Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 08, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Entity Registrant Name | LogicBio Therapeutics, Inc. | |
Entity Central Index Key | 0001664106 | |
Trading Symbol | LOGC | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-38707 | |
Entity Tax Identification Number | 47-1514975 | |
Entity Address, Address Line One | 65 Hayden Avenue | |
Entity Address, Address Line Two | 2nd Floor | |
Entity Address, City or Town | Lexington | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02421 | |
City Area Code | 617 | |
Local Phone Number | 245-0399 | |
Entity Common Stock, Shares Outstanding | 32,962,733 | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 30,780 | $ 53,480 |
Accounts receivable | 30 | |
Prepaid expenses and other current assets | 1,996 | 2,156 |
Total current assets | 32,776 | 55,666 |
Property and equipment, net | 1,503 | 1,911 |
Restricted cash | 622 | 622 |
Operating lease right-of-use asset | 3,700 | 4,571 |
TOTAL ASSETS | 38,601 | 62,770 |
CURRENT LIABILITIES: | ||
Accounts payable | 1,111 | 718 |
Accrued expenses and other current liabilities | 2,321 | 3,704 |
Operating lease liabilities | 1,335 | 1,227 |
Current portion of long-term debt | 3,306 | 3,295 |
Current portion of deferred revenue | 8,360 | 10,639 |
Total current liabilities | 16,433 | 19,583 |
Long-term debt, net of issuance costs and discount | 2,626 | 5,006 |
Operating lease liabilities, net of current portion | 2,711 | 3,725 |
Deferred revenue, net of current portion | 1,092 | 3,729 |
Total liabilities | 22,862 | 32,043 |
COMMITMENTS AND CONTINGENCIES (Note 11) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, par value of $0.0001 per share; 25,000,000 shares authorized; no shares issued and outstanding as of September 30, 2022 and December 31, 2021 | ||
Common stock, par value of $0.0001 per share; 175,000,000 shares authorized; 32,962,733 and 32,952,306 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 3 | 3 |
Additional paid-in capital | 173,237 | 170,744 |
Accumulated deficit | (157,501) | (140,020) |
Total stockholders’ equity | 15,739 | 30,727 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 38,601 | $ 62,770 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 175,000,000 | 175,000,000 |
Common stock, shares issued | 32,962,733 | 32,952,306 |
Common stock, shares outstanding | 32,962,733 | 32,952,306 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
REVENUE | ||||
Collaboration and service revenue | $ 2,717 | $ 2,120 | $ 8,732 | $ 3,383 |
OPERATING EXPENSES | ||||
Research and development | 5,051 | 7,806 | 15,524 | 21,482 |
General and administrative | 3,410 | 4,257 | 10,293 | 12,081 |
Total operating expenses | 8,461 | 12,063 | 25,817 | 33,563 |
LOSS FROM OPERATIONS | (5,744) | (9,943) | (17,085) | (30,180) |
OTHER INCOME (EXPENSE): | ||||
Interest income | 147 | 3 | 197 | 13 |
Interest expense | (176) | (270) | (591) | (824) |
Other (expense) income, net | (2) | (3) | (2) | (3) |
Total other expense, net | (31) | (270) | (396) | (814) |
Loss before income taxes | (5,775) | (10,213) | (17,481) | (30,994) |
Income tax benefit | 28 | 28 | ||
Net loss | $ (5,775) | $ (10,185) | $ (17,481) | $ (30,966) |
Net loss per share—basic | $ (0.18) | $ (0.31) | $ (0.53) | $ (0.96) |
Net loss per share—diluted | $ (0.18) | $ (0.31) | $ (0.53) | $ (0.96) |
Weighted-average common stock outstanding—basic | 32,962,733 | 32,443,960 | 32,962,221 | 32,181,912 |
Weighted-average common stock outstanding—diluted | 32,962,733 | 32,443,960 | 32,962,221 | 32,181,912 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (5,775) | $ (10,185) | $ (17,481) | $ (30,966) |
Other comprehensive income: | ||||
Comprehensive loss | $ (5,775) | $ (10,185) | $ (17,481) | $ (30,966) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | At The Market Offering [Member] | Common Stock [Member] | Common Stock [Member] At The Market Offering [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] At The Market Offering [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2020 | $ 61,427 | $ 3 | $ 161,415 | $ (99,991) | |||
Beginning Balance, Shares at Dec. 31, 2020 | 31,775,748 | ||||||
Vesting of restricted stock, Shares | 31,372 | ||||||
Issuance of common stock related to at-the-market offerings, net of issuance costs | $ 2,091 | $ 2,091 | |||||
Issuance of common stock, Shares | 251,086 | ||||||
Stock-based compensation expense | 989 | 989 | |||||
Net loss | (10,282) | (10,282) | |||||
Ending Balance at Mar. 31, 2021 | 54,225 | $ 3 | 164,495 | (110,273) | |||
Ending Balance, Shares at Mar. 31, 2021 | 32,058,206 | ||||||
Beginning Balance at Dec. 31, 2020 | 61,427 | $ 3 | 161,415 | (99,991) | |||
Beginning Balance, Shares at Dec. 31, 2020 | 31,775,748 | ||||||
Net loss | (30,966) | ||||||
Ending Balance at Sep. 30, 2021 | 38,764 | $ 3 | 169,718 | (130,957) | |||
Ending Balance, Shares at Sep. 30, 2021 | 32,945,616 | ||||||
Beginning Balance at Mar. 31, 2021 | 54,225 | $ 3 | 164,495 | (110,273) | |||
Beginning Balance, Shares at Mar. 31, 2021 | 32,058,206 | ||||||
Vesting of restricted stock, Shares | 84,384 | ||||||
Exercise of options | 52 | 52 | |||||
Exercise of options, Shares | 70,620 | ||||||
Issuance of common stock related to at-the-market offerings, net of issuance costs | 45 | 45 | |||||
Issuance of common stock, Shares | 9,156 | ||||||
Stock-based compensation expense | 997 | 997 | |||||
Net loss | (10,499) | (10,499) | |||||
Ending Balance at Jun. 30, 2021 | 44,820 | $ 3 | 165,589 | (120,772) | |||
Ending Balance, Shares at Jun. 30, 2021 | 32,222,366 | ||||||
Vesting of restricted stock, Shares | 11,489 | ||||||
Exercise of options | 35 | 35 | |||||
Exercise of options, Shares | 49,926 | ||||||
Issuance of common stock related to at-the-market offerings, net of issuance costs | $ 2,962 | $ 2,962 | |||||
Issuance of common stock, Shares | 661,835 | ||||||
Stock-based compensation expense | 1,132 | 1,132 | |||||
Net loss | (10,185) | (10,185) | |||||
Ending Balance at Sep. 30, 2021 | 38,764 | $ 3 | 169,718 | (130,957) | |||
Ending Balance, Shares at Sep. 30, 2021 | 32,945,616 | ||||||
Beginning Balance at Dec. 31, 2021 | 30,727 | $ 3 | 170,744 | (140,020) | |||
Beginning Balance, Shares at Dec. 31, 2021 | 32,952,306 | ||||||
Vesting of restricted stock, Shares | 10,427 | ||||||
Stock-based compensation expense | 846 | 846 | |||||
Net loss | (6,662) | (6,662) | |||||
Ending Balance at Mar. 31, 2022 | 24,911 | $ 3 | 171,590 | (146,682) | |||
Ending Balance, Shares at Mar. 31, 2022 | 32,962,733 | ||||||
Beginning Balance at Dec. 31, 2021 | 30,727 | $ 3 | 170,744 | (140,020) | |||
Beginning Balance, Shares at Dec. 31, 2021 | 32,952,306 | ||||||
Net loss | (17,481) | ||||||
Ending Balance at Sep. 30, 2022 | 15,739 | $ 3 | 173,237 | (157,501) | |||
Ending Balance, Shares at Sep. 30, 2022 | 32,962,733 | ||||||
Beginning Balance at Mar. 31, 2022 | 24,911 | $ 3 | 171,590 | (146,682) | |||
Beginning Balance, Shares at Mar. 31, 2022 | 32,962,733 | ||||||
Stock-based compensation expense | 849 | 849 | |||||
Net loss | (5,044) | (5,044) | |||||
Ending Balance at Jun. 30, 2022 | 20,716 | $ 3 | 172,439 | (151,726) | |||
Ending Balance, Shares at Jun. 30, 2022 | 32,962,733 | ||||||
Stock-based compensation expense | 798 | 798 | |||||
Net loss | (5,775) | (5,775) | |||||
Ending Balance at Sep. 30, 2022 | $ 15,739 | $ 3 | $ 173,237 | $ (157,501) | |||
Ending Balance, Shares at Sep. 30, 2022 | 32,962,733 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Issuance costs | $ 92 | $ 1 | $ 65 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (17,481) | $ (30,966) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 508 | 451 |
Stock-based compensation expense | 2,493 | 3,118 |
Non-cash interest expense | 131 | 173 |
Non-cash lease expense | 836 | 811 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 160 | 1,220 |
Accounts receivable | 30 | 144 |
Accounts payable | 393 | 456 |
Accrued expenses and other current liabilities | (2,254) | 26 |
Deferred revenue | (4,916) | 10,733 |
Net cash used in operating activities | (20,100) | (13,834) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (100) | (734) |
Net cash used in investing activities | (100) | (734) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from exercise of stock options | 87 | |
Net proceeds from at-the-market common stock issuances | 5,098 | |
Principal repayments on term loan | (2,500) | (1,111) |
Net cash (used in) provided by financing activities | (2,500) | 4,074 |
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (22,700) | (10,494) |
Cash, cash equivalents and restricted cash at beginning of year | 54,102 | 70,697 |
Cash, cash equivalents and restricted cash at end of period | 31,402 | 60,203 |
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ||
Cash and cash equivalents | 30,780 | 59,581 |
Long-term restricted cash | 622 | 622 |
Total cash, cash equivalents and restricted cash | 31,402 | 60,203 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | $ 460 | 651 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES: | ||
Property and equipment purchases in accrued expenses and accounts payable | $ 48 |
NATURE OF BUSINESS AND BASIS OF
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION Business Overview LogicBio ® ® TM The Company’s lead product candidate, LB-001, is a single-administration, genome editing therapy developed using its GeneRide technology, currently in Phase 1/2 development for the treatment of methylmalonic acidemia (“MMA”) in pediatric patients. MMA is a rare and life-threatening genetic disorder affecting approximately 1 in 50,000 newborns in the United States that often results in developmental delays and other long-term complications and a high rate of hospitalizations. In April 2021, the Company entered into an Exclusive Research Collaboration, License and Option Agreement (the “Original CANbridge Agreement”) with CANbridge Care Pharma Hong Kong Limited (“CANbridge”), pursuant to which LogicBio granted CANbridge (a) an exclusive worldwide license to certain of the Company’s intellectual property rights, including those relating to AAV sL65 (“sL65”), the first capsid produced from the sAAVy platform, to develop, manufacture and commercialize gene therapy candidates for the treatment of Fabry and Pompe diseases, (b) an option to obtain an exclusive worldwide license to certain of the Company’s intellectual property rights, including those relating to sL65, to develop and commercialize gene therapy candidates for the treatment of two additional indications, and (c) an exclusive option to obtain an exclusive license to develop and commercialize LB-001 for the treatment of MMA in China, Taiwan, Hong Kong and Macau. Since its inception, the Company has devoted the majority of its efforts to research and development, including its preclinical and clinical development activities and its manufacturing and process development activities, raising capital, and providing general and administrative support for these operations. The Company is subject to a number of risks similar to those of other companies conducting high-risk, early-stage research and development. Principal among these risks are clinical and regulatory risks associated with drug development, dependency on key individuals and intellectual property, competition from other products and companies, and the technical risks associated with the successful research, development and clinical manufacturing of its product candidates. The Company’s success is dependent upon its ability to continue to raise additional capital in order to fund ongoing research and development, meet its obligations and, ultimately, obtain regulatory approval of its product candidates, successfully commercialize its products and technologies, and if approved, generate revenue and attain profitable operations. Proposed Acquisition by Alexion Pharmaceuticals, Inc. On October 3, 2022, the Company entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Alexion Pharmaceuticals, Inc., a Delaware corporation (“Alexion” or “Parent”), and Camelot Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, on October 18, 2022, Merger Sub commenced a tender offer to purchase, subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, any and all of the issued and outstanding shares of common stock, par value $0.0001 per share, of the Company (the “Shares”), at a price of $2.07 per Share, to the seller in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 18, 2022 (the “Offer to Purchase,” and together with the Letter of Transmittal and other related materials, as may be amended, which together constitute the “Offer”). On the same date as the consummation of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”) without a vote of the Company’s stockholders to adopt the Merger Agreement and consummate the Merger, in accordance with Section 251(h) of the of the Delaware General Corporation Law (the “DGCL”), with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Parent. The Offer is subject to certain important conditions; see “Item 1A. Risk Factors” for more information. COVID-19 Impact The Company continues to closely monitor the COVID-19 pandemic in order to promote the safety of its personnel and to continue advancing its research and development activities. The Company is following federal, state and local requirements and guidelines with respect to the COVID-19 pandemic and has allowed its employees to work on-premises in accordance with those requirements and guidelines. The COVID-19 pandemic did not have a material impact on the Company’s results of operations, cash flow and financial position as of and for the quarter ended September 30, 2022. However, the Company is aware that certain of its third-party vendors are being affected by import/export and other restrictions due to COVID-19, which may have an impact on certain of the Company’s research, development and manufacturing activities , including the development of new variants, We cannot predict the impact of the progression of the COVID-19 pandemic on future results due to a variety of factors, including the health of our and our third-party vendors’, suppliers’ and collaborators’ employees, our ability to maintain operations, the ability of our third-party vendors, suppliers and collaborators to continue operations, any further government and/or public actions taken in response to the pandemic and ultimately the length of the pandemic. We plan to continue to closely monitor the COVID-19 pandemic in order to ensure the safety of our personnel and to continue advancing our research and development activities. Liquidity and Capital Resources The Company has had recurring losses since inception and incurred a loss of $17,481 during the nine months ended September 30, 2022. Net cash used in operations for the nine months ended September 30, 2022 was $20,100. The Company expects to continue to generate operating losses and use cash in operations for the foreseeable future. As of September 30, 2022, the Company had cash and cash equivalents of $30,780 which management believes will be sufficient to fund its operating expenses and capital expenditure requirements into the second quarter of 2023, however due to the uncertainties described below, there is substantial doubt about the Company’s ability to continue as a going concern. Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , (“ASC 205-40”). The result of the Company’s ASC 205-40 analysis is that there is substantial doubt about the Company’s ability to continue as a going concern through the next twelve months from the date of issuance of these unaudited condensed consolidated financial statements. The Company will require substantial additional capital to fund its research and development, including its preclinical and clinical development activities and its manufacturing and process development activities, and ongoing operating expenses. In connection with the proposed Merger with Alexion, following a consummation of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, the Company would continue as a wholly-owned subsidiary of Alexion. Without taking into account the proposed Merger with Alexion, management’s plans to mitigate the conditions that raise substantial doubt on its ability to fund ongoing R&D and other operating activities include raising additional capital through equity or debt financings, payments from its collaborators, strategic transactions, or a combination of those approaches. These plans may also include the possible elimination or deferral of certain research programs or operating expenses unless and until additional capital is received. There can be no assurance that the Company will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to the Company, its Board of Directors, or that the Company will be successful in deferring certain operating expenses. The accompanying unaudited interim condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Basis of Presentation The accompanying unaudited and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 4, 2022. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments that are necessary for a fair statement of the Company’s financial position as of September 30, 2022, consolidated results of operations for the three and nine months ended September 30, 2022 and 2021 and cash flows for the nine months ended September 30, 2022 and 2021. Such adjustments are of a normal and recurring nature. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2022. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Significant Accounting Policies The Company’s significant accounting policies are disclosed in the audited consolidated financial statements and the notes thereto, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 4, 2022. Since the date of those financial statements, there have been no material changes to its significant accounting policies. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements upon adoption. In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848) |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 3. FAIR VALUE MEASUREMENTS The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values: Description September 30, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Observable Inputs (Level 3) Assets Money market funds and other cash equivalents $ 29,834 $ 29,834 $ — $ — Total financial assets $ 29,834 $ 29,834 $ — $ — Description December 31, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Observable Inputs (Level 3) Assets Money market funds and other cash equivalents $ 52,866 $ 52,866 $ — $ — Total financial assets $ 52,866 $ 52,866 $ — $ — When developing fair value estimates, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs. When available, the Company uses quoted market prices to measure fair value. The valuation technique used to measure fair value for the Company’s financial assets is a market approach, using prices and other relevant information generated by market transactions involving identical or comparable assets. If market prices are not available, the fair value measurement is based on models that use primarily market-based parameters including yield curves, volatilities, credit ratings and currency rates. In certain cases where market rate assumptions are not available, the Company is required to make judgments about assumptions market participants would use to estimate the fair value of a financial instrument. The Company did not have any transfers of assets between levels of the fair value measurement hierarchy during the nine months ended September 30, 2022 . |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
Payables And Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 4. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities at September 30, 2022 and December 31, 2021 consisted of the following: September 30, 2022 December 31, 2021 Accrued compensation and benefits $ 1,648 $ 2,289 Accrued professional services 665 1,341 Other 8 74 Total accrued expenses and other current liabilities $ 2,321 $ 3,704 Accrued compensation and benefits consists primarily of accrued bonuses. Accrued professional services consists primarily of consulting services, legal services and services provided by contract research organizations (“CRO”) and contract manufacturing organizations (“CMO”). |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | 5. DEBT On July 2, 2019 (the “Closing Date”), the Company entered into a loan and security agreement (the “Loan Agreement”), for term loans with Oxford Finance LLC (“Oxford”) and Horizon Technology Finance Corporation (“Horizon,” and, together with Oxford, the “Lenders”). The Loan Agreement allowed the Company to borrow up to $20,000 issuable in two equal tranches (the “Term Loans”). On the Closing Date, the first tranche of $10,000 was drawn down by the Company. In September 2020 and March 2021, the Company entered into amendments to the Loan Agreement, each of which extended the availability of the second $10,000 tranche subject to certain conditions. In the second quarter of 2021, the Company met the conditions necessary to initiate the drawdown of the second tranche but did not exercise its right to do so, and the option to draw down the second tranche of the Term Loans expired unused. The outstanding loan balance will accrue interest at the greater of (i) the rate of the one-month U.S. LIBOR rate plus 6.25% and (ii) 8.75%. The Loan Agreement provides for an interest only period until July 1, 2021, followed by thirty-six equal monthly payments of principal and interest continuing through June 1, 2024 (the “Maturity Date”). The Company has the option to prepay the outstanding balance prior to maturity, subject to a prepayment fee ranging from 1.0% to 3.0% depending upon when the prepayment occurs. Upon repayment of the Term Loans, the Company is required to make a final payment to the Lenders equal to 4.5% of the original principal amount of the Term Loans funded which will be accrued by charges to interest expense over the term of the loans using the effective interest method. In conjunction with the Loan Agreement, the Company issued warrants to the Lenders to purchase 15,686 shares of common stock (“Warrants”) at a per share exercise price of $12.75, a maximum contractual term of 10 years and exercisable immediately. The fair value of the Warrants was accounted for as a debt discount and calculated to be approximately $136 using the Black-Scholes method. The Company determined the Warrants met the criteria for equity classification, and, as such, the fair value of the Warrants is recorded as additional paid-in capital on the condensed consolidated balance sheets. Finally, the Company incurred costs related to the issuance of the Term Loans of approximately $150. Both the debt discount and issuance costs will be accreted to Long-term debt, net of issuance costs and discount by charges to interest expense over the term of the loan using the effective interest method. The Loan Agreement contains customary representations, warranties and covenants and also includes customary events of default. Events of default include, among other things, the non-payment of principal, interest, and other amounts when due, breach of covenants, a material adverse change event, cross-default on material indebtedness, misrepresentations, material judgments, bankruptcy and delisting. Upon the occurrence of an event of default, a default interest rate of an additional 5.0% per annum may be applied to the outstanding loan balances, and the Lenders may declare all outstanding obligations immediately due and payable. Borrowings under the Loan Agreement are collateralized by substantially all the Company’s assets, other than its intellectual property, which include maintaining certain cash balances in controlled accounts. Interest expense related to the Loan Agreement was $176 and $591 for the three and nine months ended September 30, 2022, respectively. Interest expense related to the Loan Agreement was $270 and $824 for the three and nine months ended September 30, 2021, respectively. The effective rate on the Loan Agreement, including the amortization of the debt discount and issuance costs, and accretion of the final payment, was 11.34% at September 30, 2022. The components of the long-term debt balance are as follows: September 30, 2022 December 31, 2021 Notes payable, gross $ 5,556 $ 8,055 Less: Unamortized debt discount and issuance costs (46 ) (93 ) Accretion of final payment fee 422 339 Carrying value of notes payable 5,932 8,301 Less: Current portion of long-term debt (3,306 ) (3,295 ) Long-term debt, net of issuance costs and discount $ 2,626 $ 5,006 As of September 30, 2022, the estimated future principal payments due were as follows: As of September 30, 2022 2022 $ 833 2023 3,333 2024 1,389 Thereafter — Total principal payments $ 5,555 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
STOCK-BASED COMPENSATION | 6. STOCK-BASED COMPENSATION Equity Incentive Plans In December 2014, the Company adopted the LogicBio Therapeutics, Inc. 2014 Equity Incentive Plan, as amended (the “2014 Plan”), for the issuance of stock options and other stock-based awards. Subsequently, in October 2018, the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) was adopted, superseding the 2014 Plan; no further awards have been, or will be, made under the 2014 Plan. The 2018 Plan was established to provide equity-based ownership opportunities for employees and directors, as well as outside consultants and advisors. Any awards granted under the 2014 Plan prior to the adoption of the 2018 Plan remained outstanding in accordance with their respective terms. Under the 2018 Plan, there is an annual increase on January 1 of each year from 2019 until 2028, of the lesser of (i) 4% of the number of shares of common stock outstanding on December 31 of the prior year or (ii) a number of shares of common stock as determined by the Company’s Board of Directors (“Board”). Accordingly, on January 1, 2022, the number of shares available for future grant under the 2018 Plan increased by 1,318,271 shares. At September 30, 2022, there were 997,841 shares available for future grant under the 2018 Plan. The 2018 Plan is administered by the Compensation Committee of the Board, except with respect to such matters that are not delegated to the Compensation Committee by the Board (collectively, the “Administrator”). The exercise prices, vesting and certain other restrictions are determined at the discretion of the Administrator, except that the exercise price per share of stock options may not be less than 100% of the fair market value of the common stock on the date of grant. The term of stock options awarded under the 2018 Plan may not exceed 10 years from the grant date. Stock options, shares of restricted stock and restricted stock units (“RSU s ”) granted to employees, officers, members of the Board, advisors, and consultants of the Company typically vest over one to four years . Stock Options During the nine months ended September 30, 2022 and 2021, the Company granted options with time-based vesting to purchase 1,672,250 and 2,097,256 shares of common stock, respectively, with a weighted-average grant date fair value per share of $0.44 and $4.13, respectively. The Company recorded stock-based compensation expense for options granted of $2,491 and $2,812 during the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, there were 5,390,188 outstanding options, of which 2,931,063 were unvested, and $6,019 of unrecognized stock-based compensation expense to be recognized over a weighted-average period of 2.3 years. Restricted Stock The Company has granted shares of restricted stock with time-based and performance-based vesting conditions from time to time, and subsequent grants may be made. The Company did not grant any restricted stock during the nine months ended September 30, 2022 or 2021. During the nine months ended September 30, 2022, no expense was recorded for restricted stock previously granted. During the nine months ended September 30, 2021, the Company recorded stock-based compensation expense of $132 related to restricted stock previously granted. As of September 30, 2022, there were no unvested shares of restricted stock outstanding. Restricted Stock Units The Company has granted RSUs with time-based vesting conditions from time to time. Each RSU represents the right to receive one share of the Company’s common stock upon vesting. The fair value is calculated based upon the Company’s closing stock price on the date of grant, and the stock-based compensation expense is recognized over the vesting period. The Company did not grant any RSUs during the nine months ended September 30, 2022. The Company granted 5,939 RSUs during the nine months ended September 30, 2021. The Company recorded stock-based compensation for RSUs of $2 and $174 during the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, there were no unvested RSUs outstanding. Stock-Based Compensation Expense Total stock-based compensation expense recorded as research and development and general and administrative expenses, respectively, for employees, directors and non-employees for the nine months ended September 30, 2022 and 2021 is as follows: Nine Months Ended September 30, 2022 2021 Research and development $ 872 $ 1,051 General and administrative 1,621 2,067 Total stock-based compensation expense $ 2,493 $ 3,118 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders Equity [Abstract] | |
STOCKHOLDERS EQUITY | 7. STOCKHOLDERS’ EQUITY Open Market Sale Agreement On November 15, 2019, the Company entered into an Open Market Sale Agreement (the “Open Market Sale Agreement”) with Jefferies LLC, as agent (“Jefferies”), and filed a related prospectus supplement, pursuant to which the Company may issue and sell shares of its common stock at the then current market prices having an aggregate offering price of up to $50,000 (the “Open Market Shares”) from time to time through Jefferies (the “Open Market Offering”). Under the Open Market Sale Agreement, Jefferies may sell the Open Market Shares by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Exchange Act of 1934, as amended. The Company may sell the Open Market Shares in amounts and at times to be determined by the Company from time to time subject to the terms and conditions of the Open Market Sale Agreement, but it has no obligation to sell any of the Open Market Shares in the Open Market Offering. The Company or Jefferies may suspend or terminate the offering of Open Market Shares upon notice to the other party and subject to other conditions. The Company has agreed to pay Jefferies commissions for its services in acting as agent in the sale of the Open Market Shares in the amount of up to 3.0 % of gross proceeds from the sale of the Open Market Shares pursuant to the Open Market Sale Agreement. The Company has also agreed to provide Jefferies with customary indemnification and contribution rights. During the nine months ended September 30, 2022, the Company did not issue any Open Market Shares. During the nine months ended September 30, 2021, the Company issued 922,077 at a weighted-average price of $5.70 per share, resulting in net proceeds to the Company of $5,098. |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2022 | |
Revenue From Contract With Customer [Abstract] | |
REVENUE | 8. REVENUE Service Revenue Takeda Agreement In January 2020, the Company entered into a Research Collaboration and Option Agreement with Takeda (“Takeda Agreement”), which expired by its own terms in the year ended December 31, 2021. The Company assessed the Takeda Agreement in accordance with ASC 606 and concluded that it represented a contract with a customer and was within the scope of ASC 606. The promised goods and services represented one combined performance obligation and the entire transaction price was allocated to that single combined performance obligation. In addition, the Company concluded that the Under the Takeda Agreement, Takeda was obligated to reimburse the Company for the costs incurred under the research plan. Costs incurred were billed by the Company to Takeda from time to time. The Company elected to recognize revenue under the "right to invoice" practical expedient based on the Company's right to invoice Takeda at an amount that approximated the value transferred to the customer and the performance completed to date. During 2022, there was no service revenue recognized under the Takeda Agreement. During the three and nine months ended September 30, 2021, the Company recognized $43 and $556, respectively, in service revenue under the Takeda Agreement. Daiichi Sankyo Agreement In April 2021, the Company entered into a Research Collaboration and Exclusive Option Agreement with Daiichi (the “Daiichi Agreement”) for the development of gene therapy candidates for two indications based on the GeneRide platform (each, a “Daiichi Candidate”). Under the terms of the Daiichi Agreement, Daiichi will fund all research and development activities related to the development of the Daiichi Candidates under a mutually agreed research plan (the “Daiichi Research Plan”). The Daiichi Agreement also provides Daiichi with an exclusive, non-binding option for each Daiichi Candidate to negotiate in good faith for a certain period of time to enter into a license agreement with respect to each such Daiichi Candidate (the “Daiichi License Options”). The Company assessed the Daiichi Agreement in accordance with 606 and concluded that it represents a contract with a customer and is within the scope of ASC 606. The Company concluded that . The Company determined the transaction price totaled $2,000, which included an upfront payment of $1,000 and an additional $1,000 prepayment of the first-year research and development fees. The entire transaction price will be allocated to the single combined performance obligation, which is transferred over the expected term of the conduct of the research services. Terms related to exclusive licenses negotiated after The upfront payment of $2,000 was recorded as deferred revenue and is being recognized as revenue over time in conjunction with the Company’s conduct of research services as the research services are the primary component of the combined performance obligation. Revenue associated with the upfront payment and ongoing research services will be recognized using an input-based measurement of actual costs incurred as a percentage of the estimated total costs expected to be incurred over the expected term of conduct of the research services. The Company believes this input-based method to recognize revenue best reflects the transfer of value to Daiichi. and $ 572 , respectively, as service revenue under the Daiichi Agreement. As of September 30 , 2022, there was $ 959 in deferred revenue related to the Daiichi Agreement, all of which is classified as current deferred revenue. Collaboration Revenue CANbridge Agreement In April 2021, the Company entered into an Exclusive Research Collaboration, License and Option Agreement with CANbridge (the “Original CANbridge Agreement”). The Original CANbridge Agreement was amended and restated on October 3, 2022. For the description of the amended and restated agreement, see Note 13 in the accompanying notes to our unaudited consolidated financial statements. Under the terms of the Original CANbridge Agreement, the Company granted CANbridge (a) an exclusive worldwide license to certain of the Company’s intellectual property rights, including those relating to sL65, to develop, manufacture and commercialize gene therapy candidates for the treatment of Fabry and Pompe diseases (the “Fabry and Pompe License”), (b) an option to obtain an exclusive worldwide license to certain of the Company’s intellectual property rights, including those relating to sL65, to develop and commercialize gene therapy candidates for the treatment of two additional indications (the “Candidate Options”) and (c) an exclusive option to obtain an exclusive license to develop and commercialize LB-001 for the treatment of MMA (the “LB-001 Option”) in China, Taiwan, Hong Kong and Macau (“Greater China”). Pursuant to the Original CANbridge Agreement, LogicBio and CANbridge collaborated in the development of the gene therapy candidates referenced in (a) above for the treatment of Fabry and Pompe diseases plus, upon CANbridge’s exercise of the applicable Candidate Options, two additional indications under a mutually agreed research plan (the “CANbridge Research Plan”). Under the Original CANbridge Agreement, the Company received an upfront, non-refundable and non-creditable payment of $10,000 from CANbridge a portion of which was paid to a third party under certain of the Company’s in-licensing obligations. In addition, CANbridge was obligated to reimburse the Company for research and development costs incurred by the Company for activities related to the development of the gene therapy candidates for Fabry and Pompe diseases under the CANbridge Research Plan. In addition, under the Original CANbridge Agreement, the Company was eligible to receive up to $542,000 in aggregate from CANbridge contingent on the achievement of specified clinical, regulatory and sales milestones relating to the named gene therapy candidates for Fabry and Pompe diseases, the additional indications for which CANbridge exercises the Candidate Options, and the payment of any option exercise fees. The Company was also eligible to receive up to $49,000 in aggregate clinical, regulatory and sales milestones for LB-001, subject to the exercise of the LB-001 Option, and the payment of the LB-001 Option exercise fee. CANbridge was obligated to pay to the Company royalties based on an escalating tiered, mid- to high-single digit percentage of the annual worldwide net sales for each non-LB-001 indication pursued. In addition, CANbridge was obligated to pay to the Company royalties based on an escalating tiered, high-single digit to mid-double digit percentage of the annual Greater China net sales for LB-001 for the treatment of MMA, subject to the exercise of the LB-001 Option. The Company applied ASC Topic 808, Collaborative Arrangements Company determined that its grant of a license to CANbridge to certain of its intellectual property subject to certain conditions was not distinct as it did not have stand-alone value to CANbridge apart from the services to be performed by the Company pursuant to the CANbridge Agreement. A third party would not be able to provide research and development services due to the specific nature of the intellectual property and knowledge required to perform the services, and CANbridge could not benefit from the license without the corresponding services. The Company also concluded that the LB-001 Option and Candidate Options were not provided to CANbridge at a significant discount. The terms of the options, including the upfront exercise fee and applicable milestone payments, reflected applicable standalone selling prices at the time of the CANbridge Agreement. As such, the Company concluded that none of the options were considered to be material rights and, as such, were not performance obligations. Accordingly, the Company determined that its grant of a license to CANbridge and its performance of research and development services under the CANbridge Research Plan should be accounted for as one combined performance obligation, and that the combined performance obligation is transferred over the expected term of the conduct of the research and development services. In accordance with ASC 606, the Company determined that the initial transaction price under the CANbridge Agreement was $10,878, consisting of the upfront, non-refundable and non-creditable payment of $10,000 and an upfront payment of estimated quarterly research costs $878. The upfront payment of $10,878 was initially recorded as deferred revenue and, along with payments related to the Company’s performance of research services under the CANbridge Research Plan, will be recognized as revenue using an input-based measurement of actual costs incurred as a percentage of the estimated total costs expected to be incurred o The Company recorded the initial $878 prepayment of the quarterly research and development fees as deferred revenue, and such fees will be recognized as revenue as the research services are delivered. The Company also assessed the effects of variable elements including the likelihood of receiving (i) various clinical, regulatory and commercial milestone payments, and (ii) royalties on net sales of any product candidate. Based on its assessment, the Company concluded that, based on the likelihood of these uncertain events occurring, there was not a significant variable element included in the transaction price. Accordingly, the Company has not assigned a transaction price to these variable elements given the substantial uncertainty related to their achievement and has not assigned a transaction price to any CANbridge milestone or royalties. During the three and nine months ended September 30, 2022, the Company recognized collaboration revenue of $2,335 and $7,608, respectively, $ 8,493 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 9. INCOME TAXES For the nine months ended September 30, 2022 and the year ended December 31, 2021, the Company maintained a full valuation allowance on federal and state deferred tax assets since management does not forecast the Company to be in a taxable position in the near future. |
LOSS PER SHARE
LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | 10. LOSS PER SHARE Basic loss per share is computed by dividing net loss by the weighted-average shares of common stock outstanding, without consideration to common stock equivalents: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss $ (5,775 ) $ (10,185 ) $ (17,481 ) $ (30,966 ) Denominator: Weighted-average common stock outstanding 32,962,733 32,443,960 32,962,221 32,181,912 Net loss per share — basic and diluted $ (0.18 ) $ (0.31 ) $ (0.53 ) $ (0.96 ) The Company’s potentially dilutive shares, which include any outstanding stock options, warrants and unvested restricted stock, are considered to be common stock equivalents and are only included in the calculation of diluted net loss when their effect is dilutive. The Company excluded the following potential common stock equivalents from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect for the three and nine months ended September 30, 2022 and 2021. September 30, 2022 September 30, 2021 Unvested restricted common stock — 11,153 Unvested restricted stock units — 5,939 Options to purchase common stock 5,390,188 4,508,640 Loan warrants 15,686 15,686 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 11. COMMITMENTS AND CONTINGENCIES Operating Lease The Company has historically entered into lease arrangements for its facilities and certain equipment. As of September 30, 2022, the Company had one operating lease with required future minimum payments related to its headquarters in Lexington, MA. In November 2019, the Company entered into a lease agreement for office, laboratory and vivarium space located at 65 Hayden Avenue, Lexington, Massachusetts (“65 Hayden Ave Lease”) to replace the Company’s prior headquarters located at 99 Erie Street Cambridge, Massachusetts. Under the terms of the 65 Hayden Ave Lease, the Company leases approximately 23,901 square feet of space and initially paid an annual base rent of approximately $1,494, subject to scheduled annual increases, plus certain operating expenses and taxes. The Company took possession of the space on April 1, 2020 (“Lease Commencement Date”) and the lease will continue through July 1, 2025 (“Lease Termination Date”). The Company has an option to extend the lease for a single additional term of 5 years. Upon execution of the 65 Hayden Ave Lease, the Company executed a $622 cash-collateralized letter of credit. Lease payments are due in monthly installments through the Lease Termination Date. At the Lease Commencement Date, the Company performed a lease assessment under the guidance prescribed in ASC Topic 842, Leases The discount rate used to calculate the net present value of future payments was the Company’s incremental borrowing rate at the Lease Commencement Date, which was 7.6%. The following table contains a summary of the lease costs recognized under ASC 842 and other information pertaining to the Company’s operating leases for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Operating leases Lease cost Operating lease cost $ 378 $ 378 $ 1,134 $ 1,134 Variable lease cost 231 208 669 639 Total lease cost $ 609 $ 586 $ 1,803 $ 1,773 Other year-to-date lease information Operating cash flows used for operating leases $ 1,166 $ 385 Operating lease liabilities arising from obtaining right-of-use assets $ — $ — The following table contains a summary of the lease liabilities recognized on the Company’s unaudited condensed consolidated balance sheet as of September 30, 2022 and on the Company’s audited consolidated balance sheet as of December 31, 2021: As of September 30, 2022 As of December 31, 2021 Other operating lease information Operating lease liabilities — short-term $ 1,335 $ 1,227 Operating lease liabilities — long-term $ 2,711 $ 3,725 Weighted-average remaining lease term 2.8 years 3.5 years Weighted-average discount rate 7.60 % 7.60 % The variable lease costs for the three and nine months ended September 30, 2022 and 2021 include common area maintenance and other operating charges. As the Company’s leases do not provide an implicit rate, the Company utilized its incremental borrowing rate based on what it would normally pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments at the commencement date in determining the present value of lease payments. Future minimum lease payments under the Company’s operating lease as of September 30, 2022 and December 31, 2021, were as follows: As of September 30, 2022 As of December 31, 2021 Maturity of lease liabilities 2022 $ 396 $ 1,562 2023 1,609 1,609 2024 1,656 1,656 2025 841 841 Thereafter — — Total lease payments 4,502 5,668 Less: imputed interest (456 ) (716 ) Total operating lease liabilities $ 4,046 $ 4,952 Legal Proceedings Since the announcement of the Merger Agreement, three complaints have been filed, captioned: Bushansky v. LogicBio Therapeutics, Inc. et al. Wilhelm v. LogicBio Therapeutics, Inc. et al. Carlisle v. LogicBio Therapeutics, Inc. et al. Barbeau v. LogicBio Therapeutics, Inc. et al. The Complaints allege that the Company and its directors violated federal securities laws by failing to disclose material information in the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company with the SEC on October 18, 2022 (together with the exhibits thereto, the “Schedule 14D-9”). The Complaints generally seek, among other things, to enjoin the Company from proceeding with closing the Offer, the Merger and the other transactions contemplated by the Merger Agreement (the “Transactions”) unless and until it discloses and disseminates the alleged material information or, in the event the Transactions are consummated, a rescission of the Transactions and a recovery of the rescissory damages. In addition, the Complaints seek an award of plaintiffs’ costs, including reasonable allowance for attorneys’ fees and costs. The Carlisle Complaint also seeks a declaration that the defendants violated federal securities laws. The Demand Letters generally seek that certain allegedly omitted information in the Schedule 14D-9 be disclosed. The Section 220 Demand seeks access to the Company’s books and records relevant to the Transactions and the Company’s board members. The Section 220 Demand cites substantially similar allegations to those in the Complaints and Demand Letters as the basis for seeking to inspect the information requested in the Section 220 Demand. The Company believes that the allegations in the Complaints, Demand Letters and Section 220 Demand are without merit and intends to defend against them vigorously. At this time, no assessment can be made as to the likely outcome of the Complaints, Demand Letters or Section 220 Demand or whether the outcome will be material to the Company. The Company has not recorded an expense related to the outcome of the foregoing matters because it is not yet possible to determine if a potential loss is probable nor reasonably estimable. |
RELATED PARTIES
RELATED PARTIES | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | 12. RELATED PARTIES The Company is party to a consulting service agreement with Mark Kay, who is a co-founder of the Company and a member of the Board. For each of the three- and nine- months ended September 30, 2022 and 2021, the Company recorded research and development expense of $17 In addition, as a result of his participation on the Scientific Advisory Board in June 2021, Mark Kay earned $5 and received a non-qualified stock option to purchase 5,000 shares of the Company’s common stock with a fair value of $13, which are being expensed over a two-year |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS Proposed Acquisition by Alexion Pharmaceuticals, Inc. The description of the Merger Agreement with Alexion in Note 1 in the accompanying notes to our unaudited consolidated financial statements is incorporated by reference hereto. A&R CANbridge Agreement On October 3, 2022, the Company and CANbridge entered into the Amended and Restated Exclusive Research Collaboration, License and Option Agreement (the “A&R CANbridge Agreement”), dated as of October 2, 2022, which amends the Original CANbridge Agreement. Under the A&R CANbridge Agreement, the Candidate Options and the LB-001 Option were removed as mutually agreed by both parties. Further, in connection with the Fabry and Pompe License, the A&R CANbridge Agreement grants CANbridge a non-exclusive license to certain Company intellectual property rights related to manufacturing for the Fabry and Pompe programs. Additionally, under the A&R CANbridge Agreement, the CANbridge Research Plan was amended to reflect that the full transfer of the technology pertaining to the Fabry and Pompe programs to CANbridge was effective as of October 31, 2022. Under the A&R CANbridge Agreement, CANbridge does not have an obligation to pay or reimburse additional research expenses. Under the A&R CANbridge Agreement, the Company will be eligible to receive clinical, regulatory and commercial milestone payments of up to $224.5 million in the aggregate (assuming one product for each indication). In accordance with the removal of the two additional Candidate Options and LB-001 Option, milestones related thereto were removed in the A&R CANbridge Agreement. Under the A&R CANbridge Agreement, the tiered royalty rates payable to the Company will range from low single digit to mid-single digit rates. Under the A&R CANbridge Agreement, LogicBio and CANbridge will negotiate a product reversion agreement in good faith in the event of a termination of the A&R CANbridge Agreement under certain circumstances. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies The Company’s significant accounting policies are disclosed in the audited consolidated financial statements and the notes thereto, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 4, 2022. Since the date of those financial statements, there have been no material changes to its significant accounting policies. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements upon adoption. In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Assets Measured at Fair Value on Recurring Basis | The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values: Description September 30, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Observable Inputs (Level 3) Assets Money market funds and other cash equivalents $ 29,834 $ 29,834 $ — $ — Total financial assets $ 29,834 $ 29,834 $ — $ — Description December 31, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Observable Inputs (Level 3) Assets Money market funds and other cash equivalents $ 52,866 $ 52,866 $ — $ — Total financial assets $ 52,866 $ 52,866 $ — $ — |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities at September 30, 2022 and December 31, 2021 consisted of the following: September 30, 2022 December 31, 2021 Accrued compensation and benefits $ 1,648 $ 2,289 Accrued professional services 665 1,341 Other 8 74 Total accrued expenses and other current liabilities $ 2,321 $ 3,704 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The components of the long-term debt balance are as follows: September 30, 2022 December 31, 2021 Notes payable, gross $ 5,556 $ 8,055 Less: Unamortized debt discount and issuance costs (46 ) (93 ) Accretion of final payment fee 422 339 Carrying value of notes payable 5,932 8,301 Less: Current portion of long-term debt (3,306 ) (3,295 ) Long-term debt, net of issuance costs and discount $ 2,626 $ 5,006 |
Schedule of Estimated Future Principal Payments | As of September 30, 2022, the estimated future principal payments due were as follows: As of September 30, 2022 2022 $ 833 2023 3,333 2024 1,389 Thereafter — Total principal payments $ 5,555 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock-Based Compensation Expense | Total stock-based compensation expense recorded as research and development and general and administrative expenses, respectively, for employees, directors and non-employees for the nine months ended September 30, 2022 and 2021 is as follows: Nine Months Ended September 30, 2022 2021 Research and development $ 872 $ 1,051 General and administrative 1,621 2,067 Total stock-based compensation expense $ 2,493 $ 3,118 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | Basic loss per share is computed by dividing net loss by the weighted-average shares of common stock outstanding, without consideration to common stock equivalents: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss $ (5,775 ) $ (10,185 ) $ (17,481 ) $ (30,966 ) Denominator: Weighted-average common stock outstanding 32,962,733 32,443,960 32,962,221 32,181,912 Net loss per share — basic and diluted $ (0.18 ) $ (0.31 ) $ (0.53 ) $ (0.96 ) |
Computation of Potentially Anti-Dilutive Securities | The Company excluded the following potential common stock equivalents from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect for the three and nine months ended September 30, 2022 and 2021. September 30, 2022 September 30, 2021 Unvested restricted common stock — 11,153 Unvested restricted stock units — 5,939 Options to purchase common stock 5,390,188 4,508,640 Loan warrants 15,686 15,686 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Summary of Lease Costs | The following table contains a summary of the lease costs recognized under ASC 842 and other information pertaining to the Company’s operating leases for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Operating leases Lease cost Operating lease cost $ 378 $ 378 $ 1,134 $ 1,134 Variable lease cost 231 208 669 639 Total lease cost $ 609 $ 586 $ 1,803 $ 1,773 Other year-to-date lease information Operating cash flows used for operating leases $ 1,166 $ 385 Operating lease liabilities arising from obtaining right-of-use assets $ — $ — The following table contains a summary of the lease liabilities recognized on the Company’s unaudited condensed consolidated balance sheet as of September 30, 2022 and on the Company’s audited consolidated balance sheet as of December 31, 2021: As of September 30, 2022 As of December 31, 2021 Other operating lease information Operating lease liabilities — short-term $ 1,335 $ 1,227 Operating lease liabilities — long-term $ 2,711 $ 3,725 Weighted-average remaining lease term 2.8 years 3.5 years Weighted-average discount rate 7.60 % 7.60 % |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under the Company’s operating lease as of September 30, 2022 and December 31, 2021, were as follows: As of September 30, 2022 As of December 31, 2021 Maturity of lease liabilities 2022 $ 396 $ 1,562 2023 1,609 1,609 2024 1,656 1,656 2025 841 841 Thereafter — — Total lease payments 4,502 5,668 Less: imputed interest (456 ) (716 ) Total operating lease liabilities $ 4,046 $ 4,952 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Oct. 18, 2022 | Dec. 31, 2021 | |
Schedule Of Nature Of Business And Basis Of Presentation [Line Items] | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Net loss | $ 5,775 | $ 5,044 | $ 6,662 | $ 10,185 | $ 10,499 | $ 10,282 | $ 17,481 | $ 30,966 | ||
Net cash used in operating activities | 20,100 | 13,834 | ||||||||
Cash and cash equivalents | $ 30,780 | $ 59,581 | $ 30,780 | $ 59,581 | $ 53,480 | |||||
Merger Agreement [Member] | Subsequent Event [Member] | ||||||||||
Schedule Of Nature Of Business And Basis Of Presentation [Line Items] | ||||||||||
Common stock, par value | $ 0.0001 | |||||||||
Sale of stock, price per share | $ 2.07 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Total financial assets | $ 29,834 | $ 52,866 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Total financial assets | 29,834 | 52,866 |
Money Market Funds And Other Cash Equivalents [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Total financial assets | 29,834 | 52,866 |
Money Market Funds And Other Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Total financial assets | $ 29,834 | $ 52,866 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |
Transfers between fair value measure levels | $ 0 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |
Transfers between fair value measure levels | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |
Transfers between fair value measure levels | $ 0 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables And Accruals [Abstract] | ||
Accrued compensation and benefits | $ 1,648 | $ 2,289 |
Accrued professional services | 665 | 1,341 |
Other | 8 | 74 |
Total accrued expenses and other current liabilities | $ 2,321 | $ 3,704 |
Debt - Additional Information (
Debt - Additional Information (Detail) - Oxford Finance LLC And Horizon Technology Finance Corporation [Member] | 3 Months Ended | 9 Months Ended | |||||
Jul. 02, 2019 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) Payment | Sep. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Sep. 30, 2020 USD ($) | |
Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 20,000,000 | ||||||
Proceeds from term loan | $ 10,000,000 | ||||||
Extended borrowing capacity | $ 10,000,000 | $ 10,000,000 | |||||
Interest rate description | The outstanding loan balance will accrue interest at the greater of (i) the rate of the one-month U.S. LIBOR rate plus 6.25% and (ii) 8.75%. The Loan Agreement provides for an interest only period until July 1, 2021, followed by thirty-six equal monthly payments of principal and interest continuing through June 1, 2024 (the “Maturity Date”). | ||||||
Number of monthly payments | Payment | 36 | ||||||
Debt instruments maturity date | Jun. 01, 2024 | ||||||
Debt instrument, effective rate | 4.50% | 11.34% | 11.34% | ||||
Debt instrument, interest rate, stated percentage | 8.75% | ||||||
Term loan event of default description | Events of default include, among other things, the non-payment of principal, interest, and other amounts when due, breach of covenants, a material adverse change event, cross-default on material indebtedness, misrepresentations, material judgments, bankruptcy and delisting. | ||||||
Term loan default interest rate | 5% | ||||||
Interest expense | $ 176,000 | $ 270,000 | $ 591,000 | $ 824,000 | |||
Term Loan [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, percentage of pre payment fees | 1% | ||||||
Term Loan [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, percentage of pre payment fees | 3% | ||||||
Term Loan [Member] | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 6.25% | ||||||
Term A Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Issuance Costs | $ 150,000 | ||||||
Number of securities called by warrants | shares | 15,686 | ||||||
Exercise price of warrants | $ / shares | $ 12.75 | ||||||
Warrants maximum contractual term | 10 years | ||||||
Warrant, fair value | $ 136,000 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Notes payable, gross | $ 5,556 | $ 8,055 |
Less: Unamortized debt discount and issuance costs | (46) | (93) |
Accretion of final payment fee | 422 | 339 |
Carrying value of notes payable | 5,932 | 8,301 |
Less: Current portion of long-term debt | (3,306) | (3,295) |
Long-term debt, net of issuance costs and discount | $ 2,626 | $ 5,006 |
Debt - Schedule of Estimated Fu
Debt - Schedule of Estimated Future Principal Payments (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 833 |
2023 | 3,333 |
2024 | 1,389 |
Total principal payments | $ 5,555 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Jan. 01, 2022 | |
2018 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of shares issued on common stock outstanding | 4% | ||
Number of shares available for future grant | 997,841 | 1,318,271 | |
Stock option expiration period | 10 years | ||
2018 Plan | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price per share of stock options as percentage of fair market value of common stock | 100% | ||
Plans | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock- based compensation expense | $ 2,493,000 | $ 3,118,000 | |
Plans | Options to Purchase Common Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares, Granted | 1,672,250 | 2,097,256 | |
Stock- based compensation expense | $ 2,491,000 | $ 2,812,000 | |
Weighted-average grant-date fair values of options granted | $ 0.44 | $ 4.13 | |
Unrecognized compensation cost, recognized cost | 2 years 3 months 18 days | ||
Unrecognized compensation cost | $ 6,019,000 | ||
Option outstanding | 5,390,188 | ||
Plans | Unvested Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Option outstanding | 2,931,063 | ||
Plans | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock- based compensation expense | $ 0 | $ 132,000 | |
Restricted stock, granted | 0 | 0 | |
Stock options outstanding, unvested | 0 | ||
Plans | Restricted Stock Unit [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock- based compensation expense | $ 2,000 | $ 174,000 | |
Restricted stock, granted | 0 | 5,939 | |
Stock options outstanding, unvested | 0 | ||
Plans | Maximum [Member] | Non Statutory Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock option vesting period | 4 years | ||
Plans | Minimum [Member] | Non Statutory Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock option vesting period | 1 year |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Detail) - Plans - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 2,493 | $ 3,118 |
Research and Development Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 872 | 1,051 |
General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 1,621 | $ 2,067 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - Open Market Sale Agreement [Member] - USD ($) | 9 Months Ended | ||
Nov. 15, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stockholders' Equity | |||
Issuance of common stock, Shares | 0 | 922,077 | |
Weighted average price per share of stock issued | $ 5.70 | ||
Proceeds from issuance of common stock | $ 5,098,000 | ||
Common stock, aggregate offering price | $ 41,253,000 | ||
Jefferies LLC [Member] | |||
Stockholders' Equity | |||
Common stock, aggregate offering price | $ 50,000,000 | ||
Jefferies LLC [Member] | Maximum [Member] | |||
Stockholders' Equity | |||
Percentage of commissions and fees on selling shares | 3% |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Apr. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Deferred Revenue Arrangement [Line Items] | |||||||
Revenue | $ 2,717,000 | $ 2,120,000 | $ 8,732,000 | $ 3,383,000 | |||
Research and development fees | 5,051,000 | 7,806,000 | 15,524,000 | 21,482,000 | |||
Current portion of deferred revenue | 8,360,000 | 8,360,000 | $ 10,639,000 | ||||
Collaborative Arrangement [Member] | CANbridge [Member] | |||||||
Deferred Revenue Arrangement [Line Items] | |||||||
Deferred revenue | $ 10,878,000 | 8,493,000 | 8,493,000 | ||||
Upfront Payment | 10,000,000 | ||||||
Research and development expense | 878,000 | ||||||
Research and development fees | $ 775,000 | 878,000 | |||||
Deferred revenue recognized | 2,335,000 | 1,685,000 | 7,608,000 | 2,255,000 | |||
Current portion of deferred revenue | 7,401,000 | 7,401,000 | |||||
Daiichi [Member] | |||||||
Deferred Revenue Arrangement [Line Items] | |||||||
Deferred revenue | 2,000,000 | 959,000 | 959,000 | ||||
Service [Member] | Daiichi [Member] | |||||||
Deferred Revenue Arrangement [Line Items] | |||||||
Revenue | $ 382,000 | 392,000 | 1,124,000 | 572,000 | |||
Upfront Payment | 1,000,000 | ||||||
Research and development expense | 1,000,000 | ||||||
Service [Member] | Takeda [Member] | |||||||
Deferred Revenue Arrangement [Line Items] | |||||||
Revenue | $ 43,000 | $ 0 | $ 556,000 | ||||
Clinical Regulatory And Sales Relating To Gene Therapy Candidates For Fabry Disease And Pompe Diseases [Member] | Collaborative Arrangement [Member] | CANbridge [Member] | |||||||
Deferred Revenue Arrangement [Line Items] | |||||||
Milestone payment | 542,000,000 | ||||||
Clinical, Regulatory and Sales For LB-001 [Member] | Collaborative Arrangement [Member] | CANbridge [Member] | |||||||
Deferred Revenue Arrangement [Line Items] | |||||||
Milestone payment | $ 49,000,000 |
Loss Per Share - Computation of
Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||||||
Net loss | $ (5,775) | $ (5,044) | $ (6,662) | $ (10,185) | $ (10,499) | $ (10,282) | $ (17,481) | $ (30,966) |
Denominator: | ||||||||
Weighted-average common stock outstanding—basic | 32,962,733 | 32,443,960 | 32,962,221 | 32,181,912 | ||||
Weighted-average common stock outstanding—diluted | 32,962,733 | 32,443,960 | 32,962,221 | 32,181,912 | ||||
Net loss per share—basic | $ (0.18) | $ (0.31) | $ (0.53) | $ (0.96) | ||||
Net loss per share—diluted | $ (0.18) | $ (0.31) | $ (0.53) | $ (0.96) |
Loss Per Share - Computation _2
Loss Per Share - Computation of Potentially Anti-Dilutive Securities (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Unvested Restricted Common Stock [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potential dilutive securities excluded from computation of diluted net loss per common share | 11,153 | 11,153 | ||
Unvested Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potential dilutive securities excluded from computation of diluted net loss per common share | 5,939 | 5,939 | ||
Options to Purchase Common Stock [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potential dilutive securities excluded from computation of diluted net loss per common share | 5,390,188 | 4,508,640 | 5,390,188 | 4,508,640 |
Loan Warrants [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potential dilutive securities excluded from computation of diluted net loss per common share | 15,686 | 15,686 | 15,686 | 15,686 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) ft² OperatingLease | |
Number of operating leases | OperatingLease | 1 |
Massachusetts | |
Operating lease expiration date | Jul. 01, 2025 |
Operating lease commencement date | Apr. 01, 2020 |
Leased square feet | ft² | 23,901 |
Payments for base rent | $ 1,494 |
Lease extend term | 5 years |
Letters of credit outstanding, amount | $ 622 |
Right-of-use asset obtained in exchange for operating lease liability | $ 6,428 |
Discount rate | 7.60% |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Lease Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Leases [Abstract] | |||||
Operating lease cost | $ 378 | $ 378 | $ 1,134 | $ 1,134 | |
Variable lease cost | 231 | 208 | 669 | 639 | |
Total lease cost | 609 | $ 586 | 1,803 | 1,773 | |
Operating cash flows used for operating leases | 1,166 | $ 385 | |||
Operating lease liabilities — short-term | 1,335 | 1,335 | $ 1,227 | ||
Operating lease liabilities — long-term | $ 2,711 | $ 2,711 | $ 3,725 | ||
Weighted-average remaining lease term | 2 years 9 months 18 days | 2 years 9 months 18 days | 3 years 6 months | ||
Weighted-average discount rate | 7.60% | 7.60% | 7.60% |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Future Minimum Lease Payments (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2022 | $ 396 | $ 1,562 |
2023 | 1,609 | 1,609 |
2024 | 1,656 | 1,656 |
2025 | 841 | 841 |
Thereafter | 0 | 0 |
Total lease payments | 4,502 | 5,668 |
Less: imputed interest | (456) | (716) |
Total operating lease liabilities | $ 4,046 | $ 4,952 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - Consulting Agreements [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | |||||
Consulting agreement annual fee | $ 68 | ||||
Consulting fee | $ 17 | $ 17 | $ 51 | $ 51 | |
Scientific Advisory Board [Member] | |||||
Related Party Transaction [Line Items] | |||||
Consulting fee | $ 5 | ||||
Common Stock [Member] | Scientific Advisory Board [Member] | |||||
Related Party Transaction [Line Items] | |||||
Shares, Granted | 5,000 | ||||
Total Fair value | $ 13 | ||||
Vesting period | 2 years |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ in Millions | Oct. 03, 2022 USD ($) |
A&R CANbridge Agreement | Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Maximum eligible milestone payments to be received | $ 224.5 |