. The following table summarizes the available-for-sale securities (in thousands): Fair Value Measurements at December 31, 2022 Amortized Unrealized Unrealized Fair Value Money market funds $ 10,988 $ — $ — $ 10,988 Certificates of Deposit 6,237 1 ( 136 ) 6,102 Repurchase Agreements 9,000 — — 9,000 Corporate notes 12,575 — ( 164 ) 12,411 Government and agency notes 51,020 4 ( 258 ) 50,766 Municipal notes 510 — ( 4 ) 506 Total cash equivalents and investments $ 90,330 $ 5 $ ( 562 ) $ 89,773 Classified as: Cash equivalents (original maturities within 90 days) $ 40,593 Short-term investments (maturities within one year) 45,602 Long-term investments (maturities beyond 1 year) 3,578 Total cash equivalents and investments $ 89,773 Fair Value Measurements at December 31, 2021 Amortized Unrealized Unrealized Fair Value Money market funds $ 15,954 $ — $ — $ 15,954 Certificates of Deposit 11,511 12 ( 20 ) 11,503 Repurchase Agreements 13,500 — — 13,500 Corporate notes 38,470 6 ( 79 ) 38,397 Government and agency notes 5,195 — ( 17 ) 5,178 Municipal notes 1,934 — ( 1 ) 1,933 Total cash equivalents and investments $ 86,564 $ 18 $ ( 117 ) $ 86,465 Classified as: Cash equivalents (original maturities within 90 days) $ 29,454 Short-term investments (maturities within one year) 37,078 Long-term investments (maturities beyond 1 year) 19,933 Total cash equivalents and investments $ 86,465 |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Components [Abstract] | |
Balance Sheet Components | Note 5: Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2022 2021 Prepaid expenses $ 223 $ 333 Prepaid insurance 977 1,144 Prepaid research and development expenses 1,088 1,899 Australia research and development refundable tax credit 1,003 1,128 Other current assets 276 367 Total prepaid expenses and other current assets $ 3,567 $ 4,871 Cortexyme Australia, Pty, Ltd, is eligible to obtain a cash refund from the Australian Taxation Office for eligible R&D expenditures under the Australian R&D Tax Incentive Program (the “Australian Tax Incentive”). The Australian Tax Incentive is recognized as a reduction to R&D expense when there is reasonable assurance that the relevant expenditure has been incurred, the amount can be reliably measured and that the Australian Tax Incentive will be received. The Company recognized reductions to R&D expense of $ 0.6 million and $ 1.1 million for the years ended December 31, 2022 and 2021, respectively. Novosteo Pty, Ltd is eligible to obtain a cash refund from the Australian Taxation Office for eligible R&D expenditures under the Australian Tax Incentive as well. The Company is eligible to receive a refundable tax credit of $ 0.5 million and $ 0 million for the years ended December 31, 2022 and 2021, respectively. Property and equipment, net Property and equipment, net consisted of the following (in thousands): December 31, 2022 2021 Computer equipment $ 18 $ 53 Lab equipment 415 528 Finance lease right of use assets 124 557 Leasehold improvement 21 58 Office furniture — 26 Less: accumulated amortization and depreciation ( 185 ) ( 959 ) Property and equipment, net $ 393 $ 263 Depreciation expense for property and equipment was $ 204,000 and $ 344,000 for the years ended December 31, 2022 and 2021, respectively. Accrued Expenses and Other Current Liabilities Accrued expense and other current liabilities consisted of the following (in thousands): December 31, 2022 2021 Personnel expenses $ 1,130 $ 820 Professional fees 234 462 Research and development expenses 497 7,108 Current portion of operating lease liabilities 377 741 Current portion of finance lease liability 76 — Other 185 180 Total accrued expenses and other current liabilities $ 2,499 $ 9,311 In response to the reprioritization of the Company's pipeline following the clinical hold on atuzaginstat (COR388) IND application, on February 2, 2022, the Board approved a cost reduction program to reorganize operations and allow continued support for the needs of the business. Under the cost reduction program, the Company lowered headcount through a reduction in workforce. The reduction in force was completed in July 2022. To be eligible for the severance payments, employees had to remain with the Company through their communicated severance date. The Company recognized the severance and related expenses over the requisite employment obligation period. For the year 2022 Beginning accrued severance $ — Incurred during the period 3,942 Severance paid during the period ( 3,942 ) Ending accrued severance $ — |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 6. Leases Real Estate Operating Leases In June 2018, the Company entered into a three-year lease agreement with no renewal options with an investor in the Series B redeemable convertible preferred stock. The lease began on July 16, 2018 and provides office and laboratory space in South San Francisco, California. The Company issued 114,437 shares of its Series B redeemable convertible preferred stock with a fair value of $ 1.1 million in exchange for the leased facility. No other payments were due under the lease. The common area maintenance and other operating costs are included in the base rent. 100 % of the issued shares were initially subject to a repurchase option. Pursuant to the terms of the lease, each month beginning on the one-month anniversary of the commencement date of the lease, 1/36 th of the total shares are released from the repurchase option until all shares are released over the lease period of three years . The scheduled release of shares ceased immediately upon the IPO which was a terminating event. The Company completed its IPO on May 13, 2019 and as a result, pursuant to the terms of the lease agreement, all previously unvested shares were fully vested and as part of the IPO process, all outstanding shares of the Company’s redeemable convertible preferred stock including the Series B redeemable convertible preferred stock issued in connection with the lease agreement were converted into shares of the Company’s common stock on a 1 -for-1 basis and the operating lease liability was extinguished. In May 2019, the Company entered into an amendment to the lease agreement to rent additional space in the same facility under the same terms as its existing facility lease except the terms of payment. Under the terms of the amendment, the Company paid a one-time fee of approximately $ 63,000 for the additional space and the lease agreement will terminate in July 2021 . No other payments are due under the lease agreement and no renewal option is available. As the entire lease is prepaid, there is no associated lease liability. In May 2020, the Company entered into a second amendment to the lease agreement to rent additional space in the same facility under the same terms as its existing facility lease except the terms of payment. Under the terms of the amendment, the Company will pay rent monthly for the additional space and the lease agreement will terminate in July 2021 . The Company recorded an operating lease asset and liability of $ 172,000 . In May 2021, the Company entered into a third amendment to the lease agreement to extend the term of its existing facility space to July 15, 2022 under the same terms as its existing facility lease except the terms of payment. The lease amendment provides for one-year extension period under the same terms. As a result of this amendment, the Company recognized an additional right-of-use asset and corresponding lease liability of $ 1.2 million. In the same agreement, the Company also agreed to rent additional space effective July 16, 2021 for a period of 12 months. The lease amendment provides for one-year extension period and was included in the lease term as it was reasonably certain that the Company would exercise the option. The Company recognized an additional right of use asset and corresponding lease liability of $ 44,000 in July 2021. Total payments under the third amendment to the lease including the additional space was approximately $ 1.3 million. In March 2022, in response to the reprioritization of the Company's pipeline following the clinical hold on atuzaginstat (COR388) IND application, the Company has decided not to exercise the one-year extension period which was previously included in the determination of the lease term at the time the lease was modified in May 2021. This reduction in lease term was determined to be a lease modification and as such, the lease liability was re-measured and corresponding Right of use ("ROU asset") adjusted using an incremental borrowing rate at the date of modification. The Company reduced the ROU asset and lease liability by approximately $ 640,000 . In May 2020, the Company entered into a lease agreement to rent space in San Diego, California. The lease agreement is for three years , which commenced August 1, 2020. Total payments under the lease will be $ 337,000 . In June 2022; the Company determined the San Diego facility was no longer required and intends to sublease the facility, if possible. As a result of this decision, the Company recorded an impairment loss of approximately $ 136,000 and $ 0 for the year ended December 31, 2022 and 2021, respectively, as it was determined that a sublease was improbable. The Company paid a security deposit of $ 29,000 which is included in Prepaid Expenses and Other Current Assets on the December 31, 2022 consolidated balance sheets and was included in Other Assets on the December 31, 2021 consolidated balance sheet. In June 2022, the Company entered into a Sublease Agreement to rent office space in South San Francisco, California. The Sublease agreement commenced on June 18, 2022 and ends on November 30, 2023. The total payments under the term of the lease are expected to be approximately $ 271,000 . The Company paid a security deposit of $ 17,000 which is included in Prepaid Expenses and Other Current Assets on the December 31, 2022 consolidated balance sheet and was not included on the December 31, 2021 consolidated balance sheet. At the commencement of the lease, the Company recorded an operating lease right of use asset and liability of $ 256,000 . In October 2022, the Company entered into a lease agreement to rent space in West Lafayette, Indiana. The lease agreement amended the original lease to transfer liability to the Company due to the Acquisition. The lease agreement is for 15 months, which commenced on October 1, 2022 and ends on December 31, 2023. The total payments under the term of the lease are expected to be approximately $ 151,000 . At the commencement of the lease, the Company recorded an operating lease right of use asset and liability of $ 145,000 . In December 2022, the Company entered into an amendment to the lease agreement of the rental space in West Lafayette to rent additional space in the same facility under the same terms as its existing facility lease except the terms of payment. Under the terms of the amendment, the Company will pay rent monthly for the additional space. The Company recorded an operating lease right of use asset and liability of $ 10,000 . The Company recognizes lease expense on a straight-line basis over the term of its operating lease. As of December 31, 2022, total future rent expense from all real estate operating leases of $ 318,000 will be recognized over the remaining term of 12 months on a straight-line basis over the respective lease period. Clinical Equipment Financing Lease As part of the Acquisition the Company acquired a financing lease for lab equipment. The Company recognizes the depreciation expense in research and development expenses in the consolidated statements of operations and comprehensive loss and recognizes expense on a straight-line basis starting when the equipment is placed into service until the end of the remaining contract term of 18 months. Amortization expense of the financing lease right of use asset for the year ended December 31, 2022 was $ 50,000 . In 2021, the Company used certain vendor supplied equipment in connection with its clinical trial. The Company analyzed the vendor agreements and determined that they contained embedded finance leases. The Company recognized the depreciation expense in research and development expenses in the statements of operations and comprehensive loss and recognized expense on a straight-line basis starting when the equipment is placed into service until the end of the contract term ranging from 20 to 34 months. Amortization expense of the financing lease right of use asset for the year ended December 31, 2021 was $ 220,000 . Supplemental balance sheet information related to leases as follows (in thousands except lease terms and discount rates): December 31, 2022 December 31, 2021 Operating lease right of use asset, net $ 291 $ 1,165 Short-term operating lease liability 377 741 Long-term operating lease liability — 420 $ 377 $ 1,161 Finance lease right of use asset 124 557 Finance lease accumulated amortization ( 50 ) ( 557 ) Total finance lease right of use asset, net $ 74 $ — Weighted average remaining lease term Operating leases 0.9 years 1.6 years Finance leases 1.0 year — years Weighted average discount rate Operating leases 5.71 % 1.87 % Finance leases 4.45 % — % Year ended December 31, Operating Lease 2023 388 2024 — Total lease payments 388 Less: imputed interest ( 11 ) Total remaining lease liability 377 Lease costs for the years ended December 31, 2022 and 2021 were approximately: Years ended December 31, 2022 2021 Lease costs: Finance lease amortization of right of use assets $ 50 $ 220 Operating lease costs 572 729 Short-term lease costs 75 66 Total lease costs $ 697 $ 1,015 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7. Commitments and Contingencies Legal Matters The Company’s industry is characterized by frequent claims and litigation, including claims regarding intellectual property. As a result, the Company may be subject to various legal proceedings from time to time. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. Management is not aware of any pending or threatened litigation. Indemnification As permitted under Delaware law and in accordance with the Company’s bylaws, the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is or was serving in such capacity. The Company is also party to indemnification agreements with its directors. The Company believes the fair value of the indemnification rights and agreements is minimal. Accordingly, the Company has not recorded any liabilities for these indemnification rights and agreements as of December 31, 2022 and 2021. Contingencies From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues a liability for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. |
Equity Incentive Plans
Equity Incentive Plans | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plans | Note 8. Equity Incentive Plans The Company operates three stock plans as of December 31, 2022. • 2019 Equity Incentive Plan (Quince) • 2019 Equity Incentive Plan (Novosteo) • 2022 Inducement Plan (Quince) 2019 Equity Incentive Plan (Quince) On December 4, 2014, the Company’s stockholders approved the 2014 Stock Plan (“2014 Plan”), and on April 25, 2019 amended, restated and re-named the 2014 Plan as the 2019 Equity Incentive Plan (the “Quince 2019 Plan”), which became effective as of May 7, 2019, the day prior to the effectiveness of the registration statement filed in connection with the IPO. The remaining shares available for issuance under the 2014 Plan were added to the shares reserved for issuance under the Quince 2019 Plan. The Quince 2019 Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, RSUs, performance units, and performance shares to the Company’s employees, directors, and consultants. The maximum aggregate number of shares that may be issued under the Quince 2019 Plan is 8,591,030 shares of the Company’s common stock. In addition, the number of shares available for issuance under the Quince 2019 Plan will be annually increased on the first day of each of its fiscal years beginning with fiscal 2020, by an amount equal to the least of (i) 2,146,354 shares of common stock; (ii) 4 % of the outstanding shares of its common stock as of the last day of its immediately preceding fiscal year; and (iii) such other amount as the Company’s Board of Directors may determine. The Quince 2019 Plan may be amended, suspended or terminated by the Company’s Board of Directors at any time, provided such action does not impair the existing rights of any participant, subject to stockholder approval of any amendment to the Quince 2019 Plan as required by applicable law or listing requirements. Unless sooner terminated by the Company’s Board of Directors, the 2019 Plan will automatically terminate on April 23, 2029. Stock Options Activity for service-based stock options under the Quince 2019 Plan is as follows: Number of Weighted Weighted Aggregate (In thousands) Balance at December 31, 2020 4,790,327 $ 25.47 8.69 $ 49,723 Options granted 1,436,116 35.20 — — Options exercised ( 531,190 ) 12.82 — — Options cancelled / forfeited ( 123,960 ) 47.09 — — Balance at December 31, 2021 5,571,293 $ 28.70 8.26 $ 15,687 Options granted 2,051,058 8.13 — — Options exercised ( 102,152 ) 1.45 — — Options cancelled / forfeited ( 4,200,488 ) 29.30 — — Balance at December 31, 2022 3,319,711 $ 16.07 4.77 $ 65 Options vested and expected to vest to December 31, 2022 3,319,711 16.07 4.77 65 Options exercisable at December 31, 2022 2,209,330 $ 20.13 2.52 $ 65 Aggregate intrinsic value represents the difference between the Company’s estimated fair value of its common stock as of their respective balance sheet dates and the exercise price of outstanding options. The total intrinsic value of the Quince 2019 Plan options exercised was $ 1,393,000 and $ 22,512,000 for the years ended December 31, 2022 and 2021, respectively. The weighted-average grant date fair value of options granted during the years ended December 31, 2022 and 2021 was $ 6.05 and $ 25.66 per share, respectively. The total estimated grant date fair value of options vested during each of the years ended December 31, 2022 and 2021 was $ 31.8 million. In 2022 and 2021 , the Company recognized $ 11,361,000 and $ 26,140,000 , respectively, of stock-based compensation expense related to options granted to employees and non-employees. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the statement of operations for stock-based compensation arrangements. As of December 31, 2022, total unamortized employee stock-based compensation was $ 6.2 million, which is expected to be recognized over the remaining estimated vesting period of 2.27 years. Performance Stock Options (“PSOs”) In December 2020, the Company granted 675,000 performance stock options (“PSOs”) under the Stock Incentive Plan to its executive and senior officers. Vesting for the options is performance based and is based on continued employment at the vesting date, with the options vesting in two installments if the Company’s average closing price in any 45 consecutive trading day period exceeds a certain amount per share prior to March 15, 2023 and March 15, 2024, respectively. PSOs represent a contingent right to purchase Common Stock upon achievement of specified market conditions. In February 2022, the Company and certain executive officers agreed to voluntarily surrender 400,000 of the PSOs. As a result of the surrender, the Company accelerated the total remaining expense on these options and recognized approximately $ 3.6 million in compensation expense during the quarter ended March 31, 2022. In February 2022, the Company's Chief Executive Officer and Chief Scientific Officer resigned from the Company. As a result, the unvested PSOs were cancelled and the life to date expense of approximately $ 1.6 million was reversed in the quarter ended March 31, 2022. The following table summarizes activity under the Company’s PSOs from the 2019 Plan and related information: Shares Subject Weighted Weighted average Balance at December 31, 2021 675,000 $ 29.60 8.94 Surrendered ( 675,000 ) $ 29.60 Vested — — — Balance at December 31, 2022 — — — The Company recognized stock-based compensation expense of $ 2,044,000 and $ 3,713,000 in 2022 and 2021 , respectively relating to these PSOs. The weighted-average grant date fair value of the PSOs granted during 2020 was $ 14.90 per share. As of December 31, 2022 , there was no remaining unamortized stock-based compensation related to PSOs. Restricted Stock Units (“RSUs”) The following table summarizes activity under the Company’s RSUs from the Quince 2019 Plan and related information: Restricted Stock Units Outstanding Number of Shares Weighted Average Grant Date Fair Value Unvested - December 31, 2021 — — RSUs granted 1,013,500 $ 4.30 RSUs vested ( 388,147 ) $ 4.30 RSUs cancelled ( 594,477 ) $ 4.30 Unvested - December 31, 2022 30,876 $ 4.30 The fair value of the RSUs is determined on the grant date based on the fair value of the Company’s common stock. The fair value of the RSUs is recognized as expense ratably over the vesting period of two years . The total grant date fair value of the RSUs vested during the years ended December 31, 2022 and 2021 was $ 1.7 million and $ 0 million, respectively. The aggregate intrinsic value of the shares of the RSUs vested during the year ended December 31, 2022 was $ 1.1 million. For the years ended December 31, 2022 and 2021, the Company recognized stock-based compensation expense of $ 1,337,000 and $ 0 , respectively, related to these RSUs. As of December 31, 2022, the total unamortized stock-based compensation related to RSUs was $ 0.1 million, which is expected to be recognized over the remaining estimated vesting period of 1.17 years. 2019 Equity Incentive Plan (Novosteo) On May 19, 2022, in accordance with the term of the Merger Agreement, the Company assumed the 2019 Novosteo, Inc Equity Incentive Plan (the "2019 Novosteo Plan"). The 2019 Novosteo Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, RSUs, performance units, and performance shares to the Novosteo legacy employees. On the closing date, each outstanding Novosteo stock option granted under Novosteo’s equity compensation plans was converted into a corresponding stock option with the number of shares underlying such option and the applicable exercise price adjusted based and adjusted into the right to purchase 0.0911 shares of common stock. Each such converted stock option will continue to be subject to substantially the same terms and conditions as applied to the corresponding Novosteo stock option prior to the Acquisition. The maximum aggregate number of shares that may be issued under the 2019 Novosteo Plan is 544,985 shares of the Company’s common stock. The 2019 Novosteo Plan may be amended, suspended or terminated by the Board at any time, provided such action does not impair the existing rights of any participant, subject to stockholder approval of any amendment to the 2019 Novosteo Plan as required by applicable law or listing requirements. Unless sooner terminated by the Board, the 2019 Novosteo Plan will automatically terminate on May 20, 2029. Activity for service-based stock options under the 2019 Novosteo Plan is as follows: Number of Weighted Weighted Aggregate (In thousands) Balance at December 31, 2021 — — — — Options assumed 507,648 $ 0.55 — — Options exercised — — — — Options cancelled / forfeited ( 4,543 ) 0.55 — — Balance at December 31, 2022 503,105 $ 0.55 9.23 $ 44 Options vested and expected to vest as of December 31, 2022 503,105 0.55 9.23 44 Options exercisable as of December 31, 2022 — — — — For the years ended December 31, 2022 and 2021, the Company recognized stock-based compensation expense of $ 245,000 and $ 0 , respectively, related to options granted to employees and non-employees for the 2019 Novosteo plan. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the consolidated statement of operations and comprehensive loss for stock-based compensation arrangements. As of December 31, 2022, total unamortized employee stock-based compensation was $ 1.0 million, which is expected to be recognized over the remaining estimated vesting period of 3.23 years. The total aggregate intrinsic value of the Novosteo 2019 Plan options exercised was $ 0 for the years ended December 31, 2022 and 2021. The weighted-average grant date fair value of options granted during the years ended December 31, 2022 and 2021 was $ 2.51 and $ 0 per share, respectively. The total estimated grant date fair value of options vested during the years ended December 31, 2022 and 2021 was $ 0.3 million and $ 0 million, respectively. On May 19, 2022, in accordance with the term of the Merger Agreement, the Company assumed a number of restricted stock awards ("RSAs") agreements with certain employees. Each outstanding Novosteo RSA was converted into a corresponding RSA with the number of shares underlying such RSA adjusted into 0.0911 shares of common stock. Each such converted RSA will continue to be subject to substantially the same terms and conditions as applied to the corresponding Novosteo RSA prior to the Acquisition. Restricted Stock Awards (“RSAs”) Restricted Stock Awards Outstanding Number of Shares Weighted Average Grant Date Fair Value Unvested - December 31, 2021 — — RSAs assumed 519,216 $ 3.30 RSAs vested ( 91,815 ) $ — RSAs cancelled - $ — Unvested - December 31, 2022 427,401 $ 3.30 For the years ended December 31, 2022 and 2021, the Company recognized stock-based compensation expense of $ 338,000 and $ 0 , respectively, related to restricted stock awards. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the consolidated statement of operations and comprehensive loss for stock-based compensation arrangements. As of December 31, 2022, total unamortized employee stock-based compensation was $ 1.4 million, which is expected to be recognized over the remaining estimated vesting period of 2.74 years. 2022 Inducement Plan On May 9, 2022, the Company's board of directors approved 4,000,000 shares of the Registrant’s common stock that may be offered or issued under the Quince Therapeutics, Inc. 2022 Inducement Plan. The 2022 Inducement Plan was adopted by the independent members of the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. In accordance with rule awards under those plans may only be made to an employee who has not previously been an employee or member of the Board or of any board of directors of any parent or subsidiary of the Company, or following a bona fide period of non-employment by the Company or a parent or subsidiary, if he or she is granted such award in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary. The terms and conditions of the 2022 Inducement Plan are substantially similar to those of the Quince 2019 Plan. As of December 31, 2022, the Company had 257,745 shares available for future issuance under the 2022 Inducement Plan. Activity for service-based stock options under the 2022 Inducement Plan is as follows: Number of Weighted Weighted Aggregate (In thousands) Balance at December 31, 2021 — — — — Options granted 3,744,255 $ 2.98 — — Options exercised — — — — Options cancelled / forfeited ( 2,000 ) 2.98 — — Balance at December 31, 2022 3,742,255 $ 2.98 9.39 $ — Options vested and expected to vest as of December 31, 2022 3,742,255 2.98 9.39 — Options exercisable as of December 31, 2022 — — — — For the year ended December 31, 2022, the Company recognized stock-based compensation expense of $ 1,293,000 , related to options granted to employees and non-employees for the 2022 Inducement plan. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the consolidated statement of operations and comprehensive loss for stock-based compensation arrangements. As of December 31, 2022, total unamortized employee stock-based compensation was $ 7.2 million, which is expected to be recognized over the remaining estimated vesting period of 3.39 years. The total aggregate intrinsic value of the 2022 Inducement Plan options exercised was $ 0 for the year ended December 31, 2022. The weighted-average grant date fair value of options granted during the years ended December 31, 2022 was $ 2.26 per share. The total estimated grant date fair value of options vested during the year ended December 31, 2022 was $ 0 million. No options have vested or were exercised during 2022. Stock-Based Compensation Expense The following table summarizes employee and non-employee stock-based compensation expense for the years ended December 31, 2022 and 2021 and the allocation within the statements of operations and comprehensive loss (in thousands): 2022 2021 General and administrative expense $ 10,225 $ 14,792 Research and development expense 6,393 15,061 Total stock-based compensation $ 16,618 $ 29,853 The Company estimates the fair value of its service-based stock option awards utilizing the Black-Scholes option pricing model, which is dependent upon several variables, such as expected term, volatility, risk-free interest rate, and expected dividends. Each of these inputs is subjective and generally requires significant judgment to determine. Stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense, over the requisite service period, which is generally the vesting period of the respective award. The Company recognizes compensation on a straight-line basis over the requisite vesting period for each award. Forfeitures are recognized as they occur. The following weighted average assumptions were used to calculate the fair value of stock-based compensation for the years ended December 31, 2022 and 2021: 2022 2021 Expected volatility 89.98 % 87.56 % Expected dividend yield — % — % Expected term (in years) 6.23 6.23 Risk-free interest rate 2.67 % 1.15 % Expected Term — The Company has opted to use the “simplified method” for estimating the expected term of options, whereby the expected term equals the arithmetic a verage of the vesting term and the original contractual term of the option (generally 10 years). The expected term was estimated using the simplified method for employee stock options since the Company does not have adequate historical exercise data to estimate the expected term. Expected Volatility—Due to the Company’s limited operating history and a lack of company specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of its own stock and the stock of companies within its defined peer group. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. Risk-Free Interest Rate — The risk-free rate assumption is based on the U.S. Treasury instruments with maturities similar to the expected term of the Company’s stock options. Expected Dividend — The Company has not issued any dividends in its history and does not expect to issue dividends over the life of the options and therefore has estimated the dividend yield to be zero . Fair value of Common Stock — The fair value of the shares of common stock underlying the stock-based awards has historically been determined by the board of directors, with input from management. The board of directors uses the closing price of stock on the date of grant to determine the fair value. The board of directors intends all options granted to be exercisable at a price per share not less than the estimated per share fair value of common stock underlying those options on the date of grant. The Company estimated the grant date fair value of its market-based performance stock option awards granted during the year ended December 31, 2021 using a Monte Carlo Simulation method by applying the following assumptions: Expected share price volatility 95.0 % Contractual term, in years 10 Risk-free interest rate 0.90 % Employee Stock Purchase Plan On April 24, 2019, the Company’s Board of Directors adopted its 2019 Employee Stock Purchase Plan (“2019 ESPP”), which was subsequently approved by the Company’s stockholders and became effective on May 7, 2019, the day immediately prior to the effectiveness of the registration statement filed in connection with the IPO. The 2019 ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code (the “Code”) for U.S. employees. In addition, the 2019 ESPP authorizes grants of purchase rights that do not comply with Section 423 of the Code under a separate non-423 component for non-U.S. employees and certain non-U.S. service providers. The Company has reserved 1,133,165 shares of common stock for issuance under the 2019 ESPP. In addition, the number of shares reserved for issuance under the 2019 ESPP will be increased automatically on the first day of each fiscal year for a period of up to ten years , starting with the 2020 fiscal year, by a number equal to the lesser of: (i) 536,589 shares; (ii) 1 % of the shares of common stock outstanding on the last day of the prior fiscal year; or (iii) such lesser number of shares determined by the Company’s Board of Directors. The 2019 ESPP is expected to be implemented through a series of offerings under which participants are granted purchase rights to purchase shares of the Company’s common stock on specified dates during such offerings. The Company has not yet approved an offering under the 2019 ESPP. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Common Stock | Note 9. Common Stock Equity Transactions , whereby the Company may sell up to $ 150.0 million in aggregate proceeds of common stock from time to time, through Jefferies as our sales agent. During the years ended December 31, 2022 and 2021, the Company sold 51,769 and zero shares of common stock, respectively, under this agreement and received net proceeds of $ 0.6 and $ 0 million, respectively. Common Stock The Company had reserved shares of common stock for future issuance as follows: December 31, 2022 2021 Options issued and outstanding under the Quince 2019 Stock Plan 3,319,711 6,246,293 Shares available for issuance under Quince 2019 Stock Plan 3,747,309 138,926 Shares available for issuance under the Employee Stock Purchase Plan 1,133,165 832,421 Options issued and outstanding under the Novosteo 2019 Plan 503,105 — Shares available for issuance under Novosteo 2019 Plan 41,880 — Options issued and outstanding under the 2022 Inducement Plan 3,742,255 — Shares available for issuance under 2022 Inducement Plan 257,745 — Total 12,745,170 7,217,640 The Company is authorized to issue 100,000,000 shares of common stock with a par value of $ 0.001 per share. Each share of common stock is entitled to one vote . The holders of common stock are also entitled to receive dividends whenever funds are legally available and when and if declared by the board of directors, subject to the prior rights of holders of any preferred stock that may be outstanding at the time. The Company has never declared any dividends on common stock. As of December 31, 2022 and 2021, the Company had 36,136,480 and 30,074,412 shares of common stock issued and outstanding, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10. Related Party Transactions David Lamond, Chairperson of the Board of Quince Therapeutics, Inc. was a director and an equity holder in Novosteo, Inc. which Quince acquired on May 19, 2022. The shares of Novosteo, Inc. beneficially owned by Mr. Lamond were automatically cancelled and converted into the right to receive shares of Quince common stock in accordance with the terms of the Merger Agreement. The respective boards of directors of Quince and Novosteo have approved the Merger Agreement, and the Novosteo’s stockholders adopted the Merger Agreement upon recommendation of the Novosteo board of directors. Mr. Lamond was not part of either company's special committees that evaluated the Acquisition and recused himself from board meetings where the Acquisition was discussed. Philip Low, Board member of Quince Therapeutics, Inc., is employed as a professor at Purdue University. The Company rents a lab facility and office space from Purdue Research Foundation, a private, nonprofit foundation of Purdue University. Purdue Research Foundation also owns 154,497 shares of Quince Therapeutics, Inc. and has provided the Company an exclusive worldwide license under certain bone fracture repair and oncology therapeutics related patents and technology developed by the Purdue University and owned by Purdue Research Foundation. In addition, the Company is required to pay Purdue Research Foundation annual license maintenance fees, development milestones (up to $ 4.25 million for each licensed product), royalties on the gross receipts of the licensed products (subject to annual minimums), and a share of certain payments that the Company may receive from sublicensees. In addition, the Company also pays rent to Purdue University as the Company has a research and development lab on the campus. For the years ended December 31, 2022 and 2021, the Company has incurred total expenses of $ 195,000 and $ 0 , respectively, related to these agreements. This is recorded in research and development expenses included in the Consolidated Statements of Operations and Comprehensive Loss. In 2022, several executives and board members of the Company stepped down from their respective roles. In connection with their departure, the Company modified certain of their option awards to accelerate the vesting and extend the exercise period. As a result of these modifications, the Company recognized $ 2,115,000 of incremental stock-based compensation expense during the year ending December 31, 2022. The Company also made cash severance payments of $ 1,297,750 which are recorded in general administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss and $ 1,020,000 which are recorded in research and development expenses included in the Consolidated Statements of Operations and Comprehensive Loss. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. Income taxes The components of the Company's loss before income taxes were as follows (in thousands): Year ended December 31, 2022 2021 United States $ ( 48,191 ) $ ( 87,907 ) International ( 3,753 ) ( 2,038 ) Total $ ( 51,944 ) $ ( 89,945 ) The Company recorded a benefit for income taxes of $ 0.3 million for the year ended December 31, 2022 and did no t record a provision or benefit for income taxes for the year ended December 31, 2021. The provision for income taxes differs from the amount expected by applying the federal statutory rate to the loss before taxes as follows: Year ended December 31, 2022 2021 Federal statutory income tax rate 21.00 % 21.00 % State income taxes 0.89 0.96 Income tax credits 1.49 2.17 Stock based compensation ( 0.82 ) 1.68 Non-deductible expenses and others ( 3.38 ) 0.26 Change in valuation allowance ( 18.63 ) ( 26.07 ) 0.55 % — % As of December 31, 2022 and 2021, the components of the Company’s deferred tax assets are as follows (in thousands): Year ended December 31, 2022 2021 Deferred tax asset: Federal and State net operating loss carryforwards $ 49,481 $ 44,933 Stock based compensation 9,667 6,853 Other accruals 515 396 Capitalized research and development expense 3,094 — Tax credits 7,970 6,737 Gross deferred tax asset 70,727 58,919 Valuation allowance ( 69,692 ) ( 58,611 ) Total deferred tax assets (liabilities) 1,035 308 Deferred tax liabilities: Property and equipment ( 11 ) ( 5 ) Capitalized leases ( 32 ) ( 303 ) IP R&D (1,239 ) — Gross deferred tax liabilities ( 1,282 ) ( 308 ) Net deferred tax liabilities $ ( 247 ) $ — Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The Company’s accounting for deferred taxes involves the evaluation of a number of factors concerning the realizability of its net deferred tax assets. The Company primarily considered such factors as its history of operating losses, the nature of the Company’s deferred tax assets, and the timing, likelihood and amount, if any, of future taxable income during the periods in which those temporary differences and carryforwards become deductible. At present, the Company does not believe that it is more likely than not that the deferred tax assets will be realized; accordingly, a full valuation allowance has been established and a deferred tax liability has been recorded as shown in the accompanying balance sheets. The valuation allowance increased by approximately $ 11.1 million and $ 23.6 million, respectively for the years ended December 31, 2022 and 2021. At December 31, 2022, the Company has federal net operating loss carryforwards of approximately $ 225.4 million of which $ 209.5 million will not expire and $ 15.8 million begin expiring in 2034 . The Company also has state net operating loss carryforwards of approximately $ 16.3 million which begin to expire in 2034 . Additionally, the Company has federal tax credits of approximately $ 9.3 million which begin to expire in 2036 and state tax credits of approximately $ 3.0 million which do not expire. At December 31, 2022, the Company has foreign net operating loss carryforwards of approximately $ 2.4 million, which have no expiration date. Use of the net operating loss and credit carryforwards may be subject to a substantial annual limitation due to the ownership change provisions of U.S. tax law and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before use. Pursuant to the Internal Revenue Code, as amended (the “Code”) Sections 382 and 383, annual use of a company’s NOL and research and development credit carryforwards may be limited if there is a cumulative change in ownership of greater than 50 % within a three-year period. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. If limited, the related tax asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. The Company has completed such an analysis pursuant to Sections 382 and 383 through December 31, 2021 and determined there was a change in control with an immaterial impact on the NOL available to offset future taxable income. The Company has reviewed the shareholder activity for the year ended December 31, 2022 and believe that no additional limitations have occurred. Uncertain Tax Positions The Company follows the provisions of the FASB ASC 740-10, Accounting for Uncertainty in Income Taxes. ASC 740-10 prescribes a comprehensive model for the recognition, measurement, presentation and disclosure in the consolidated financial statements of uncertain tax positions that have been taken or expected to be taken on a tax return. No liability related to uncertain tax positions is recorded in the consolidated financial statements due to the fact the liabilities have been netted against deferred attribute carryovers. It is the Company’s policy to include penalties and interest related to income tax matters in income tax expense The Company is subject to taxation in the United States and Australia. Because of the net operating loss and research credit carryforwards, all of the Company’s tax years, from 2013 to 2022 , remain open to U.S. federal, California, other state tax examinations. The Company's Australian subsidiaries remain open to examination from their inception to 2022. There were no interest or penalties accrued at December 31, 2022 and 2021. The Company does not expect that our uncertain tax positions will materially change in the next twelve months. The additional uncertain tax benefits would not impact our effective tax rate to the extent that we continue to maintain a full valuation allowance against our deferred tax assets. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Year ended December 31, 2022 2021 Beginning balance $ 3,249 $ 1,976 Additions for tax positions taken in a prior year — — Additions for tax positions taken in a current year 439 1,273 Ending balance $ 3,688 $ 3,249 On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") into law. The Company reviewed the aspects of this law as it relates to income taxes and concluded that the CARES Act did not have a material impact to the Company’s 2022 or 2021 provision for income taxes. On August 16, 2022 the President signed into law the Inflation Reduction Act of 2022. The primary tax provisions in the new law include an alternative minimum tax (AMT) on certain large corporations, a tax on stock buybacks and certain energy-related tax credits each of which become effective after December 31, 2022. The provisions of the Inflation Reduction Act did not have a material effect on the Company’s 2022 tax provision and related disclosures. The Company will continue to evaluate changes and revisions of the Inflation Reduction Act of 2022 and its impact on the Company’s financial position, results of operations and cash flows. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 12. Net Loss per Share The following table sets forth the computation of basic and diluted net loss per share (in thousands except for share and per share amounts): December 31, 2022 2021 Numerator: Net loss $ ( 51,660 ) $ ( 89,945 ) Denominator: Weighted average common shares outstanding 33,496,534 29,718,506 Net loss per share, basic and diluted $ ( 1.54 ) $ ( 3.03 ) The following outstanding potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive: December 31, 2022 2021 Stock options issued and outstanding 7,565,071 5,571,293 Restricted stock units 30,876 — Restricted stock awards 427,401 — Performance stock options — 675,000 8,023,348 6,246,293 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Note 13. Employee Benefit Plan The Company sponsors a 401(k) defined contribution plan for its employees. This plan provides for pre-tax and post-tax contributions for all employees . Employee contributions are voluntary. Employees may contribute up to 100 % of their annual compensation to this plan, as limited by an annual maximum amount as determined by the Internal Revenue Service. The Company may match employee contributions, and may make profit sharing contributions, in amounts to be determined at the Company’s sole discretion. The Company made no contributions to the plan for the years ended December 31, 2022 and 2021 , respectively. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combination | Note 14. Business Combination On May 19, 2022, the Company completed the Acquisition. Pursuant to the terms of the Merger Agreement, at the closing of the Acquisition (the “Effective Time”), each share of capital stock of Novosteo (the “Novosteo Capital Stock”) that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive 0.0911 shares of common stock, par value $ 0.001 per share, of the Company (the “Company Common Stock”). These shares included options to purchase an aggregate of 507,108 shares of the Company Common Stock upon conversion of the outstanding Novosteo options based on the Company Option Exchange Ratio (as defined in the Merger Agreement), with the awards retaining the same vesting and other terms and conditions as in effect immediately prior to consummation of the Acquisition. These options, as well as 519,216 unvested restricted shares were concluded to be post-combination expense and were excluded from purchase consideration. The Company has included the financial results of Novosteo in the consolidated financial statements from the date of the Acquisition and recorded immaterial amounts of expenses and earnings since the period from May 19, 2022 through December 31, 2022 . The transaction costs associated with the Acquisition were approximately $ 1.1 million and were recorded in general and administrative expense. The acquisition date fair value of the consideration transferred for Novosteo was approximately $ 16,502,587 , which consisted of 5,000,784 shares at $ 3.30 per share. The Company accounted for the Acquisition as a business combination in accordance with ASC Topic 805, Business Combinations ("ASC 805"). The Company applied the acquisition method, which requires the identifiable assets acquired and liabilities assumed be recorded at fair value with limited exceptions. The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed as the final determination of the date of acquisition (in thousands): May 19, 2022 Identifiable assets acquired and liabilities assumed: Cash and cash equivalents $ 10,593 Prepaid expenses and other current assets 1,040 ROU asset 124 Property and equipment 279 In-process Research and Development 5,900 Accounts payable and accrued liabilities ( 1,726 ) Deferred tax liabilities ( 532 ) Net assets acquired $ 15,678 Goodwill $ 825 The final determination of the fair value of assets and liabilities have been completed within the one-year measurement period as required by ASC 805. As part of the valuation analysis, the fair value of the intangible assets was estimated by discounting forecasted risk adjusted cash flows at a rate that approximated the cost of capital of a market participant. Management's forecast of future cash flows was based on the income approach. Significant estimates, all of which are considered Level 3 inputs, were used in the fair value methodology, including the Company's forecast regarding its future operations and likeliness of obtaining approval to sell its products, as well as other market conditions. The Company recorded no measurement period adjustments for the year ended December 31, 2022. All subsequent adjustments will be recorded to earnings. The excess of the fair value of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce and expanded market opportunities, for which there is no basis for U.S. income tax purposes. Goodwill amounts are not amortized but are rather tested for impairment at least annually, see Note 15 for this assessment. Goodwill is not deductible for tax purposes. The Intangible asset balance above is attributable to in-process research and development with an indefinite useful life. The unaudited pro forma revenue and net loss for the years ended December 31, 2022 and 2021 of the combined entity had the acquisition date been January 1, 2021 are as follows: For the year ended December 31, 2022 2021 Revenue $ 262 $ 225 Net loss ( 52,592 ) ( 96,075 ) The 2022 supplemental pro forma earnings were adjusted to exclude $ 2.2 million of acquisition-related costs incurred in 2022, the 2021 pro forma earnings were adjusted to include these charges. The Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2022 include immaterial net revenue and net loss attributable to the Acquisition. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 15. Intangible Assets The intangible asset acquired as a result of the Acquisition consists of in-process research and development ("IPRD") related to NOV004, the Company's bone targeting molecule designed to accelerate fracture repair. The value of the IPRD was determined using discounted probable future cash flows. Significant assumptions used in determining the fair value of the IPR&D include revenue growth rates, risk adjusted discount rates, and clinical trial success rate. All intangible assets acquired in a business combination that are used in research and development activities are capitalized as indefinite-lived intangible assets. During the period that those assets are considered indefinite lived, they are not amortized but are tested for impairment. Once the research and development efforts are completed, the asset will be amortized over its remaining useful life. If the research and development efforts are abandoned, the intangible asset will be expensed in that period. As of December 31, 2022, management performed a quantitative impairment evaluation of IPR&D intangible asset. The quantitative evaluation included a discounted cash flow analysis to determine if the intangible asset had decreased in value. In order to determine the fair value of the intangible asset, the Company utilized an average of a discounted cash flow analysis and comparable public company analysis. The key assumptions associated with determining the estimated fair value include projected future revenue growth rates, after tax free cash flow, and the discount rate. The assumptions used in the discount rate calculation were based on a peer company metrics to determine the weighted average cost of capital. This quantitative analysis resulted in the intangible asset fair value being above its carrying value, resulting in no impairment. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates and market factors. Estimating the fair value of the Company’s indefinite-lived intangible assets requires assumptions and estimates regarding the Company's future plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include projected future revenue growth rates, discount rates, relevant market multiples, royalty rates and other market factors. If current expectations of future growth rates, margins and cash flows are not met, or if market factors outside of the Company's control change significantly, then the reporting unit or indefinite-lived intangible assets might become impaired in the future, negatively impacting the Company's operating results and financial position. The following table provides details of the carrying amount of the Company's indefinite-lived intangible asset (in thousands): As of December 31, 2022 Unamortized intangible assets: In-process research and development $ 5,900 Goodwill The excess of the fair value of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The following table sets forth the change in the carrying amount of goodwill for the Company as of and for the year ended December 31, 2022: Balance at December 31, 2021 $ — May 19, 2022 825 Impairment charge ( 825 ) Balance at December 31, 2022 — As of September 30, 2022, management performed an impairment evaluation of goodwill after assessing qualitative factors that indicated a possible impairment of goodwill. Under the qualitative assessment, management considers relevant events and circumstances including but not limited to macroeconomic conditions, industry and market considerations, overall company performance and events directly affecting the Company. It was noted during our assessment that the Company's market capitalization was significantly below its carrying value and a further quantitative analysis was conducted to determine to the extent, if any, the Company's carrying value exceeded its fair value as of September 30, 2022. The quantitative analysis used fair value based on market capitalization adjusted for control premium based on market comparable transactions. This quantitative analysis resulted in the Company's fair value being significantly below its carrying value, resulting in a non-cash goodwill impairment charge of $ 0.8 million being recorded during the year ended December 31, 2022 . |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16. Subsequent Events On January 30, 2023, the Company announced the approved the cost reduction program to align operations with the Company's decision to cease internal development efforts on NOV004 and explore partnership and out-licensing opportunities. Under the cost reduction program, the Company will reduce headcount by approximately 47 % through a reduction in its workforce. The reduction in force began in February 2023 and will be completed by April 2023 . In connection with the cost reduction program, the Company estimates that it will incur expenses of approximately $ 0.6 million to $ 0.8 million, substantially all of which will be cash expenditures and other costs relating to the Plan through August 2023. The Company may incur other charges, including contract termination costs, retirement of fixed assets and facility-related costs and will record these expenses in the appropriate period as they are determined. These estimates are subject to a number of assumptions, and actual results may differ. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the cost reduction program. On January 27, 2023, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Lighthouse Pharmaceuticals, Inc. (“Purchaser”) for the sale of its legacy small molecule protease inhibitor portfolio for all uses and indications throughout the world (the “Transaction”), including COR388, COR588, COR803 and COR852, related drug substance, drug product and other related materials, related regulatory materials, and related intellectual property rights and contracts. The Transaction was also consummated on January 27, 2023 . Upon the consummation of the Transaction, the Company received shares of common stock of Purchaser (“Common Stock”) equal to seven and a half percent ( 7.5 %) of the currently issued and outstanding Common Stock. The issuance is governed by a Stock Issuance Agreement entered into by the Company and Purchaser on January 27, 2023 (the “Stock Agreement”). The Stock Agreement contains certain anti-dilution rights of the Company and certain transfer restrictions on the Common Stock, including a right of first offer in favor of Purchaser and certain restrictions with respect to non U.S. persons. Pursuant to the terms of the Purchase Agreement, the Company is eligible to receive milestone payments up to $ 150 million on a product by product basis for the achievement of certain regulatory approvals and global net sales thresholds. Additionally, the Company is eligible to receive certain sales-based royalty payments on a product by product basis, ranging from high single-digit to mid-teens of annual net sales related to the two existing clinical stage programs, and low single-digit royalties for the preclinical programs, and certain sublicense income on a product by product basis, either in addition to milestone payments and royalties prior to Phase 2 initiation for COR588 or COR388, or in lieu of milestones payments and royalties after initiation of Phase 2 for COR588 or COR388 or for the preclinical programs. Each of the Company and Purchaser have made certain covenants in the Purchase Agreement with respect to the transfer of the assets, including requisite filings to be made with regulatory authorities, and the milestone, royalty and sublicense payments and have agreed to indemnify each other for any breaches of such party’s covenants, assumed liabilities (in the case of Purchaser) and retained liabilities (in the case of the Company), subject to certain customary survival periods and mitigation requirements. In addition, Purchaser granted to the Company an exclusive option until June 30, 2023 to obtain worldwide, royalty-free, fully-paid up, irrevocable and perpetual right and license under the transferred intellectual property related to COR388 to research, develop, manufacture, use, commercialize and otherwise exploit COR388 in any animal health indication. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation The accompanying consolidated financial statements include the accounts of Quince Therapeutics, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements and the notes thereto have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the instructions of the SEC on Form 10-K through the rules and interpretive releases of the SEC under federal securities law. |
Use of Estimates | Use of Estimates T he preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses, as well as related disclosure of contingent assets and liabilities. The most significant estimates used in the Company’s consolidated financial statements relate to the determination of the fair value of stock-based awards and other issuances, determination of the fair value of identifiable assets and liabilities in connection with the acquisition of Novosteo, Inc., including associated intangible assets and goodwill, accruals for research and development costs, useful lives of long-lived assets, stock-based compensation and related assumptions, the incremental borrowing rate for leases and income tax uncertainties, including a valuation allowance for deferred tax assets, eligibility of expenses for the Australia research and development refundable tax credits, impairment of intangible assets or goodwill; and contingencies. The Company bases its estimates on historical experience and on various other market specific and other relevant assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from the Company’s estimates. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The functional currency of the Company’s wholly-owned subsidiary is the Australian Dollar. Its financial results and financial position are translated into U.S. dollars using exchange rates at balance sheet dates for assets and liabilities and using average exchange rates for income and expenses. The resulting translation differences are presented as a separate component of accumulated other comprehensive loss, as a separate component of equity. Foreign currency transactions are translated into the functional currencies using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses, resulting from the settlement of such transactions and from the re-measurement of monetary assets and liabilities denominated in foreign currencies using exchange rates at balance sheet date and non-monetary assets and liabilities using historical exchange rates, are recognized in the consolidated statements of operations and comprehensive income. |
Risk and Uncertainties | Risk and Uncertainties The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty of results of clinical trials and reaching milestones, uncertainty of regulatory approval of the Company’s potential drug candidates, uncertainty of market acceptance of the Company’s drug candidates, competition from substitute products and larger companies, securing and protecting proprietary technology, strategic relationships and dependence on key individuals and sole source suppliers. The Company’s drug candidates will require approvals from the U.S. Food and Drug Administration ("FDA") and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any drug candidate will receive the necessary approvals. On January 25, 2022, the Company received a letter from the FDA Division of Neurology 1 placing a full clinical hold on atuzaginstat (COR388) IND application. |
Segments | Segments The Company operates and manages its business as one reportable and operating segment, which is the business of developing and commercializing therapeutics. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating and evaluating financial performance. All long-lived assets are maintained in the United States of America. |
Business Combinations | Business Combinations The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs, which would meet the requirements of a business. The Company accounts for business combinations using the acquisition method pursuant to the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 805. This method requires, among other things, that results of operations of acquired companies are included in the Company's financial results beginning on the respective acquisition dates, and that identifiable assets acquired and liabilities assumed are recognized at fair value as of the acquisition date. Intangible assets acquired in a business combination are recorded at fair value using one of three valuation approaches, the income approach, the market approach or the cost approach. The Company reviewed the three valuation approaches and determined the income approach was the most appropriate model to approximate fair value for the Acquisition. The income approach model requires assumptions about the timing and amount of future net cash flows, the cost of capital and terminal values from the perspective of a market participant. Any excess of the fair value of consideration transferred (the “Purchase Price”) over the fair values of the net assets acquired is recognized as goodwill. The fair value of identifiable assets acquired and liabilities assumed in certain cases may be subject to revision based on the final determination of fair value during a period of time not to exceed 12 months from the acquisition date. Legal costs, due diligence costs, business valuation costs and all other acquisition-related costs are expensed when incurred. |
Intangible Assets | Intangible Assets Intangible assets with a definite useful life are amortized on a straight-line basis over the estimated useful life of the related assets. Intangible assets with an indefinite useful life are not amortized. Intangible assets acquired in a business combination or an acquisition that are used in research and development activities (regardless of whether they have an alternative future use) shall be considered indefinite lived until the completion or abandonment of the associated research and development efforts. Intangible assets acquired in a business combination are initially recorded at fair value. During the period that those assets are considered indefinite lived, they shall not be amortized but shall be tested for impairment. Once the research and development efforts are completed or abandoned, the entity shall determine the useful life of the assets. An intangible asset shall be tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the intangible asset is less than its carrying amount, If that is the case, the Company performs a quantitative impairment test, and, if the carrying amount of the Company exceeds its fair value, then the Company will recognize an impairment charge for the amount by which its carrying amount exceeds its fair value, not to exceed the carrying amount of the intangible asset. Qualitative factors to be considered include but are not limited to: • Cost factors such as increases in raw materials, labor, or other costs that have a negative effect on future expected earnings and cash flows; • Legal/regulatory factors or progress and results of clinical trials; • Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation that could affect significant inputs used to determine the fair value of the indefinite-lived intangible asset; • Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment; • Macroeconomic conditions such as deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets that could affect significant inputs used to determine the fair value of the indefinite-lived intangible asset; |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the net assets acquired as of the acquisition date. Goodwill has an indefinite useful life and is not amortized. The Company reviews its goodwill for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of the Company may exceed its fair value. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the Company is less than its carrying amount, including goodwill. If that is the case, the Company performs a quantitative impairment test, and, if the carrying amount of the Company exceeds its fair value, then the Company will recognize an impairment charge for the amount by which its carrying amount exceeds its fair value, not to exceed the carrying amount of the goodwill. |
Cash, Cash Equivalents and Investments | Cash, Cash Equivalents and Investments The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Cash equivalents include marketable securities. Management determines the appropriate classification of its investments in debt securities at the time of purchase and at the end of each reporting period. Investments with original maturities beyond three months at the date of purchase and which mature at, or less than twelve months from the balance sheet date are classified as short-term investments. Investments with a maturity beyond twelve months from the balance sheet date are classified as long-term investments. Collectively, cash equivalents, short-term investments and long-term investments are considered available-for-sale and are recorded at fair value. Unrealized gains and losses are recorded as a component of other comprehensive loss in the consolidated statements of operations and included as a separate component of consolidated statements of stockholders’ equity (deficit). Realized gains and losses are included in interest income in the consolidated statements of operations and comprehensive loss. Premiums (discounts) are amortized (accreted) over the life of the related investment as an adjustment to yield using the straight-line interest method. Dividend and interest income are recognized when earned. These amounts are recorded in “interest income” in the statements of operations and comprehensive loss. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost and reduced by accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful lives of the respective assets. Depreciation and amortization begin at the time the asset is placed in service. Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in operations in the period realized. The useful lives of property and equipment are as follows: Computer equipment 3 years Lab equipment 5 years Finance lease right of use assets Shorter of estimated useful life or lease term Leasehold improvement Shorter of estimated useful life or lease term Office furniture 3 years |
Concentration of Credit Risk | Concentration of Credit Risk Cash equivalents, short-term and long-term investments are financial instruments that potentially subject the Company to concentrations of credit risk. The Company invests in money market funds, repurchase agreements, treasury bills and notes, government bonds, and corporate notes. The Company limits its credit risk associated with cash equivalents, short-term and long-term investments by placing them with banks and institutions it believes are highly credit worthy and in highly rated investments. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment charge would be recorded when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value. The Company recognized impairment charges of $ 0.2 million related to the San Diego lease impairment loss and loss on disposal of fixed assets for the year ended December 31, 2022 . The Company did no t recognize an impairment charge for the year ended 2021 . |
Leases | Leases The Company determines if an arrangement includes a lease at inception. Right-of-use lease assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The right-of-use lease asset includes any lease payments made and excludes lease incentives. Incremental borrowing rate is used in determining the present value of future payments. The Company applies a portfolio approach to the property leases to apply an incremental borrowing rate to leases with similar lease terms. The lease terms may include options to extend or terminate the lease. The Company recognizes the options to extend the lease as part of the right-of-use lease assets and lease liabilities only if it is reasonably certain that the option would be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the non-cancelable lease term. |
Research and Development Expenses | Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist primarily of personnel costs for the Company’s research and product development employees. Also included are non-personnel costs such as professional fees payable to third parties for preclinical and clinical studies and research services, laboratory supplies and equipment maintenance, product licenses, and other consulting costs. The Company estimates preclinical and clinical study and research expenses based on the services performed, pursuant to contracts with contract research organizations (“CROs”) that conduct and manage preclinical and clinical studies and research services on its behalf. Expenses related to clinical studies are based on estimates of the services received and efforts expended pursuant to contracts with many research institutions, clinical research organizations and other service providers that conduct and manage clinical studies on the Company's behalf. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Generally, these agreements set forth the scope of work to be performed at a fixed fee or unit price. Payments under the contracts are mainly driven by time and materials incurred by these service providers. Payments made to third parties under these arrangements in advance of the performance of the related services by the third parties are recorded as prepaid expenses until the services are rendered. Expenses related to clinical studies are generally recorded based on the timing of when services that have been performed on the Company’s behalf by the service providers, clinical trial budgets and in accordance with the contracts and related amendments. The determination of timing involves reviewing open contracts and purchase orders, communicating with applicable personnel to identify the timing of when services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of actual cost. The Company periodically confirms the accuracy of estimates with the service providers and makes adjustments if necessary. Examples of estimated clinical expenses include: • fees paid to Contract Research Organizations, or CROs, in connection with clinical studies; • fees paid to investigative sites in connection with clinical studies; • fees paid to contract manufacturers in connection with the production of clinical study materials; and • fees paid to vendors in connection with preclinical development activities. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the prepaid or accrual accordingly. Payments associated with licensing agreements to acquire exclusive licenses to develop, use, manufacture and commercialize products that have not reached technological feasibility and do not have alternate commercial use are expensed as incurred. |
Patents Costs | Patent Costs The Company has no historical data to support a probable future economic benefit for the arising patent applications, filing and prosecution costs. Therefore, patent costs are expensed as incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation arrangements with employees in accordance with Accounting Standards Codification (“ASC”) 718, Compensation—Stock Compensation. Stock-based awards granted include stock options with service-based vesting. ASC 718 requires the recognition of compensation expense, using a fair value-based method, for costs related to all stock-based payments. The Company’s determination of the fair value of stock options with service-based vesting on the date of grant utilizes the Black-Scholes option-pricing model and is impacted by its common stock price as well as other variables including: but not limited to, expected term that options will remain outstanding, expected common stock price volatility over the term of the option awards, risk-free interest rates and expected dividends. The fair value of a stock-based award is recognized over the period during which an optionee is required to provide services in exchange for the option award, known as the requisite service period (usually the vesting period) on a straight-line basis. Stock-based compensation expense is recognized based on the fair value determined on the date of grant and is reduced for forfeitures as they occur. The Company uses a Monte Carlo Simulation model to estimate the grant date fair value of stock option awards with market-based performance conditions. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Current income tax expense or benefit represents the amount of income taxes expected to be payable or refundable for the current year. Deferred income tax assets and liabilities are determined based on differences between the consolidated financial statement reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards and are measured using the enacted tax rates and laws that will be in effect when such items are expected to reverse. Deferred income tax assets are reduced, as necessary, by a valuation allowance when management determines it is more likely than not that some or all of the tax benefits will not be realized. The Company accounts for uncertain tax positions in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes . The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available. The Company includes any penalties and interest expense related to income taxes as a component of other expense and interest expense, net, as necessary. |
Comprehensive Loss | Comprehensive Loss The Company is required to report all components of comprehensive loss, including net loss, in the consolidated financial statements in the period in which they are recognized. Comprehensive loss is defined as a change in equity of a business enterprise during a period, resulting from transactions and other events and circumstances from non-owner sources. The Company had an unrealized loss from its available-for sale securities and cumulative translation adjustment during the years ended December 31, 2022 and December 31, 2021, which are considered other comprehensive loss. |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and common share equivalents of potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation and common stock options are considered to be potentially dilutive securities. Because the Company reported a net loss for the years ended December 31, 2022 and 2021 , and the inclusion of the potentially dilutive securities would be antidilutive, diluted net loss per share is the same as basic net loss per share for both periods. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted The following are new accounting pronouncements that the Company is evaluating for future impacts on its financial statements: Financial Instruments—Credit Losses: In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which amends the principles around the recognition of credit losses by mandating entities incorporate an estimate of current expected credit losses when determining the value of certain assets. The guidance also amends reporting around allowances for credit losses on available-for-sale marketable securities. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates, which established that a one-time determination of the effective date for ASU 2016-13 would be based on the Company’s SEC reporting status as of November 15, 2019. The Company was a “smaller reporting company” as defined by Item 10 of Regulation S-K, and therefore, ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company does not believe this will have a material impact on its financial statements. All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Useful Lives of Property and Equipment | The useful lives of property and equipment are as follows: Computer equipment 3 years Lab equipment 5 years Finance lease right of use assets Shorter of estimated useful life or lease term Leasehold improvement Shorter of estimated useful life or lease term Office furniture 3 years |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities to Fair Value Measurements on Recurring Basis | Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements by major security type as of December 31, 2022 and 2021 are presented in the following tables (in thousands): Fair Value Measurements at December 31, 2022 Total Level 1 Level 2 Level 3 Money market funds $ 10,988 $ 10,988 $ — $ — Certificates of Deposit 6,102 — 6,102 — Repurchase Agreements 9,000 — 9,000 — Corporate notes 12,411 — 12,411 — Government and agency notes 50,766 — 50,766 — Municipal notes 506 — 506 — Total $ 89,773 $ 10,988 $ 78,785 $ — Fair Value Measurements at December 31, 2021 Total Level 1 Level 2 Level 3 Money market funds $ 15,954 $ 15,954 $ — $ — Certificates of Deposit 11,503 — 11,503 — Repurchase Agreements 13,500 — 13,500 — Corporate notes 38,397 — 38,397 — Government and agency notes 5,178 — 5,178 — Municipal notes 1,933 — 1,933 — Total $ 86,465 $ 15,954 $ 70,511 $ — |
Cash, Cash Equivalents and In_2
Cash, Cash Equivalents and Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Values of Cash, Cash Equivalents, and Short-Term Investments Measured at Fair Value on Recurring Basis | The following tables categorize the fair values of cash, cash equivalents, short-term investments and long-term investments measured at fair value on a recurring basis on our balance sheets (in thousands): December 31, 2022 2021 Cash and cash equivalents: Cash $ 3,986 $ 40,270 Money market funds 10,988 15,954 Repurchase agreements 9,000 13,500 Government and agency notes 20,605 — Total cash and cash equivalents $ 44,579 $ 69,724 Short-term investments: Certificates of deposit $ 5,390 $ 6,928 Municipal notes 506 1,283 Corporate notes 12,411 25,675 Government and agency notes 27,295 3,192 Total short-term investments $ 45,602 $ 37,078 Long-term investments Corporate notes $ — $ 12,722 Certificates of deposit 712 4,575 Municipal notes — 650 Government and agency notes 2,866 1,986 Total long-term investments $ 3,578 $ 19,933 |
Summary of Available-for-Sale Securities | The following table summarizes the available-for-sale securities (in thousands): Fair Value Measurements at December 31, 2022 Amortized Unrealized Unrealized Fair Value Money market funds $ 10,988 $ — $ — $ 10,988 Certificates of Deposit 6,237 1 ( 136 ) 6,102 Repurchase Agreements 9,000 — — 9,000 Corporate notes 12,575 — ( 164 ) 12,411 Government and agency notes 51,020 4 ( 258 ) 50,766 Municipal notes 510 — ( 4 ) 506 Total cash equivalents and investments $ 90,330 $ 5 $ ( 562 ) $ 89,773 Classified as: Cash equivalents (original maturities within 90 days) $ 40,593 Short-term investments (maturities within one year) 45,602 Long-term investments (maturities beyond 1 year) 3,578 Total cash equivalents and investments $ 89,773 Fair Value Measurements at December 31, 2021 Amortized Unrealized Unrealized Fair Value Money market funds $ 15,954 $ — $ — $ 15,954 Certificates of Deposit 11,511 12 ( 20 ) 11,503 Repurchase Agreements 13,500 — — 13,500 Corporate notes 38,470 6 ( 79 ) 38,397 Government and agency notes 5,195 — ( 17 ) 5,178 Municipal notes 1,934 — ( 1 ) 1,933 Total cash equivalents and investments $ 86,564 $ 18 $ ( 117 ) $ 86,465 Classified as: Cash equivalents (original maturities within 90 days) $ 29,454 Short-term investments (maturities within one year) 37,078 Long-term investments (maturities beyond 1 year) 19,933 Total cash equivalents and investments $ 86,465 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Components [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2022 2021 Prepaid expenses $ 223 $ 333 Prepaid insurance 977 1,144 Prepaid research and development expenses 1,088 1,899 Australia research and development refundable tax credit 1,003 1,128 Other current assets 276 367 Total prepaid expenses and other current assets $ 3,567 $ 4,871 |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): December 31, 2022 2021 Computer equipment $ 18 $ 53 Lab equipment 415 528 Finance lease right of use assets 124 557 Leasehold improvement 21 58 Office furniture — 26 Less: accumulated amortization and depreciation ( 185 ) ( 959 ) Property and equipment, net $ 393 $ 263 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expense and other current liabilities consisted of the following (in thousands): December 31, 2022 2021 Personnel expenses $ 1,130 $ 820 Professional fees 234 462 Research and development expenses 497 7,108 Current portion of operating lease liabilities 377 741 Current portion of finance lease liability 76 — Other 185 180 Total accrued expenses and other current liabilities $ 2,499 $ 9,311 |
Summary of Accrued Severance and Related Expens | The Company recognized the severance and related expenses over the requisite employment obligation period. For the year 2022 Beginning accrued severance $ — Incurred during the period 3,942 Severance paid during the period ( 3,942 ) Ending accrued severance $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information Related To Leases | Supplemental balance sheet information related to leases as follows (in thousands except lease terms and discount rates): December 31, 2022 December 31, 2021 Operating lease right of use asset, net $ 291 $ 1,165 Short-term operating lease liability 377 741 Long-term operating lease liability — 420 $ 377 $ 1,161 Finance lease right of use asset 124 557 Finance lease accumulated amortization ( 50 ) ( 557 ) Total finance lease right of use asset, net $ 74 $ — Weighted average remaining lease term Operating leases 0.9 years 1.6 years Finance leases 1.0 year — years Weighted average discount rate Operating leases 5.71 % 1.87 % Finance leases 4.45 % — % Year ended December 31, Operating Lease 2023 388 2024 — Total lease payments 388 Less: imputed interest ( 11 ) Total remaining lease liability 377 |
Summary of Lease Costs | Lease costs for the years ended December 31, 2022 and 2021 were approximately: Years ended December 31, 2022 2021 Lease costs: Finance lease amortization of right of use assets $ 50 $ 220 Operating lease costs 572 729 Short-term lease costs 75 66 Total lease costs $ 697 $ 1,015 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Employee and Non-Employee Stock-Based Compensation Expense | The following table summarizes employee and non-employee stock-based compensation expense for the years ended December 31, 2022 and 2021 and the allocation within the statements of operations and comprehensive loss (in thousands): 2022 2021 General and administrative expense $ 10,225 $ 14,792 Research and development expense 6,393 15,061 Total stock-based compensation $ 16,618 $ 29,853 |
Service Based Stock Options | |
Summary of Stock Options Activity | Activity for service-based stock options under the Quince 2019 Plan is as follows: Number of Weighted Weighted Aggregate (In thousands) Balance at December 31, 2020 4,790,327 $ 25.47 8.69 $ 49,723 Options granted 1,436,116 35.20 — — Options exercised ( 531,190 ) 12.82 — — Options cancelled / forfeited ( 123,960 ) 47.09 — — Balance at December 31, 2021 5,571,293 $ 28.70 8.26 $ 15,687 Options granted 2,051,058 8.13 — — Options exercised ( 102,152 ) 1.45 — — Options cancelled / forfeited ( 4,200,488 ) 29.30 — — Balance at December 31, 2022 3,319,711 $ 16.07 4.77 $ 65 Options vested and expected to vest to December 31, 2022 3,319,711 16.07 4.77 65 Options exercisable at December 31, 2022 2,209,330 $ 20.13 2.52 $ 65 |
Summary of Weighted Average Assumptions to Calculate the Fair Value of Stock-Based Compensation | The following weighted average assumptions were used to calculate the fair value of stock-based compensation for the years ended December 31, 2022 and 2021: 2022 2021 Expected volatility 89.98 % 87.56 % Expected dividend yield — % — % Expected term (in years) 6.23 6.23 Risk-free interest rate 2.67 % 1.15 % |
Service Based Stock Options | Novosteo | |
Summary of Stock Options Activity | Activity for service-based stock options under the 2019 Novosteo Plan is as follows: Number of Weighted Weighted Aggregate (In thousands) Balance at December 31, 2021 — — — — Options assumed 507,648 $ 0.55 — — Options exercised — — — — Options cancelled / forfeited ( 4,543 ) 0.55 — — Balance at December 31, 2022 503,105 $ 0.55 9.23 $ 44 Options vested and expected to vest as of December 31, 2022 503,105 0.55 9.23 44 Options exercisable as of December 31, 2022 — — — — |
Service Based Stock Options | 2022 Inducement Plan | |
Summary of Stock Options Activity | Activity for service-based stock options under the 2022 Inducement Plan is as follows: Number of Weighted Weighted Aggregate (In thousands) Balance at December 31, 2021 — — — — Options granted 3,744,255 $ 2.98 — — Options exercised — — — — Options cancelled / forfeited ( 2,000 ) 2.98 — — Balance at December 31, 2022 3,742,255 $ 2.98 9.39 $ — Options vested and expected to vest as of December 31, 2022 3,742,255 2.98 9.39 — Options exercisable as of December 31, 2022 — — — — |
Performance Stock Options | |
Summary of Stock Options Activity | The following table summarizes activity under the Company’s PSOs from the 2019 Plan and related information: Shares Subject Weighted Weighted average Balance at December 31, 2021 675,000 $ 29.60 8.94 Surrendered ( 675,000 ) $ 29.60 Vested — — — Balance at December 31, 2022 — — — |
Market Based Performance Stock Options | |
Summary of Weighted Average Assumptions to Calculate the Fair Value of Stock-Based Compensation | The Company estimated the grant date fair value of its market-based performance stock option awards granted during the year ended December 31, 2021 using a Monte Carlo Simulation method by applying the following assumptions: Expected share price volatility 95.0 % Contractual term, in years 10 Risk-free interest rate 0.90 % |
Restricted Stock Awards (RSAs) | |
Summary of Stock Options Activity | Restricted Stock Awards (“RSAs”) Restricted Stock Awards Outstanding Number of Shares Weighted Average Grant Date Fair Value Unvested - December 31, 2021 — — RSAs assumed 519,216 $ 3.30 RSAs vested ( 91,815 ) $ — RSAs cancelled - $ — Unvested - December 31, 2022 427,401 $ 3.30 |
Restricted Stock Units (RSUs) | |
Summary of Stock Options Activity | The following table summarizes activity under the Company’s RSUs from the Quince 2019 Plan and related information: Restricted Stock Units Outstanding Number of Shares Weighted Average Grant Date Fair Value Unvested - December 31, 2021 — — RSUs granted 1,013,500 $ 4.30 RSUs vested ( 388,147 ) $ 4.30 RSUs cancelled ( 594,477 ) $ 4.30 Unvested - December 31, 2022 30,876 $ 4.30 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Reserved Shares of Common Stock for Future Issuance | The Company had reserved shares of common stock for future issuance as follows: December 31, 2022 2021 Options issued and outstanding under the Quince 2019 Stock Plan 3,319,711 6,246,293 Shares available for issuance under Quince 2019 Stock Plan 3,747,309 138,926 Shares available for issuance under the Employee Stock Purchase Plan 1,133,165 832,421 Options issued and outstanding under the Novosteo 2019 Plan 503,105 — Shares available for issuance under Novosteo 2019 Plan 41,880 — Options issued and outstanding under the 2022 Inducement Plan 3,742,255 — Shares available for issuance under 2022 Inducement Plan 257,745 — Total 12,745,170 7,217,640 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Taxes | The components of the Company's loss before income taxes were as follows (in thousands): Year ended December 31, 2022 2021 United States $ ( 48,191 ) $ ( 87,907 ) International ( 3,753 ) ( 2,038 ) Total $ ( 51,944 ) $ ( 89,945 ) |
Schedule of Provision for Income Taxes Differs From the Amount Expected by Applying the Federal Statutory Rate to Loss Before Taxes | The provision for income taxes differs from the amount expected by applying the federal statutory rate to the loss before taxes as follows: Year ended December 31, 2022 2021 Federal statutory income tax rate 21.00 % 21.00 % State income taxes 0.89 0.96 Income tax credits 1.49 2.17 Stock based compensation ( 0.82 ) 1.68 Non-deductible expenses and others ( 3.38 ) 0.26 Change in valuation allowance ( 18.63 ) ( 26.07 ) 0.55 % — % |
Schedule of Components of Deferred Tax Assets | As of December 31, 2022 and 2021, the components of the Company’s deferred tax assets are as follows (in thousands): Year ended December 31, 2022 2021 Deferred tax asset: Federal and State net operating loss carryforwards $ 49,481 $ 44,933 Stock based compensation 9,667 6,853 Other accruals 515 396 Capitalized research and development expense 3,094 — Tax credits 7,970 6,737 Gross deferred tax asset 70,727 58,919 Valuation allowance ( 69,692 ) ( 58,611 ) Total deferred tax assets (liabilities) 1,035 308 Deferred tax liabilities: Property and equipment ( 11 ) ( 5 ) Capitalized leases ( 32 ) ( 303 ) IP R&D (1,239 ) — Gross deferred tax liabilities ( 1,282 ) ( 308 ) Net deferred tax liabilities $ ( 247 ) $ — |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Year ended December 31, 2022 2021 Beginning balance $ 3,249 $ 1,976 Additions for tax positions taken in a prior year — — Additions for tax positions taken in a current year 439 1,273 Ending balance $ 3,688 $ 3,249 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share (in thousands except for share and per share amounts): December 31, 2022 2021 Numerator: Net loss $ ( 51,660 ) $ ( 89,945 ) Denominator: Weighted average common shares outstanding 33,496,534 29,718,506 Net loss per share, basic and diluted $ ( 1.54 ) $ ( 3.03 ) |
Schedule of Outstanding Potentially Dilutive Ordinary Shares Excluded from Calculation of Diluted Net Loss Per Share | The following outstanding potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive: December 31, 2022 2021 Stock options issued and outstanding 7,565,071 5,571,293 Restricted stock units 30,876 — Restricted stock awards 427,401 — Performance stock options — 675,000 8,023,348 6,246,293 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Schedule of fair values of assets acquired and liabilities assumed | The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed as the final determination of the date of acquisition (in thousands): May 19, 2022 Identifiable assets acquired and liabilities assumed: Cash and cash equivalents $ 10,593 Prepaid expenses and other current assets 1,040 ROU asset 124 Property and equipment 279 In-process Research and Development 5,900 Accounts payable and accrued liabilities ( 1,726 ) Deferred tax liabilities ( 532 ) Net assets acquired $ 15,678 Goodwill $ 825 |
Schedule of Revenue and Net Loss of the Combined Entity | The unaudited pro forma revenue and net loss for the years ended December 31, 2022 and 2021 of the combined entity had the acquisition date been January 1, 2021 are as follows: For the year ended December 31, 2022 2021 Revenue $ 262 $ 225 Net loss ( 52,592 ) ( 96,075 ) |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Amount of Indefinite-Lived Intangible Asset | The following table provides details of the carrying amount of the Company's indefinite-lived intangible asset (in thousands): As of December 31, 2022 Unamortized intangible assets: In-process research and development $ 5,900 |
Schedule carrying amount of goodwill | The following table sets forth the change in the carrying amount of goodwill for the Company as of and for the year ended December 31, 2022: Balance at December 31, 2021 $ — May 19, 2022 825 Impairment charge ( 825 ) Balance at December 31, 2022 — |
Organization - Additional Infor
Organization - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | May 09, 2022 | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares issued | 36,136,480 | 30,074,412 | |
Entity incorporation date | 2012-06 | ||
Proceeds from issuance of common stock in connection with open market sales agreement | $ 608 | $ 0 | |
Accumulated deficit | (288,259) | (236,599) | |
Cash, cash equivalents, and short-term investments | 90,200 | ||
Long term investments | $ 3,578 | $ 19,933 | |
Merger Agreement | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Automatically cancelled and converted common stock | 0.0911 | ||
Common stock, par value | $ 0.001 | ||
Common stock, shares issued | 5,520,000 | ||
Options outstanding assumed | 507,108 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | Jul. 31, 2021 USD ($) | May 31, 2021 USD ($) | May 31, 2020 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Number of reportable segment | Segment | 1 | ||||
Number of operating segment | Segment | 1 | ||||
Impairment charges | $ 0 | ||||
Operating lease asset | $ 291,000 | 1,165,000 | $ 44,000,000 | $ 1,200,000 | $ 172,000 |
Short-term operating lease liability | 377,000 | 741,000 | |||
Long-term operating lease liabilities | 0 | 420,000 | |||
Accumulated deficit | (288,259,000) | (236,599,000) | |||
San Diego, California | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Impairment charges | 136,000 | $ 0 | |||
Asset impairment charge related to lease impairment loss and loss on disposal of fixed assets | $ 200,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer Equipment | |
Property Plant And Equipment [Line Items] | |
Useful lives of property and equipment | 3 years |
Lab Equipment | |
Property Plant And Equipment [Line Items] | |
Useful lives of property and equipment | 5 years |
Finance Lease Right of Use Assets | |
Property Plant And Equipment [Line Items] | |
Useful Estimated lives of property and equipment | Shorter of estimated useful life or lease term |
Leasehold Improvement | |
Property Plant And Equipment [Line Items] | |
Useful Estimated lives of property and equipment | Shorter of estimated useful life or lease term |
Office Furniture | |
Property Plant And Equipment [Line Items] | |
Useful lives of property and equipment | 3 years |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair value assets level 1 to level 2 | $ 0 | $ 0 |
Fair value assets level 2 to level 1 | 0 | 0 |
Fair value assets transfers into level 3 | 0 | 0 |
Fair value assets transfers out of level 3 | $ 0 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | $ 89,773 | $ 86,465 |
Money Market Funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 10,988 | 15,954 |
Certificates of Deposit | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 6,102 | 11,503 |
Repurchase Agreements | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 9,000 | 13,500 |
Corporate Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 12,411 | 38,397 |
Government and Agency Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 50,766 | 5,178 |
Municipal Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 506 | 1,933 |
Level 1 | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 10,988 | 15,954 |
Level 1 | Money Market Funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 10,988 | 15,954 |
Level 2 | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 78,785 | 70,511 |
Level 2 | Certificates of Deposit | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 6,102 | 11,503 |
Level 2 | Repurchase Agreements | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 9,000 | 13,500 |
Level 2 | Corporate Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 12,411 | 38,397 |
Level 2 | Government and Agency Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 50,766 | 5,178 |
Level 2 | Municipal Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | $ 506 | $ 1,933 |
Cash, Cash Equivalents and In_3
Cash, Cash Equivalents and Investments - Summary of Fair Values of Cash, Cash Equivalents, and Short-Term Investments Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | $ 44,579 | $ 69,724 |
Short term investments | 45,602 | 37,078 |
Long term investments | 3,578 | 19,933 |
Government and Agency Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 20,605 | 0 |
Fair Value on Recurring | Cash | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 3,986 | 40,270 |
Fair Value on Recurring | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 10,988 | 15,954 |
Fair Value on Recurring | Repurchase Agreements | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 9,000 | 13,500 |
Fair Value on Recurring | Certificates of Deposit | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short term investments | 5,390 | 6,928 |
Long term investments | 712 | 4,575 |
Fair Value on Recurring | Municipal Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short term investments | 506 | 1,283 |
Long term investments | 0 | 650 |
Fair Value on Recurring | Corporate Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short term investments | 12,411 | 25,675 |
Long term investments | 0 | 12,722 |
Fair Value on Recurring | Government and Agency Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short term investments | 27,295 | 3,192 |
Long term investments | $ 2,866 | $ 1,986 |
Cash, Cash Equivalents and In_4
Cash, Cash Equivalents and Investments - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Weighted average remaining contractual maturities of available-for-sale securities | 5 months | |
Realized gains or losses on the sale or maturity of available-for-sale securities | $ 0 | $ 0 |
Amounts reclassify out of accumulated other comprehensive income | $ 0 |
Cash, Cash Equivalents and In_5
Cash, Cash Equivalents and Investments - Summary of Available-for-Sale Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 90,330 | $ 86,564 |
Unrealized Gains | 5 | 18 |
Unrealized Losses | (562) | (117) |
Financial assets and liabilities | 89,773 | 86,465 |
Cash equivalents (original maturities within 90 days) | 40,593 | 29,454 |
Short-term investments (maturities within one year) | 45,602 | 37,078 |
Long-term investments (maturities beyond 1 year) | 3,578 | 19,933 |
Total cash equivalents and investments | 89,773 | 86,465 |
Money Market Funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 10,988 | 15,954 |
Financial assets and liabilities | 10,988 | 15,954 |
Certificates of Deposit | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 6,237 | 11,511 |
Unrealized Gains | 1 | 12 |
Unrealized Losses | (136) | (20) |
Financial assets and liabilities | 6,102 | 11,503 |
Repurchase Agreements | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 9,000 | 13,500 |
Financial assets and liabilities | 9,000 | 13,500 |
Corporate Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 12,575 | 38,470 |
Unrealized Gains | 6 | |
Unrealized Losses | (164) | (79) |
Financial assets and liabilities | 12,411 | 38,397 |
Government and Agency Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 51,020 | 5,195 |
Unrealized Gains | 4 | |
Unrealized Losses | (258) | (17) |
Financial assets and liabilities | 50,766 | 5,178 |
Municipal Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 510 | 1,934 |
Unrealized Losses | (4) | (1) |
Financial assets and liabilities | $ 506 | $ 1,933 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses | $ 223 | $ 333 |
Prepaid insurance | 977 | 1,144 |
Prepaid research and development expenses | 1,088 | 1,899 |
Australia research and development refundable tax credit | 1,003 | 1,128 |
Other current assets | 276 | 367 |
Total prepaid expenses and other current assets | $ 3,567 | $ 4,871 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Less: accumulated amortization and depreciation | $ (185) | $ (959) |
Property and equipment, net | 393 | 263 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 18 | 53 |
Lab Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 415 | 528 |
Finance Lease Right of Use Assets | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 124 | 557 |
Leasehold Improvement | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 21 | 58 |
Office Furniture | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 0 | $ 26 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reductions in research and development expense | $ 600,000 | $ 1,100,000 |
Australia research and development refundable tax credit | 1,003,000 | 1,128,000 |
Depreciation | 204,000 | 344,000 |
Novosteo | ||
Australia research and development refundable tax credit | $ 500,000 | $ 0 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Liabilities, Current [Abstract] | ||
Personnel expenses | $ 1,130 | $ 820 |
Professional fees | 234 | 462 |
Research and development expenses | 497 | 7,108 |
Current portion of operating lease liabilities | 377 | 741 |
Current portion of finance lease liability | 76 | 0 |
Other | 185 | 180 |
Total accrued expenses and other current liabilities | $ 2,499 | $ 9,311 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Severance and Related Expenses (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Balance Sheet Components [Abstract] | |
Beginning accrued severance | $ 0 |
Incurred during the period | 3,942 |
Severance paid during the period | (3,942) |
Ending accrued severance | $ 0 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Oct. 31, 2022 | Mar. 31, 2022 | Jul. 31, 2021 | May 31, 2020 | May 31, 2019 | Jun. 30, 2018 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2021 | May 13, 2019 | |
Lessee Lease Description [Line Items] | |||||||||||
Renewal options | false | ||||||||||
Operating lease payments | $ 1,300,000 | $ 0 | $ 0 | ||||||||
Repurchase option percentage | 100% | ||||||||||
Operating leases period | 3 years | ||||||||||
Operating lease payments paid for additional space | $ 63,000 | ||||||||||
Operating lease termination month and year | 2021-07 | 2021-07 | |||||||||
Operating lease liability | $ 172,000 | $ 0 | $ 377,000 | $ 1,161,000 | |||||||
Operating lease asset | $ 44,000,000 | $ 172,000 | 291,000 | 1,165,000 | $ 1,200,000 | ||||||
Future rent expense | $ 318,000,000 | ||||||||||
Finance lease amortized period on equipment service | 18 months | ||||||||||
Finance lease amortization of right of use assets | $ 50,000 | 220,000 | |||||||||
Operating lease renewal | 1 year | ||||||||||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 640,000,000 | ||||||||||
Impairment charges | $ 0 | ||||||||||
Minimum | |||||||||||
Lessee Lease Description [Line Items] | |||||||||||
Finance lease amortized period on equipment service | 20 months | ||||||||||
Maximum | |||||||||||
Lessee Lease Description [Line Items] | |||||||||||
Operating lease remaining term on a straight-line basis | 12 months | ||||||||||
Finance lease amortized period on equipment service | 34 months | ||||||||||
San Diego, California | |||||||||||
Lessee Lease Description [Line Items] | |||||||||||
Lease agreement period | 3 years | ||||||||||
Operating lease payments | $ 337,000 | ||||||||||
Impairment charges | $ 136,000 | $ 0 | |||||||||
San Diego, California | Prepaid Expenses and Other Current Assets | |||||||||||
Lessee Lease Description [Line Items] | |||||||||||
Security deposit paid | 29,000 | ||||||||||
South San Francisco | |||||||||||
Lessee Lease Description [Line Items] | |||||||||||
Operating lease payments | $ 271,000,000 | ||||||||||
Operating lease liability | 256,000 | ||||||||||
Security deposit paid | $ 17,000,000 | ||||||||||
West Lafayette | |||||||||||
Lessee Lease Description [Line Items] | |||||||||||
Lease agreement period | 15 months | ||||||||||
Operating lease payments | $ 151,000,000 | ||||||||||
Operating lease liability | $ 145,000 | ||||||||||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 10,000 | ||||||||||
Series B Redeemable Convertible Preferred Stock | |||||||||||
Lessee Lease Description [Line Items] | |||||||||||
Lease agreement period | 3 years | ||||||||||
Renewal options | false | ||||||||||
Shares issued | 114,437 | ||||||||||
Convertible preferred stock, fair value | $ 1,100,000 | ||||||||||
Series B Redeemable Convertible Preferred Stock | IPO | |||||||||||
Lessee Lease Description [Line Items] | |||||||||||
Conversion of redeemable convertible preferred stock to common stock ratio | 100% |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | May 31, 2021 | May 31, 2020 | May 31, 2019 |
Leases [Abstract] | ||||||
Operating lease right-of-use assets, net | $ 291,000 | $ 1,165,000 | $ 44,000,000 | $ 1,200,000 | $ 172,000 | |
Short-term operating lease liability | $ 377,000 | $ 741,000 | ||||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities | ||||
Long-term operating lease liabilities | $ 0 | $ 420,000 | ||||
Operating lease liability | 377,000 | 1,161,000 | 172,000 | $ 0 | ||
Finance lease right of use asset | 124,000 | 557,000 | ||||
Finance lease accumulated amortization | (50,000) | $ (557,000) | ||||
Total finance lease right of use asset, net | $ 74,000 | |||||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net | Other Assets, Noncurrent | ||||
Weighted average remaining lease term | ||||||
Operating leases | 10 months 24 days | 1 year 7 months 6 days | ||||
Finance leases | 1 year | |||||
Weighted average discount rate | ||||||
Operating leases | 5.71% | 1.87% | ||||
Finance leases | 4.45% | |||||
2023 | $ 388,000 | |||||
2024 | 0 | |||||
Total lease payments | 388,000 | |||||
Less: imputed interest | (11,000) | |||||
Operating lease liability | $ 377,000 | $ 1,161,000 | $ 172,000 | $ 0 |
Leases - Summary of Lease Costs
Leases - Summary of Lease Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lease costs: | ||
Finance lease amortization of right of use assets | $ 50,000 | $ 220,000 |
Operating lease costs | 572,000 | 729,000 |
Short-term lease costs | 75,000 | 66,000 |
Total lease costs | $ 697,000 | $ 1,015,000 |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Feb. 28, 2022 USD ($) shares | Dec. 31, 2020 Installment shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 $ / shares | May 19, 2022 shares | May 09, 2022 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock reserved for issuance | shares | 12,745,170 | 7,217,640 | ||||||
Total intrinsic value of options exercised | $ 1,393,000 | $ 22,512,000 | ||||||
Weighted average grant date fair value of options granted | $ / shares | $ 6.05 | $ 25.66 | ||||||
Total estimated grant date fair value of options vested | $ 31,800,000 | |||||||
Stock-based compensation expense related to options granted | 16,618,000 | $ 29,853,000 | ||||||
Income tax benefits recognized | 0 | |||||||
Unamortized employee stock-based compensation | $ 6,200,000 | |||||||
Unamortized employee stock-based compensation expected to recognized over remaining estimated vesting period | 2 years 3 months 7 days | |||||||
LifeToDateExpense | $ 1,600,000 | |||||||
Dividend yield | 0% | |||||||
Novosteo | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Total intrinsic value of options exercised | $ 0 | $ 0 | ||||||
Weighted average grant date fair value of options granted | $ / shares | $ 2.51 | $ 0 | ||||||
Total estimated grant date fair value of options vested | $ 300,000 | $ 0 | ||||||
Unamortized employee stock-based compensation | $ 1,000,000 | |||||||
Unamortized employee stock-based compensation expected to recognized over remaining estimated vesting period | 3 years 2 months 23 days | |||||||
Number of shares, Cancelled and converted | shares | 0.0911 | |||||||
Arithmetic Average | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Expected term | 10 years | |||||||
Performance Stock Options | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Weighted average grant date fair value of options granted | $ / shares | $ 14.90 | |||||||
Stock-based compensation expense related to options granted | $ 2,044,000 | 3,713,000 | ||||||
Unamortized employee stock-based compensation | 0 | |||||||
Options granted | shares | 675,000 | |||||||
Number of installments | Installment | 2 | |||||||
Number of consecutive trading days | 45 days | |||||||
Number of Shares, Surrendered | shares | 400,000 | |||||||
Remaining expense | $ 3,600,000 | |||||||
Restricted Stock Units (RSUs) | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Total fair value of shares vested | 1,700,000 | 0 | ||||||
Aggregate intrinsic value | 1,100,000 | |||||||
Stock-based compensation expense related to options granted | 1,337,000,000 | 0 | ||||||
Unamortized employee stock-based compensation | $ 100,000 | |||||||
Unamortized employee stock-based compensation expected to recognized over remaining estimated vesting period | 1 year 2 months 1 day | |||||||
Number of Shares, Surrendered | shares | 594,477 | |||||||
Restricted Stock Units (RSUs) | Maximum | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock based awards vesting period | 2 years | |||||||
Restricted Stock Awards (RSAs) | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unamortized employee stock-based compensation | $ 1,400,000 | |||||||
Unamortized employee stock-based compensation expected to recognized over remaining estimated vesting period | 2 years 8 months 26 days | |||||||
Restricted Stock Awards (RSAs) | Novosteo | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock reserved for issuance | shares | 0.0911 | |||||||
Employees and Non-Employees | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense related to options granted | $ 11,361,000 | 26,140,000,000 | ||||||
Employees and Non-Employees | Novosteo | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense related to options granted | 245,000,000 | 0 | ||||||
Employees and Non-Employees | Restricted Stock Awards (RSAs) | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense related to options granted | $ 338,000,000 | $ 0 | ||||||
2019 Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Maximum aggregate number of shares that may be issued under the plan | shares | 8,591,030 | |||||||
Increase in number of shares available for issuance as proportion of shares of common stock | shares | 2,146,354 | |||||||
Percentage of common stock outstanding | 4% | |||||||
2019 Plan | Novosteo | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Maximum aggregate number of shares that may be issued under the plan | shares | 544,985 | |||||||
2019 Plan | Performance Stock Options | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of Shares, Surrendered | shares | 675,000 | |||||||
2019 ESPP | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Increase in number of shares available for issuance as proportion of shares of common stock | shares | 536,589 | |||||||
Percentage of common stock outstanding | 1% | |||||||
Common stock reserved for issuance | shares | 1,133,165 | |||||||
Maximum period for common stock shares reserved for future issuance | 10 years | |||||||
2022 Inducement Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Increase in number of shares available for issuance as proportion of shares of common stock | shares | 4,000,000 | |||||||
Common stock reserved for issuance | shares | 257,745 | |||||||
Total intrinsic value of options exercised | $ 0 | |||||||
Weighted average grant date fair value of options granted | $ / shares | $ 2.26 | |||||||
Total estimated grant date fair value of options vested | $ 0 | |||||||
Number of options exercised | shares | 0 | |||||||
Number of options vested | shares | 0 | |||||||
Unamortized employee stock-based compensation | $ 7,200,000 | |||||||
Unamortized employee stock-based compensation expected to recognized over remaining estimated vesting period | 3 years 4 months 20 days | |||||||
2022 Inducement Plan | Employees and Non-Employees | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense related to options granted | $ 1,293,000,000 |
Equity Incentive Plans - Summar
Equity Incentive Plans - Summary of Activity for Service-based Stock Options (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Aggregate Intrinsic Value | $ 1,393,000 | $ 22,512,000 | |
2022 Inducement Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options and Unvested Shares, exercised | 0 | ||
Aggregate Intrinsic Value | $ 0 | ||
Novosteo | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Aggregate Intrinsic Value | $ 0 | $ 0 | |
Service Based Stock Options | 2019 Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options and Unvested Shares, beginning balance | 5,571,293 | 4,790,327 | |
Number of Options and Unvested Shares, granted | 2,051,058 | 1,436,116 | |
Number of Options and Unvested Shares, exercised | (102,152) | (531,190) | |
Number of Options and Unvested Shares, Options cancelled / forfeited | (4,200,488) | (123,960) | |
Number of Options and Unvested Shares, ending balance | 3,319,711 | 5,571,293 | 4,790,327 |
Number of Options and Unvested Shares, vested and expected to vest | 3,319,711 | ||
Number of Options and Unvested Shares, exercisable | 2,209,330 | ||
Weighted Average Exercise Price, beginning balance | $ 28.70 | $ 25.47 | |
Weighted Average Exercise Price, granted | 8.13 | 35.20 | |
Weighted Average Exercise Price, exercised | 1.45 | 12.82 | |
Weighted Average Exercise Price, cancelled/forfeited | 29.30 | 47.09 | |
Weighted Average Exercise Price, ending balance | 16.07 | $ 28.70 | $ 25.47 |
Weighted Average Exercise Price, vested and expected to vest | 16.07 | ||
Weighted Average Exercise Price, exercisable | $ 20.13 | ||
Weighted Average Remaining Contractual Life | 4 years 9 months 7 days | 8 years 3 months 3 days | 8 years 8 months 8 days |
Weighted Average Remaining Contractual Life, vested and expected to vest | 4 years 9 months 7 days | ||
Weighted Average Remaining Contractual Life, exercisable | 2 years 6 months 7 days | ||
Aggregate Intrinsic Value | $ 65,000 | $ 15,687,000 | $ 49,723,000 |
Aggregate Intrinsic Value, vested and expected to vest | 65,000 | ||
Aggregate Intrinsic Value, exercisable | $ 65,000 | ||
Service Based Stock Options | 2022 Inducement Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options and Unvested Shares, granted | 3,744,255 | ||
Number of Options and Unvested Shares, Options cancelled / forfeited | (2,000) | ||
Number of Options and Unvested Shares, ending balance | 3,742,255 | ||
Number of Options and Unvested Shares, vested and expected to vest | 3,742,255 | ||
Weighted Average Exercise Price, granted | $ 2.98 | ||
Weighted Average Exercise Price, cancelled/forfeited | $ 2.98 | ||
Weighted Average Exercise Price, ending balance | 2.98 | ||
Weighted Average Exercise Price, vested and expected to vest | $ 2.98 | ||
Weighted Average Remaining Contractual Life | 9 years 4 months 20 days | ||
Weighted Average Remaining Contractual Life, vested and expected to vest | 9 years 4 months 20 days | ||
Service Based Stock Options | Novosteo | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options and Unvested Shares, assumed | 507,648 | ||
Number of Options and Unvested Shares, Options cancelled / forfeited | (4,543) | ||
Number of Options and Unvested Shares, ending balance | 503,105 | ||
Number of Options and Unvested Shares, vested and expected to vest | 503,105 | ||
Weighted Average Exercise Price, assumed | $ 0.55 | ||
Weighted Average Exercise Price, cancelled/forfeited | 0.55 | ||
Weighted Average Exercise Price, ending balance | 0.55 | ||
Weighted Average Exercise Price, vested and expected to vest | $ 0.55 | ||
Weighted Average Remaining Contractual Life | 9 years 2 months 23 days | ||
Weighted Average Remaining Contractual Life, vested and expected to vest | 9 years 2 months 23 days | ||
Aggregate Intrinsic Value | $ 44,000 | ||
Aggregate Intrinsic Value, vested and expected to vest | $ 44,000 |
Equity Incentive Plans - Summ_2
Equity Incentive Plans - Summary of Activity Under Performance Stock Options (Details) - Performance Stock Options - $ / shares | 1 Months Ended | 12 Months Ended |
Feb. 28, 2022 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Surrendered | (400,000) | |
2019 Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares Subject to Outstanding PSOs, Beginning Balance | 675,000 | |
Number of Shares, Surrendered | (675,000) | |
Weighted Average Exercise Price, Beginning Balance | $ 29.60 | |
Surrendered | $ 29.60 | |
Weighted Average Remaining Contractual Life | 8 years 11 months 8 days |
Equity Incentive Plans - Summ_3
Equity Incentive Plans - Summary of Restricted Stock Options (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Restricted Stock Units (RSUs) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares, granted | 1,013,500 |
Number of Shares, vested | (388,147) |
Number of Shares, Surrendered | (594,477) |
Outstanding, Number of Shares, Unvested, Ending Balance | 30,876 |
Weighted-Average Grant Date Fair Value, granted | $ / shares | $ 4.30 |
Weighted-Average Grant Date Fair Value, vested | $ / shares | 4.30 |
Weighted-Average Grant Date Fair Value, cancelled | $ / shares | 4.30 |
Outstanding, Weighted-Average Grant Date Fair Value, Unvested, Ending Balance | $ / shares | $ 4.30 |
Restricted Stock Awards (RSAs) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Outstanding, Number of Shares, Unvested, Beginning Balance | 0 |
Number of Shares, assumed | 519,216 |
Number of Shares, vested | (91,815) |
Outstanding, Number of Shares, Unvested, Ending Balance | 427,401 |
Weighted-Average Grant Date Fair Value, assumed | $ / shares | $ 3.30 |
Outstanding, Weighted-Average Grant Date Fair Value, Unvested, Ending Balance | $ / shares | $ 3.30 |
Equity Incentive Plans - Summ_4
Equity Incentive Plans - Summary of Employee and Non-Employee Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | $ 16,618 | $ 29,853 |
General and Administrative Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | 10,225 | 14,792 |
Research and Development Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | $ 6,393 | $ 15,061 |
Equity Incentive Plans - Summ_5
Equity Incentive Plans - Summary of Weighted Average Assumptions to Calculate the Fair Value of Stock-Based Compensation (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected dividend yield | 0% | |
Service Based Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 89.98% | 87.56% |
Expected dividend yield | 0% | 0% |
Expected term (in years) | 6 years 2 months 23 days | 6 years 2 months 23 days |
Risk-free interest rate | 2.67% | 1.15% |
Market Based Performance Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 95% | |
Expected term (in years) | 10 years | |
Risk-free interest rate | 0.90% |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 23, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from issuance of common stock | $ 608 | $ 0 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares issued | 36,136,480 | 30,074,412 | |
Common stock, shares outstanding | 36,136,480 | 30,074,412 | |
Common stock, voting rights | Each share of common stock is entitled to one vote | ||
Open Market Sales Agreement | Jefferies LLC | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from issuance of common stock | $ 150,000 | $ 600 | $ 0 |
Issuance of stock (in shares) | 51,769 | 0 |
Common Stock - Schedule of Rese
Common Stock - Schedule of Reserved Shares of Common Stock for Future Issuance (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class Of Stock [Line Items] | ||
Total | 12,745,170 | 7,217,640 |
Options Issued and Outstanding Under The Quince 2019 Stock Plan | ||
Class Of Stock [Line Items] | ||
Total | 3,319,711 | 6,246,293 |
Shares Available for Issuance Under Quince 2019 Stock Plan | ||
Class Of Stock [Line Items] | ||
Total | 3,747,309 | 138,926 |
Shares Available for Issuance Under Employee Stock Purchase Plan | ||
Class Of Stock [Line Items] | ||
Total | 1,133,165 | 832,421 |
Options Issued and Outstanding Under The Novosteo 2019 Plan | ||
Class Of Stock [Line Items] | ||
Total | 503,105 | 0 |
Shares Available for Issuance Under Novosteo 2019 Plan | ||
Class Of Stock [Line Items] | ||
Total | 41,880 | 0 |
Options Issued and Outstanding Under the 2022 Inducement Plan | ||
Class Of Stock [Line Items] | ||
Total | 3,742,255 | 0 |
Shares Available for Issuance Under 2022 Inducement Plan | ||
Class Of Stock [Line Items] | ||
Total | 257,745 | 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Stock-based compensation expense related to options granted | $ 16,618,000 | $ 29,853,000 |
Incremental stock-based compensation expense | 2,115,000 | |
General and Administrative Expense | ||
Related Party Transaction [Line Items] | ||
Stock-based compensation expense related to options granted | 10,225,000 | 14,792,000 |
Severance Costs | 1,297,750 | |
Research and Development Expense | ||
Related Party Transaction [Line Items] | ||
Stock-based compensation expense related to options granted | 6,393,000 | 15,061,000 |
Severance Costs | $ 1,020,000 | |
Purdue Research Foundation [Member] | ||
Related Party Transaction [Line Items] | ||
Shares held by related party | 154,497 | |
Related party expenses | $ 195,000 | 0 |
Restricted Stock Units (RSUs) | ||
Related Party Transaction [Line Items] | ||
Stock-based compensation expense related to options granted | 1,337,000,000 | $ 0 |
Maximum | Purdue Research Foundation [Member] | ||
Related Party Transaction [Line Items] | ||
Contractual Obligation | $ 4,250,000 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (48,191) | $ (87,907) |
International | (3,753) | (2,038) |
Total | $ (51,944) | $ (89,945) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | |||
Provision (benefit) for income taxes | $ (284,000) | $ 0 | |
Deferred tax asset | 247,000 | 0 | |
Valuation allowances increased | 11,100,000 | 23,600,000 | |
Liability related to uncertain tax positions | 0 | ||
Interest or penalties accrued | $ 0 | $ 0 | $ 0 |
Earliest Tax Year | California State Tax Examinations | |||
Income Taxes [Line Items] | |||
Open tax year | 2013 | ||
Latest Tax Year | California State Tax Examinations | |||
Income Taxes [Line Items] | |||
Open tax year | 2022 | ||
U.S. Federal | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | $ 225,400,000 | ||
Operating loss carryforwards, not subject to expiration | 209,500,000 | ||
Operating loss carryforwards, subject to expiration | $ 15,800,000 | ||
Operating loss carryforwards begin to expire | 2034 | ||
Tax credit carryforwards | $ 9,300,000 | ||
Tax credits carryforwards begin to expire | 2036 | ||
U.S. Federal | Earliest Tax Year | |||
Income Taxes [Line Items] | |||
Open tax year | 2013 | ||
U.S. Federal | Latest Tax Year | |||
Income Taxes [Line Items] | |||
Open tax year | 2022 | ||
State | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | $ 16,300,000 | ||
Operating loss carryforwards begin to expire | 2034 | ||
Tax credit carryforwards | $ 3,000,000 | ||
Foreign Tax Authority [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | $ 2,400,000 | ||
Internal Revenue Code | |||
Income Taxes [Line Items] | |||
Period of cumulative change in ownership | 3 years | ||
Minimum | Internal Revenue Code | |||
Income Taxes [Line Items] | |||
Cumulative change in ownership percentage | 50% |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes Differs From the Amount Expected by Applying the Federal Statutory Rate to Loss Before Taxes (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 21% | 21% |
State income taxes | 0.89% | 0.96% |
Income tax credits | 1.49% | 2.17% |
Stock based compensation | (0.82%) | 1.68% |
Non-deductible expenses and others | (3.38%) | 0.26% |
Change in valuation allowance | (18.63%) | (26.07%) |
Effective income tax rate | 0.55% | 0% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax asset: | ||
Federal and State net operating loss carryforwards | $ 49,481 | $ 44,933 |
Stock based compensation | 9,667 | 6,853 |
Other accruals | 515 | 396 |
Tax credits | 7,970 | 6,737 |
Gross deferred tax asset | 70,727 | 58,919 |
Valuation allowance | (69,692) | (58,611) |
Total deferred tax assets (liabilities) | (1,035) | 308 |
Net deferred tax liabilities | ||
Property and equipment | (11) | (5) |
Capitalized leases | (32) | (303) |
Gross deferred tax liabilities | (1,282) | (308) |
Net deferred tax assets | $ (247) | $ 0 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ 3,249 | $ 1,976 |
Additions for tax positions taken in a prior year | 0 | 0 |
Additions for tax positions taken in a current year | 439 | 1,273 |
Ending balance | $ 3,688 | $ 3,249 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net loss | $ (51,660) | $ (89,945) |
Denominator | ||
Weighted average shares of common stock outstanding - basic | 33,496,534 | 29,718,506 |
Weighted average shares of common stock outstanding - diluted | 33,496,534 | 29,718,506 |
Net loss per share - basic | $ (1.54) | $ (3.03) |
Net loss per share - diluted | $ (1.54) | $ (3.03) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Outstanding Potentially Dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of earnings per share, amount | 8,023,348 | 6,246,293 |
Stock Options Issued and Outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of earnings per share, amount | 7,565,071 | 5,571,293 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of earnings per share, amount | 30,876 | 0 |
Restricted Stock Awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of earnings per share, amount | 427,401 | 0 |
Performance Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of earnings per share, amount | 0 | 675,000 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Percentage of employee contribution of their annual compensation | 100% | |
Contributions | $ 0 | $ 0 |
Defined contribution plan name | 401(k) | |
Defined Contribution Plan, Plan Name [Extensible List] | us-gaap:QualifiedPlanMember |
Business Combination - Addition
Business Combination - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
May 19, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Common stock, par value | $ 0.001 | $ 0.001 | |
Measurement period adjustments | $ 0 | ||
Acquisition related costs | $ 2,200 | ||
Novosteo [Member] | |||
Business Acquisition [Line Items] | |||
Number of shares, Cancelled and converted | 0.0911 | ||
Common stock, par value | $ 0.001 | ||
Aggregate purchase of common stock shares | 507,108 | ||
Unvested restricted shares | 519,216 | ||
Business acquisition, transaction costs | $ 1,100 | ||
Payment to acquire business | $ 16,502,587 | ||
Shares issued for acquisition | 5,000,784 | ||
Share Price | $ 3.30 |
Business Combination - Schedule
Business Combination - Schedule of fair values of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | May 19, 2022 | Dec. 31, 2021 |
Business Combinations [Abstract] | |||
Cash and cash equivalents | $ 10,593 | ||
Prepaid expenses and other current assets | 1,040 | ||
ROU asset | 124 | ||
Property and equipment | 279 | ||
Intangible In-process Research and Development | $ 5,900 | 5,900 | |
Accounts payable and accrued liabilities | (1,726) | ||
Deferred tax liabilities | (532) | ||
Net assets acquired | 15,678 | ||
Goodwill | $ 0 | $ 825 | $ 0 |
Business Combination - Schedu_2
Business Combination - Schedule of Revenue and Net Loss of the Combined Entity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Revenue | $ 262 | $ 225 |
Net loss | $ (52,592) | $ (96,075) |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Carrying Amount of Indefinite Lived Intangible Asset (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | May 19, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
In-process research and development | $ 5,900 | $ 5,900 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill, Beginning Balance | $ 825 | $ 0 | |
Impairment charge | (825) | (825) | $ 0 |
Goodwill, Ending Balance | $ 0 | $ 0 | $ 0 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Non-cash goodwill impairment charge | $ 825 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event - USD ($) $ in Millions | 7 Months Ended | ||
Jan. 30, 2023 | Jan. 27, 2023 | Aug. 31, 2023 | |
Asset Purchase Agreement | Lighthouse Pharmaceuticals, Inc. | |||
Subsequent Event [Line Items] | |||
Disposal date | Jan. 27, 2023 | ||
Ratio of common stock received to issued | 7.50% | ||
Milestone payments receivable | $ 150 | ||
Employee Severance | |||
Subsequent Event [Line Items] | |||
Percentage of reduction in workforce by headcount | 47% | ||
Cost reduction program commencement date | Feb. 01, 2023 | ||
Cost reduction program completion date | Apr. 30, 2023 | ||
Cost reduction program, cash expenditures | $ 0.6 | ||
Cost reduction program, other costs | $ 0.8 |