Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 28, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Compass Therapeutics, Inc. | ||
Entity Central Index Key | 0001738021 | ||
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 | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Common Stock, Shares Outstanding | 101,302,594 | ||
Entity Public Float | $ 180 | ||
Entity Shell Company | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity File Number | 000-55939 | ||
Entity Tax Identification Number | 82-4876496 | ||
Entity Address, Address Line One | 80 Guest Street | ||
Entity Address, Address Line Two | Suite 601 | ||
Entity Address, City or Town | Boston | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02135 | ||
City Area Code | 617 | ||
Local Phone Number | 500-8099 | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Title of each class | Common Stock, $0.0001 par value per share | ||
Trading Symbol | CMPX | ||
Security Exchange Name | NASDAQ | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE The registrant intends to file a definitive proxy statement pursuant to Regulation 14A relating to the 2022 Annual Meeting of Stockholders within 120 days of the end of the registrant’s fiscal year ended December 31, 2021. Portions of such definitive proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. | ||
Auditor Firm ID | 596 | ||
Auditor Name | CohnReznick LLP | ||
Auditor Location | Melville, NY U.S.A |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 144,514 | $ 47,076 |
Prepaid expenses and other current assets | 2,591 | 3,126 |
Total current assets | 147,105 | 50,202 |
Property and equipment, net | 2,243 | 1,126 |
Restricted cash | 0 | 263 |
Operating lease, right-of-use ("ROU") asset | 4,089 | 0 |
Other assets | 320 | 320 |
Total assets | 153,757 | 51,911 |
Current liabilities: | ||
Accounts payable | 867 | 1,061 |
Accrued expenses | 8,775 | 1,571 |
Operating lease obligations, current portion | 989 | 0 |
Long-term debt, current portion | 0 | 7,467 |
Total current liabilities | 10,631 | 10,099 |
Long-term debt, net of current portion | 0 | 1,867 |
Operating lease obligations, net of long-term portion | 3,048 | 0 |
Total liabilities | 13,679 | 11,966 |
Commitments and Contingencies (Note 11) | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.0001 par value: 10,000 shares authorized; no shares issued and outstanding as of December 31, 2021 and 2020. | 0 | 0 |
Common stock, $0.0001 par value: 300,000 shares authorized; 101,303 and 52,117 shares issued at December 31, 2021 and 2020, respectively; 100,832 and 51,221 shares outstanding at December 31, 2021 and 2020, respectively. | 10 | 5 |
Additional paid-in-capital | 373,657 | 191,348 |
Accumulated deficit | (233,589) | (151,408) |
Total stockholders' equity (deficit) | 140,078 | 39,945 |
Total liabilities and stockholders' equity (deficit) | $ 153,757 | $ 51,911 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 101,303,000 | 52,117,000 |
Common stock, shares outstanding | 100,832,000 | 51,221,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | ||
Research and development | $ 20,337 | $ 14,904 |
General and administrative | 10,927 | 12,908 |
In-process R&D | 50,618 | 0 |
Total operating expenses | 81,882 | 27,812 |
Loss from operations | (81,882) | (27,812) |
Other expense | (299) | (1,656) |
Loss before income tax expense | (82,181) | (29,468) |
Income tax expense | 0 | (32) |
Net loss | $ (82,181) | $ (29,500) |
Net loss per share - basic and diluted | $ (1.31) | $ (0.96) |
Basic and diluted weighted average shares outstanding | 62,870 | 30,776 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Convertible Preferred Stock |
Temporary equity, Beginning Balance, Shares at Dec. 31, 2019 | 207,164 | ||||
Temporary equity, Beginning Balance at Dec. 31, 2019 | $ 129,870 | ||||
Beginning Balance at Dec. 31, 2019 | $ 11,267 | $ 1 | $ 3,304 | $ (121,908) | |
Beginning Balance, Shares at Dec. 31, 2019 | 7,034 | ||||
Common shares issued for acquisitions, Shares | 1,000 | ||||
Conversion of Compass Therapeutics LLC preferred shares into common shares upon consummation of the reverse merger | $ 3 | 129,867 | |||
Temporary equity, Conversion of Compass Therapeutics LLC preferred shares into common shares upon consummation of the reverse merger, Shares | (207,164) | ||||
Temporary equity, Conversion of Compass Therapeutics LLC preferred shares into common shares upon consummation of the reverse merger | $ (129,870) | ||||
Conversion of Compass Therapeutics LLC preferred shares into common shares upon consummation of the reverse merger, Shares | 30,630 | ||||
Common shares issued in Public Offering net of issuance costs | 54,231 | $ 1 | 54,230 | ||
Common shares issued in private placement, net of issuance costs, Shares | 12,096 | ||||
Stock Issued During Period Value New Issues | 54,231 | $ 1 | 54,230 | ||
Stock Issued During Period Shares New Issues | 12,096 | ||||
Payment to non-participating Compass Therapeutics LLC members upon consummation of Merger | (69) | $ 0 | (69) | ||
Payment to non-participating Compass Therapeutics LLC members upon consummation of Merger, Shares | (13) | ||||
Vesting of share-based awards | 474 | ||||
Stock-based compensation expense | 4,016 | 4,016 | |||
Net loss | (29,500) | (29,500) | |||
Ending Balance at Dec. 31, 2020 | 39,945 | $ 5 | 191,348 | (151,408) | |
Ending Balance, Shares at Dec. 31, 2020 | 51,221 | ||||
Common shares issued for acquisitions | $ 50,300 | $ 1 | 50,299 | 0 | |
Common shares issued for acquisitions, Shares | 10,265 | ||||
Common shares issued in Public Offering net of issuance costs | $ 127,985 | $ 4 | 127,981 | 0 | |
common shares issued in public offering, net shares | 38,987 | ||||
Stock Issued During Period Value New Issues | 127,985 | $ 4 | 127,981 | 0 | |
Vesting of share-based awards | 359 | ||||
Stock-based compensation expense | 4,029 | 4,029 | |||
Net loss | (82,181) | (82,181) | |||
Ending Balance at Dec. 31, 2021 | $ 140,078 | $ 10 | $ 373,657 | $ (233,589) | |
Ending Balance, Shares at Dec. 31, 2021 | 100,832 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement Of Stockholders Equity [Abstract] | ||
Stock issuance costs | $ 8.5 | $ 6.3 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (82,181) | $ (29,500) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 566 | 2,404 |
Loss (gain) on disposal of equipment | (42) | 281 |
Noncash interest expense | 41 | 90 |
Stock-based compensation | 4,029 | 4,016 |
Write-off of in-process R&D | 50,618 | 0 |
Change in fair value of derivative liability | 0 | 556 |
ROU asset amortization | 1,058 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 534 | (2,191) |
Other long-term assets | 0 | (290) |
Accounts payable | (194) | 432 |
Accrued expenses | 7,016 | (1,551) |
Operating lease liability | (1,111) | 0 |
Settlement of derivative liability | 0 | (1,050) |
Net cash used in operating activities | (19,666) | (26,803) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,568) | (106) |
Asset acquistion costs | (318) | 0 |
Proceeds from sale of equipment | 116 | 144 |
Net cash provided by (used in) investing activities | (1,770) | 38 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 128,267 | 60,482 |
Issuance costs from issuance of common stock | (281) | (6,319) |
Repayment of borrowings under loan | (9,375) | (5,625) |
Net cash provided by financing activities | 118,611 | 48,538 |
Net change in cash, cash equivalents and restricted cash | 97,175 | 21,773 |
Cash, cash equivalents and restricted cash at beginning of year | 47,339 | 25,566 |
Cash and cash equivalents at end of year | 144,514 | 47,339 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 370 | 854 |
Supplemental disclosure of financing activities | ||
Conversion of preferred units | 0 | 129,870 |
ROU asset acquired through operating leases | 5,148 | 0 |
Issuance of common stock for acquisition of Trigr Therapeutics, Inc. | 50,300 | 0 |
Fixed asset costs included in accrued expenses | $ 187 | $ 0 |
Formation and Business of the C
Formation and Business of the Company | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Formation and Business of the Company | 1. Formation and Business of the Company Compass Therapeutics, Inc. (“Compass” or the “Company”) is a clinical-stage, oncology-focused biopharmaceutical company developing proprietary antibody-based therapeutics to treat multiple human diseases. Our scientific focus is on the relationship between angiogenesis and the immune system. Our pipeline includes novel product candidates that leverage our understanding of the tumor microenvironment, including both angiogenesis-targeted agents and immune-oncology focused agents. These product candidates are designed to optimize critical components required for an effective anti-tumor response to cancer. These include modulation of the microvasculature via angiogenesis-targeted agents; induction of a potent immune response via activators on effector cells in the tumor microenvironment; and alleviation of immunosuppressive mechanisms used by tumors to evade immune surveillance. We plan to advance our product candidates through clinical development as both standalone therapies and in combination with our proprietary drug candidates as long as their continued development is supported by clinical and nonclinical data. References to Compass or the Company herein include Compass Therapeutics, Inc. and its wholly-owned subsidiaries. The Company was incorporated as Olivia Ventures, Inc. (“Olivia”) in the State of Delaware on March 20, 2018. Prior to the Company’s reverse merger with Compass Therapeutics LLC (the “Merger”), Olivia was a “shell company” (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended). On June 17, 2020, the Company completed the Merger of its wholly-owned subsidiary, Compass Therapeutics LLC, pursuant to an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), by and among Olivia Ventures, Inc., Compass Acquisition LLC, Compass Therapeutics LLC and as a result, Compass Therapeutics LLC became a wholly-owned subsidiary of the Company. Additionally, certain of the Company’s wholly-owned subsidiaries (each, a “Blocker Merger Sub”) merged with and into the applicable blocker entity (“Blockers”) in transactions that are referred to as “Blocker Mergers”. 31,627,139 shares of the Company’s common stock were issued to holders of common membership interests of Compass Therapeutics LLC (including common membership interests issued upon the conversion of preferred membership interests) and 7,428,217 shares of its common stock were issued to the holders of equity interests of the Blockers. The issuances of shares of the Company’s common stock to the security holders of Compass Therapeutics LLC and the Blockers are collectively referred to as the Share Conversion. The Company is subject to risks and uncertainties common to companies in the biotechnology and pharmaceutical industries. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s technology will be obtained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees and consultants. |
Liquidity Uncertainties and Goi
Liquidity Uncertainties and Going Concern | 12 Months Ended |
Dec. 31, 2021 | |
Liquidity Uncertainties And Going Concern [Abstract] | |
Liquidity, Uncertainties and Going Concern | 2. Liquidity, Uncertainties and Going Concern The Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Since its inception, the Company has funded its operations primarily with proceeds from the sale of its equity securities and borrowings under the 2018 Credit Facility. The Company has incurred recurring losses since its inception and had an accumulated deficit of $ 233.6 million on December 31, 2021. The Company expects to continue to generate operating losses for the foreseeable future. The Company expects that its cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements into the second half of 2024. The future viability of the Company beyond that point is dependent on its ability to raise additional capital to finance its operations. The Company is subject to risks common to early stage companies in the biotechnology industry including, but not limited to: having a limited operating history and no products approved for commercial sale; having a history of significant losses; its need to obtain additional financing; dependence on its ability to advance its current and future product candidates through clinical trials, marketing approval and commercialization; the lengthy and expensive nature and uncertain outcomes of the clinical development process; the lengthy, time consuming and unpredictable nature of the regulatory approval process; the results of preclinical studies and early stage clinical trials that may not be predictive of future results; dependence on its key personnel; risks related to patent protection and the Company’s pending patent applications; dependence on third party collaborators for the discovery, development and commercialization of current and future product candidates; and significant competition from other biotechnology and pharmaceutical companies. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. Due to the evolving and uncertain global impacts of the ongoing COVID-19 pandemic, we cannot precisely determine or quantify the impact this pandemic will have on our business operations in the future. We have been carefully monitoring the COVID-19 pandemic and its potential impact on our business and have taken important steps to help ensure the safety of our employees and their families and to reduce the spread of COVID-19 community-wide. We are continuing to assess the potential impact of the COVID-19 pandemic on our current and future business and operations, including our expenses and clinical trials, as well as on our industry and the healthcare system. To date, we have been able to continue to pursue our Phase 1 clinical trial with only minor delays despite the COVID-19 pandemic. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). In June 2020, the Company completed the Merger, as discussed in Note 1. Upon the closing of the Merger, the common and convertible preferred units of Compass Therapeutics LLC were converted into the Company’s common stock. The Company effected a 0.15 -for-one stock conversion ratio for its issued and outstanding convertible preferred units. Common units were converted using the same ratio after factoring in the relevant strike price of each grant. Subsequent to the Merger, there were no common or convertible preferred units outstanding. All of the share and per share information presented in the accompanying consolidated financial statements for 2020 has been adjusted to reflect the stock split. Upon the closing of the Merger, the Company’s certificate of incorporation was amended and restated to provide for 10 million authorized shares of preferred stock with a par value of $ 0.0001 per share and 300 million authorized shares of common stock with a par value of $ 0.0001 per share. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Compass Therapeutics, Inc., and its wholly-owned subsidiaries, including Compass Therapeutics LLC, Compass Therapeutics Advisors Inc., Trigr Therapeutics, Inc. and Compass Therapeutics Securities Corporation. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the accrual of research and development expenses, useful lives of equipment, interest rate and term operating lease ROU and liability, the percentage of completion of contractual arrangements, future cash expenditures for liquidity estimates, the valuation of common stock and estimates associated with stock-based awards. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from those estimates. Changes in estimates are recorded prospectively in the period that they become known. Segment Information Operating segments are defined as components of an enterprise for which separate and discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company has one operating segment. The Company’s chief operating decision-maker, its chief executive officer, manages the Company’s operations on a consolidated basis for the purpose of allocating resources. All the Company’s long-lived assets are held in the United States. Cash and Cash Equivalents The Company considers all highly liquid investments that are readily convertible into cash with original maturities of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held in money market funds. Cash equivalents are stated at cost, which approximates market value. C ash equivalents consisted of money market funds of $ 130.0 million and $ 43.6 million on December 31, 2021 and 2020, respectively. Restricted Cash As of December 31, 2021, the Company did no t have any restricted cash. As of December 31, 2020, the Company had two items that were classified as restricted cash on the balance sheet. The first was cash of $ 0.2 million to collateralize corporate credit cards with a bank. The second was as part of the Company’s prior lease agreement in which the Company was required to maintain a letter of credit of $ 0.1 million for the benefit of the landlord. Concentrations of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and restricted cash. The Company maintains its cash, cash equivalents and restricted cash with financial institutions that management believes to be of high-credit quality. The Company has not experienced any losses related to its cash, cash equivalents and restricted cash. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are recorded using the straight-line method over the estimated useful lives of the related assets as follows: Asset Classification Estimated Useful Life Equipment 5 years Furniture and fixtures 7 years Software 5 years Leasehold improvements Lesser of estimated useful life or lease term Estimated useful lives are periodically assessed to determine if changes are appropriate. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are eliminated from the consolidated balance sheet and any resulting gains or losses are included in the consolidated statement of operations in the period of disposal. Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized in the consolidated statements of operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did no t record any impairment losses on long-lived assets during the years ended December 31, 2021 and 2020. Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. An entity may choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The Company’s cash equivalents are carried at fair value according to the fair value hierarchy described above and were determined based on Level 1 measurements (see Note 4). The Company’s restricted cash was carried at fair value according to the fair value hierarchy described above and were determined based on Level 2 measurements (see Note 4). The carrying values of other current assets and accounts payable approximate their fair value due to the short‑term nature of these assets and liabilities. The carrying values of the Company’s loan approximated its fair value as of December 31, 2020 due to its variable interest rate. The fair value of the loan related embedded derivative (see Note 4) was determined based on Level 3 measurements. Research and Development Costs Costs associated with internal research and development and external research and development services, including drug development and preclinical studies, are expensed as incurred. Research and development expenses include costs for salaries, employee benefits, subcontractors, facility-related expenses, depreciation and amortization, stock-based compensation, third-party license fees, laboratory supplies, and external costs of outside vendors engaged to conduct discovery, preclinical and clinical development activities and clinical trials as well as to manufacture clinical trial materials, and other costs. The Company recognizes external research and development costs based on an evaluation of the progress to completion of specific tasks using information provided to the Company by its service providers. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. Such prepaid expenses are recognized as an expense when the goods have been delivered or the related services have been performed, or when it is no longer expected that the goods will be delivered, or the services rendered. Costs associated with licenses of technology acquired as part of collaborative arrangements are expensed as incurred and are generally included in research and development expense in the consolidated statements of operations if it is determined the license has no alternative future use. Accrued Research and Development Expenses The Company has entered into various research and development and other agreements with commercial firms, researchers, universities and others for provisions of goods and services. These agreements are generally cancelable, and the related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research and development costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ materially from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. Debt Issuance Costs Debt issuance costs consist of payments made to secure commitments under certain debt financing arrangements. These amounts are recognized as interest expense over the period of the financing arrangement using the effective interest method. The Company’s consolidated financial statements present debt issuance costs related to a recognized debt liability as a direct reduction from the carrying amount of that debt liability. Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expense in the consolidated statements of operations. Stock-Based Compensation The Company recognizes the grant‑date fair value of stock‑based awards issued to employees and nonemployee board members as compensation expense on a straight‑line basis over the service period of the award. The Company uses the Black‑Scholes option pricing model to determine the grant‑date fair value of stock options and adjusts expense for forfeitures in the periods they occur. The fair value of each equity award was determined by the Company on the date of grant and by using the methods and assumptions discussed below. Certain of these inputs are subjective and generally require judgment to determine. Stock price: See below. Expected term : The expected term of the equity award represents the weighted average period the award is expected to be outstanding. The Company uses the simplified method for estimating the expected term as provided by the Securities and Exchange Commission. The simplified method calculates the expected term as the average time to vesting and the contractual life of the award. Expected volatility – Due to the Company’s limited operating history and lack of Company-specific historical or implied volatility, the expected volatility assumption was determined by examining the historical volatilities of a group of industry peers whose share prices are publicly available. Risk-free interest rate – The risk-free rate assumption is based on U.S. Treasury instruments, the terms of which were consistent with the expected term of the Company’s equity award. Expected dividend – The Company has no t paid and does not intend to pay dividends. Stock Price - Prior to the Merger The Company issued Class A and Class C common units to various employees, directors and consultants. The units constituted “profits interests” for tax purposes and were accounted for as share-based payment arrangements. Upon consummation of the Merger, all outstanding vested units were converted into shares of common stock and all outstanding unvested units were converted into shares of restricted stock that continue to vest over the remaining term of the original award. The estimated fair value was determined by our board of directors as of the date of each stock award, with input from management, considering our most recently available third-party valuation, and our board of directors’ assessment of additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent valuation through the date of the grant. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . In addition to considering the results of these third-party valuations, our board of directors considered various objective and subjective factors to determine the fair value of our stock awards as of each grant date, including: • the prices at which we sold preferred membership interests and the superior rights and preferences of the preferred membership interests relative to our membership interests at the time of each grant; • the progress of our commercialization efforts; • the progress of our research and development programs, including the status and results of preclinical studies for our product candidates; • our stage of development and our business strategy; • external market conditions affecting the medical device industry and trends within the medical device industry; • our financial position, including cash on hand, and our historical and forecasted performance and operating results; • the lack of an active public market for our common and preferred membership interests; • the likelihood of achieving a liquidity event, such as an initial public offering ("IPO"), reverse merger, or sale of our Company in light of prevailing market conditions; and • the analysis of IPOs and the market performance of similar companies in the biopharmaceutical industry. Stock Price - Subsequent to the Merger Since the second quarter of 2021, when the Company started trading on a public market, the stock price of the Company’s common stock has been used to value equity awards based on the closing price of the Company’s common stock as reported on the date of the grant. A public trading market for the Company’s common stock was not established between the closing of the Merger and the second quarter of 2021. For the valuation of the Company’s common stock for this period, the Company used $ 5.00 per share, which is the share price paid by outside investors in the Company’s Private Placement that closed in June 2020. Net Loss per Share Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock, stock options, restricted stock units, unvested restricted stock awards and common stock warrants that would result in the issuance of incremental shares of common stock. In computing the basic and diluted net loss per share, the weighted average number of shares remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation as the impact is anti-dilutive. The following potentially dilutive securities outstanding as of December 31, 2021 and 2020 have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive: December 31, 2021 2020 (000's) Restricted stock units 1,200 — Stock options 3,659 2,159 Nonvested restricted stock 471 896 Total 5,330 3,055 Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. 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 deferred tax benefits will not be realized. The Company files income tax returns in the U.S. Federal jurisdiction and in various states. The Company has tax net operating loss carryforwards that are subject to examination for a number of years beyond the year in which they were generated for tax purposes. Since a portion of these net operating loss carryforwards may be utilized in the future, many of these net operating loss carryforwards will remain subject to examination. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016 02, Leases , which requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. The standard continues to have two types of leases for income statement recognition purposes: operating leases and finance leases. Operating leases result in the recognition of a single lease expense on a straight-line basis over the lease term, similar to the treatment for operating leases under the old standard. Finance leases result in an accelerated expense similar to the accounting for capital leases under the old standard. The new standard also contains amended guidance regarding the identification of embedded leases in service contracts and the identification of lease and non-lease components of an arrangement. The Company adopted the new standard on January 1, 2021 , using a modified retrospective approach and as a result did not adjust prior periods. Adoption of the standard resulted in the recording of $ 5.1 million of operating lease ROU assets and operating lease liabilities, but did not have a material impact on the Company’s net loss or cash flows. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which is intended to simplify the accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The new standard will be effective beginning January 1, 2022. The Company does not expect the adoption of ASU 2019-12 to have a material impact on its financial position and results of operations upon adoption. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values: Fair Value Measurements as of December 31, 2021 (000's): Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Fair Value Assets Cash equivalents - money market funds $ 130,005 $ — $ — $ 130,005 Total assets $ 130,005 $ — $ — $ 130,005 Fair Value Measurements as of December 31, 2020 (000's): Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Fair Value Assets Cash equivalents - money market funds $ 43,631 $ — $ — $ 43,361 Total assets $ 43,631 $ — $ — $ 43,361 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment consist of the following: December 31, 2021 2020 (000's) Equipment $ 5,351 $ 5,356 Furniture and fixtures 22 629 Leasehold improvements 1,531 896 Software 365 180 Total property and equipment–at cost 7,269 7,061 Less: Accumulated depreciation ( 5,026 ) ( 5,935 ) Property and equipment, net $ 2,243 $ 1,126 Total depreciation and amortization expense for years ended December 31, 2021 and 2020, was $ 0.6 million and $ 2.4 million, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 6. Accrued Expenses Accrued expenses consist of the following: December 31, 2021 2020 (000's) Compensation and benefits $ 1,601 $ 976 Project expenses 704 212 Accrued milestone 6,000 — Other 470 383 Total accrued expenses $ 8,775 $ 1,571 See Note 11 for further information on accrued milestone. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt The Company entered into a loan and security agreement (“2018 Credit Facility”) with Pacific Western Bank, Inc. (“PWB”), and received $ 15.0 million debt proceeds in 2018. The Company made interest-only payments through March 31, 2020. Beginning in April 2020, the Company was obligated to make monthly principal payments of $ 625,000 (plus interest) through March 31, 2022 when the note matures. The Company paid the total outstanding balance of the loan of $ 9.4 million during the year ended December 31, 2021 and terminated the 2018 Credit Facility. The Company recognized interest expense of $ 0.4 million and $ 0.9 million during the years ended December 31, 2021 and 2020, respectively. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | 8. Stockholders’ Equity In connection with the Merger, as discussed in Note 1, the Company issued 1 million shares of common stock to the former shareholders of Olivia Ventures Inc. The Company paid $ 0.1 million to several nonaccredited investors of Compass Therapeutics LLC in lieu of issuing shares. In addition, 2.9 million shares of the Company’s common stock were reserved for issuance under the 2020 Stock Option and Incentive Plan. The Company sold approximately 12 million shares of its common stock pursuant to the closing of a Private Placement offering at a purchase price of $ 5.00 per share in June 2020. In June 2021, the Company issued 10,265,133 million shares of its common stock related to the acquisition of TRIGR. See Note 16 for further information on the TRIGR transaction. In November 2021, the Company sold through an underwritten public offering, 35,715,000 shares of the Company’s common stock, at a price to the public of $ 3.50 per share, less underwriting discounts and commissions. The Company granted the underwriters a 30-day option to purchase up to an additional 5,357,250 shares of Common Stock, at the public offering price of $ 3.50 , less any underwriting discounts and commissions. In December 2021, pursuant to this 30-day option, the Company sold an additional 3,271,857 shares of our common stock, for a total of 38,986,857 shares of common stock sold as part of the Follow-On Public Offering. The aggregate gross proceeds from the Follow-On Public Offering were approximately $ 136.5 million (before deducting placement agent fees and other expenses in connection with the offering). In connection with the Follow-On Public Offering, we paid the underwriters (and other legal and accounting costs) of $ 8.5 million, for net proceeds of approximately $ 128.0 million. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Compensation Stock-based compensation expense for the years ended December 31, 2021 and 2020 was classified in the consolidated statements of operations as follows: Year Ended 2021 2020 (000's) Research and development $ 658 $ 605 General and administrative 3,371 3,411 Total $ 4,029 $ 4,016 Restricted Stock Prior to the Merger, Compass Therapeutics LLC maintained an incentive pool of unit-based awards that were granted to board members, employees and consultants and accounted for as unit-based compensation. Upon consummation of the Merger, all outstanding vested profit interest units were converted into shares of the Company’s common stock. Unvested units were converted into restricted shares of the Company’s common stock and will continue to vest under the same terms as the original profit interest units. A summary of the Company’s restricted share activity during the years ended December 31, 2021 and 2020 is as follows: Shares (000's) Estimated Unvested, December 31, 2019 2,039 $ 2.04 Granted 1 $ 2.34 Vested ( 474 ) $ 1.66 Forfeited or canceled ( 670 ) $ 1.75 Unvested, December 31, 2020 896 $ 2.46 Granted — $ — Vested ( 359 ) $ 1.83 Forfeited or canceled ( 66 ) $ 1.70 Unvested, December 31, 2021 471 $ 1.76 The weighted average grant date fair value for unvested restricted stock as of December 31, 2021 was $ 1.76 per share. No restricted share awards have been granted following the Merger. As of December 31, 2021, remaining unrecognized compensation cost related to restricted stock awards to be recognized in future periods totaled $ 0.8 million, which is expected to be recognized over a weighted average period of 1.8 years. No restricted share awards were granted for the year ended December 31, 2021. For the year ended December 31, 2020, the fair value of each restricted stock award was estimated on the date of grant using the weighted average assumptions in the table below: Year Ended Expected term (in years) 6.0 Risk-free rate 0.36 % Expected volatility 140 % 2020 Plan In June 2020, the Company’s board of directors adopted the 2020 Plan and reserved 2.9 million shares of common stock for issuance under this plan. The 2020 Plan provides that the number of shares reserved and available for issuance under the 2020 Plan will automatically increase each January 1, beginning on January 1, 2021, by the lesser of (i) 4 % of the outstanding number of shares of our common stock on the immediately preceding December 31 or (ii) such number of shares as determined by the plan administrator no later than the immediately preceding December 31. As of December 31, 2021, 156 thousand shares remain available for future grant. On January 1, 2022, an additional 4.05 million shares became available for issuance based on 4 % of the outstanding shares of common stock, for a total of 4.21 million shares available for issuance. The 2020 Plan authorizes the board of directors or a committee of the board to grant incentive stock options, nonqualified stock options, restricted stock awards and restricted stock units ("RSUs") to eligible officers, employees, consultants and directors of the Company. Options generally vest over a period of four years and have a contractual life of ten years from the date of grant. Stock Options: The following table summarizes the stock option activity for the 2020 Plan: Number of Weighted Weighted Aggregate Intrinsic Value (000's) Outstanding at December 31, 2019 — $ — $ — Granted 2,175 $ 5.00 $ — Exercise - $ — $ — Forfeited/cancelled ( 16 ) $ 5.00 $ — Outstanding at December 31, 2020 2,159 $ 5.00 9.69 $ — Granted 1,822 $ 5.02 9.27 $ — Exercise — $ — — $ — Forfeited/cancelled ( 322 ) $ 5.00 — $ — Outstanding at December 31, 2021 3,659 $ 5.01 8.98 $ — Vested at December 31, 2021 1,378 $ 4.99 8.67 $ — For the year ended December 31, 2021, the weighted average grant date fair value for options granted was $ 5.01 . There was no aggregate intrinsic value for options vested and outstanding as of December 31, 2021. As of December 31, 2021, the unrecognized compensation cost related to outstanding options was $ 7.1 million, expected to be recognized over a weighted average period of approximately 2.8 years. The weighted average assumptions used in the Black-Scholes option pricing model to determine the fair value of stock options granted to employees and directors during the year ended December 31, 2021 were as follows: Year Ended 2021 2020 Expected term (in years) 6.1 5.5 Risk-free rate 0.85 % 0.29 % Expected volatility 91 % 86 % RSUs: The following table summarizes the RSU activity for the 2020 Plan: Shares (000's) Weighted Weighted Unvested, December 31, 2020 — $ — $ — Granted 1,200 $ 3.83 $ 4,596 Vested — — — Forfeited or canceled — — — Unvested, December 31, 2021 1,200 $ 3.83 $ 4,596 Weighted average price per share is the weighted grant price based on the closing market price of each of the stock grants. The weighted average fair value is the weighted average share price times the number of shares. As of December 31, 2021, remaining unrecognized compensation cost related to RSUs to be recognized in future periods totaled $ 4.4 million, which is expected to be recognized over a weighted average period of 3.9 years. As of December 31, 2021, the total unrecognized compensation cost from all plans to be recognized in future periods totaled approximately, $ 12.3 million. |
License, Research and Collabora
License, Research and Collaboration Agreements | 12 Months Ended |
Dec. 31, 2021 | |
License Research And Collaboration Agreements [Abstract] | |
License, Research and Collaboration Agreements | 10. License, Research and Collaboration Agreements Collaboration Agreements ABL Bio Corporation ("ABL Bio") Agreements Our wholly-owned subsidiary, TRIGR, and ABL Bio, a South Korean biotechnology company, entered into an exclusive global (excluding South Korea) license agreement (the “TRIGR License Agreement”) which granted TRIGR a license to ABL001, ABL Bio’s bispecific antibody targeting DLL4 and VEGF-A (renamed CTX-009). Under the terms of the agreement, ABL Bio and TRIGR would jointly develop CTX-009, with ABL Bio responsible for development of CTX-009 throughout the end of Phase 1 clinical trials and TRIGR responsible for the development of CTX-009 from Phase 2 and onward. ABL Bio received a $ 5 million upfront payment and is eligible to receive up to $ 110 million of development and regulatory milestone payments, up to $ 295 million of commercial milestone payments and tiered single-digit royalties on net sales of CTX-009 in Oncology. ABL Bio is also eligible to receive up to $ 185 million in development, regulatory and commercial milestone payments and tiered, single-digit royalties on net sales of CTX-009 in Ophthalmology. The financial terms of the agreement were amended in May 2021 but remain substantially similar to the terms in the TRIGR License Agreement. As a result of the TRIGR acquisition in 2021, the TRIGR License Agreement was assigned to the Company and the Company has assumed all the rights and liabilities of the agreement. See Note 16 for further information on the TRIGR transaction. In May 2021, TRIGR and ABL Bio terminated license agreements to several preclinical assets. As a result of the return of these assets to ABL Bio and termination of the license agreements, the Company is eligible to receive royalty payments if ABL Bio develops or licenses two bispecific antibodies that were previously licensed to TRIGR. Adimab Agreement The Company entered into a collaboration agreement with Adimab, LLC ("Adimab") on October 16, 2014 . The agreement was amended on February 11, 2015. The agreement also includes provisions for payment of royalties at rates ranging in the single digits as a percentage of future net sales within a specified term from the first commercial sale. There were no milestone payments made during the year ended December 31, 2021. The Company made milestone payments of $ 1.5 million in research and development during the year ended December 31, 2019, upon filing an IND for its product candidates associated with this license and first dosing of patient. As of December 31, 2021, future potential milestone payments in connection with this agreement amounted to $ 2.0 million. Other Research Agreements FUJIFILM Diosynth Biotechnologies Agreement The Company entered into a scope of work (“SOW”) under a master services agreement with FUJIFILM Diosynth Biotechnologies on July 20, 2020. The Company made cash payments of $ 1.2 million and recorded $ 1.0 million in research and development expense during the year ended December 31, 2021. The Company made cash payments of $ 2.6 million and recorded $ 0.9 million in research and development expense during the year ended December 31, 2020. As of December 31, 2021, future payments in connection with this SOW amounted to $ 1.2 million and development costs to be expensed is $ 2.9 million. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Leases The Company adopted ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"), effective January 1, 2021, using the modified retrospective transition method, in which the new standard is applied as of the date of initial adoption. The Company recognized and measured agreements executed prior to the date of initial adoption that were considered leases on January 1, 2021. No cumulative effect adjustment of initially applying the standard to the opening balance of retained earnings was made upon adoption. The Company elected the package of practical expedients permitted under the transition guidance that will retain the lease classification and initial direct costs for any leases that exist prior to adoption of the standard. In addition, the Company elected the accounting policy of not recording short-term leases with a lease term at the commencement date of 12 months or less on the consolidated balance sheet as permitted by the new standard. one operating lease for its corporate office and laboratory facility (“Facility”) that was signed in December 2020. The Company moved into the Facility in January 2021. The Facility lease has an initial term of four years and five months , beginning on January 1, 2021. The Facility lease contains scheduled rent increases over the lease term. The discount rate used for the Facility lease is 6.25 %, and the remaining lease term of the Facility lease is three years and five month s as of December 31, 2021. The undiscounted cash flows are reconciled to the operating lease liabilities recorded on the consolidated balance sheets: (000's) Years ending December 31, 2022 $ 1,206 2023 1,348 2024 1,382 2025 426 Total minimum lease payments 4,362 Less: amount of lease payments representing interest ( 325 ) Present value of future minimum lease payments 4,037 Less: operating lease obligations, current portion ( 989 ) Operating lease obligations, long-term portion $ 3,048 Milestone payments As part of the ABL Bio agreements, the Company is obligated to pay certain development milestone payments. In the fourth quarter of 2021, the Company was notified of the completion of Phase 1 of the clinical trial for CTX-009. As a result, the Company is obligated to pay a $ 6.0 million milestone payment to ABL Bio on the deliverance of the final report related to the clinical trial. See Note 10 for this and other agreements. |
Related Parties and Related-Par
Related Parties and Related-Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties and Related-Party Transactions | 12. Related Parties and Related-Party Transactions On October 16, 2014, the Company entered into a collaboration agreement with Adimab, LLC. The Company’s co-founder and former chief operation officer has a direct ownership interest in Adimab, LLC and previously beneficially owned more than 5 % of the Company’s common stock. He does not currently beneficially own more than 5% of the Company's common stock. The Company did not record any expenses in connection with this agreement during years ended December 31, 2021 and 2020. On June 25, 2021, the Company and Miranda Toledano, a director of the Company, entered into a Consulting Agreement, pursuant to which Ms. Toledano was to provide, for a period of six months, consulting services to the Company. Ms. Toledano was entitled to consulting fees of $ 20,000 per month. As of December 31, 2021, the full amount of the agreement has been paid and the agreement has terminated. |
Other expense
Other expense | 12 Months Ended |
Dec. 31, 2021 | |
Other Income And Expenses [Abstract] | |
Other Expense | 13. Other expense Other expense consisted of the following: December 31, 2021 2020 (000's) Interest expense $ ( 370 ) $ ( 908 ) Interest income 29 88 Change in fair value of derivative liability — ( 556 ) Realized foreign exchange loss — 1 Realized gain (loss) on disposal of equipment 42 ( 281 ) Total other income (expenses) $ ( 299 ) $ ( 1,656 ) |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Defined Contribution Plan | 14. Defined Contribution Plan The Company has a 401(k) defined contribution plan (the “401(k) Plan”) for substantially all its employees. Eligible employees may make pre-tax or post-tax (Roth) contributions to the 401(k) Plan up to statutory limits. Since January 1, 2020, the Company has been matching employee contributions to the plan up to 4 % of salary. The Company made matching contributions of $ 0.1 million and $ 0.2 million for the years ended December 31, 2021 and 2020, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes Income tax expense is summarized as follows: Year Ended 2021 2020 Current (000's) Federal $ — $ 22 State — 10 Total $ — $ 32 Deferred Federal $ — $ — State — — Total income tax expense $ — $ 32 The effective tax rate of our provision for income taxes differs from the federal statutory rate for the periods presented as follows: December 31, 2021 2020 Statutory rate 21.0 % 21.0 % Income not subject to federal corporate income tax 0.0 % - 8.0 % State taxes 2.1 % 6.4 % Share-based compensation & other nondeductible expenses - 1.0 % - 0.5 % Write-off of in-process R&D - 12.9 % 0.0 % Research credits 0.8 % 0.0 % Change in valuation allowance - 10.0 % - 19.0 % Total 0.0 % - 0.1 % The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. In determining the need for a valuation allowance, management reviews both positive and negative evidence, including current and historical results of operations, future income projections and the overall prospects of our business. Based upon management’s assessment of all available evidence, the Company believes that it is more-likely-than-not that the deferred tax assets will not be realizable, and therefore, a valuation allowance has been established. The valuation allowance for deferred tax assets was approximately $ 18.1 million and $ 6.6 million as of December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company has U.S. federal and state net operating loss carryforwards (“NOLs”) of approximately $ 51.7 million and $ 50.6 million, respectively. As of December 31, 2021, the Company has federal and state research and development credit carryforwards (“R&D credits”) of approximately $ 1.1 million and $ 2.1 million, respectively. For income tax purposes, federal NOLs will not expire since they were generated after 2017 and federal R&D credits will begin expiring in 2039 . For income tax purposes, state NOLs and state R&D credits will begin to expire in 2038 and 2031 , respectively. Significant components of the Company’s deferred tax assets are as follows: December 31, 2021 2020 Deferred tax assets (000's) Net operating loss carryforwards $ 13,075 $ 3,938 Research and development credits 2,716 2,038 Share-based compensation 706 609 Lease liabilities 1,131 — Capitalized licensing fees 1,637 — Other 22 126 Subtotal 19,287 6,711 Less valuation allowance ( 18,113 ) ( 6,635 ) Deferred tax assets, net of valuation allowance 1,174 76 Deferred tax liabilities Right-of-use assets ( 1,116 ) — Other ( 58 ) ( 76 ) Net deferred tax assets $ — $ — |
Merger Transaction
Merger Transaction | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Merger Transaction | 16. Merger Transaction On May 11, 2021 , the Company and Trigr Therapeutics, Inc. (“TRIGR”), a private biotechnology company, entered into a definitive merger agreement (the “Merger Agreement”). Pursuant to the Merger Agreement, the Company, through its wholly-owned subsidiaries and a two-step merger structure, acquired all the outstanding shares of TRIGR (the “TRIGR Merger”). On June 25, 2021, the TRIGR Merger was consummated. Consideration payable to TRIGR shareholders at closing totaled an aggregate of 10,265,133 shares of the Company’s common stock with a fair value of $ 50.3 million (after giving effect to elimination of fractional shares that would otherwise be issued). The Company incurred approximately $ 0.3 million of accounting and legal costs associated with the merger, for a total cost of the transaction of $ 50.6 million. 9.0 million, representing earnout payments based on three independent events. The first earnout payment of $ 2.0 million related to a milestone payment under the Elpiscience agreement, due to the Company upon IND approval of CTX-009 in China and remitted to the TRIGR shareholders. The IND was approved in China in the fourth quarter of 2021. As a result, the Company acted as a conduit to this transaction and remitted the $ 2 million related to this milestone payment received from Elpiscience. The second potential earnout payment of $ 2 million is contingent upon the Company entering into a regional license agreement with a specific third party. Since the Company has not entered into a regional license agreement with that third party and assesses the probability of reaching such agreement with that party to be low, no provision is being made. The third and last potential earnout is $ 5 million which is dependent on the Company successfully filing a biologics license application in the United States and being granted marketing approval for the product candidate acquired in the transaction, CTX-009. As CTX-009 is in early clinical development and the clinical development of CTX-009 and regulatory strategy are subject to substantial risk, it is not probable that this payment will be made, and as such, no provision is being made. To determine whether the transaction meets the definition of a business acquisition or an asset acquisition in accordance with ASC 805-10-55, we had to assess the nature of the transaction and the fair value of the assets acquired in the transaction. Our assessment suggest that the fair value of the transaction is substantially concentrated in a license to a single identifiable asset, CTX-009, and a potential financial interest (in the form of royalties) in an additional set of early-stage similar assets. The guidance further requires a business acquisition to include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. Because all asset acquisitions include inputs, the existence of a substantive process is what distinguishes a business acquisition from an asset acquisition. Our assessment is that there is no process or outputs that are being acquired with the TRIGR acquisition. As a result, the TRIGR acquisition is considered to fall under the guidance of an asset acquisition rather than a business acquisition. Accordingly, the Company allocated the $ 50.3 million transaction amount and $ 0.3 million of transaction costs to the acquired license. As the license is considered in-process R&D, the Company expensed the acquired asset on the transaction date. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events The Company performed a review of events subsequent to the balance sheet date through the date the financial statements were issued and determined that there were no such events requiring recognition or disclosure in the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). In June 2020, the Company completed the Merger, as discussed in Note 1. Upon the closing of the Merger, the common and convertible preferred units of Compass Therapeutics LLC were converted into the Company’s common stock. The Company effected a 0.15 -for-one stock conversion ratio for its issued and outstanding convertible preferred units. Common units were converted using the same ratio after factoring in the relevant strike price of each grant. Subsequent to the Merger, there were no common or convertible preferred units outstanding. All of the share and per share information presented in the accompanying consolidated financial statements for 2020 has been adjusted to reflect the stock split. Upon the closing of the Merger, the Company’s certificate of incorporation was amended and restated to provide for 10 million authorized shares of preferred stock with a par value of $ 0.0001 per share and 300 million authorized shares of common stock with a par value of $ 0.0001 per share. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Compass Therapeutics, Inc., and its wholly-owned subsidiaries, including Compass Therapeutics LLC, Compass Therapeutics Advisors Inc., Trigr Therapeutics, Inc. and Compass Therapeutics Securities Corporation. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the accrual of research and development expenses, useful lives of equipment, interest rate and term operating lease ROU and liability, the percentage of completion of contractual arrangements, future cash expenditures for liquidity estimates, the valuation of common stock and estimates associated with stock-based awards. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from those estimates. Changes in estimates are recorded prospectively in the period that they become known. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise for which separate and discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company has one operating segment. The Company’s chief operating decision-maker, its chief executive officer, manages the Company’s operations on a consolidated basis for the purpose of allocating resources. All the Company’s long-lived assets are held in the United States. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments that are readily convertible into cash with original maturities of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held in money market funds. Cash equivalents are stated at cost, which approximates market value. C ash equivalents consisted of money market funds of $ 130.0 million and $ 43.6 million on December 31, 2021 and 2020, respectively. |
Restricted Cash | Restricted Cash As of December 31, 2021, the Company did no t have any restricted cash. As of December 31, 2020, the Company had two items that were classified as restricted cash on the balance sheet. The first was cash of $ 0.2 million to collateralize corporate credit cards with a bank. The second was as part of the Company’s prior lease agreement in which the Company was required to maintain a letter of credit of $ 0.1 million for the benefit of the landlord. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and restricted cash. The Company maintains its cash, cash equivalents and restricted cash with financial institutions that management believes to be of high-credit quality. The Company has not experienced any losses related to its cash, cash equivalents and restricted cash. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are recorded using the straight-line method over the estimated useful lives of the related assets as follows: Asset Classification Estimated Useful Life Equipment 5 years Furniture and fixtures 7 years Software 5 years Leasehold improvements Lesser of estimated useful life or lease term Estimated useful lives are periodically assessed to determine if changes are appropriate. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are eliminated from the consolidated balance sheet and any resulting gains or losses are included in the consolidated statement of operations in the period of disposal. Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized in the consolidated statements of operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did no t record any impairment losses on long-lived assets during the years ended December 31, 2021 and 2020. |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. An entity may choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The Company’s cash equivalents are carried at fair value according to the fair value hierarchy described above and were determined based on Level 1 measurements (see Note 4). The Company’s restricted cash was carried at fair value according to the fair value hierarchy described above and were determined based on Level 2 measurements (see Note 4). The carrying values of other current assets and accounts payable approximate their fair value due to the short‑term nature of these assets and liabilities. The carrying values of the Company’s loan approximated its fair value as of December 31, 2020 due to its variable interest rate. The fair value of the loan related embedded derivative (see Note 4) was determined based on Level 3 measurements. |
Research and Development Costs | Research and Development Costs Costs associated with internal research and development and external research and development services, including drug development and preclinical studies, are expensed as incurred. Research and development expenses include costs for salaries, employee benefits, subcontractors, facility-related expenses, depreciation and amortization, stock-based compensation, third-party license fees, laboratory supplies, and external costs of outside vendors engaged to conduct discovery, preclinical and clinical development activities and clinical trials as well as to manufacture clinical trial materials, and other costs. The Company recognizes external research and development costs based on an evaluation of the progress to completion of specific tasks using information provided to the Company by its service providers. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. Such prepaid expenses are recognized as an expense when the goods have been delivered or the related services have been performed, or when it is no longer expected that the goods will be delivered, or the services rendered. Costs associated with licenses of technology acquired as part of collaborative arrangements are expensed as incurred and are generally included in research and development expense in the consolidated statements of operations if it is determined the license has no alternative future use. |
Accrued Research and Development Expenses | Accrued Research and Development Expenses The Company has entered into various research and development and other agreements with commercial firms, researchers, universities and others for provisions of goods and services. These agreements are generally cancelable, and the related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research and development costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ materially from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs consist of payments made to secure commitments under certain debt financing arrangements. These amounts are recognized as interest expense over the period of the financing arrangement using the effective interest method. The Company’s consolidated financial statements present debt issuance costs related to a recognized debt liability as a direct reduction from the carrying amount of that debt liability. |
Patent Costs | Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expense in the consolidated statements of operations. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes the grant‑date fair value of stock‑based awards issued to employees and nonemployee board members as compensation expense on a straight‑line basis over the service period of the award. The Company uses the Black‑Scholes option pricing model to determine the grant‑date fair value of stock options and adjusts expense for forfeitures in the periods they occur. The fair value of each equity award was determined by the Company on the date of grant and by using the methods and assumptions discussed below. Certain of these inputs are subjective and generally require judgment to determine. Stock price: See below. Expected term : The expected term of the equity award represents the weighted average period the award is expected to be outstanding. The Company uses the simplified method for estimating the expected term as provided by the Securities and Exchange Commission. The simplified method calculates the expected term as the average time to vesting and the contractual life of the award. Expected volatility – Due to the Company’s limited operating history and lack of Company-specific historical or implied volatility, the expected volatility assumption was determined by examining the historical volatilities of a group of industry peers whose share prices are publicly available. Risk-free interest rate – The risk-free rate assumption is based on U.S. Treasury instruments, the terms of which were consistent with the expected term of the Company’s equity award. Expected dividend – The Company has no t paid and does not intend to pay dividends. Stock Price - Prior to the Merger The Company issued Class A and Class C common units to various employees, directors and consultants. The units constituted “profits interests” for tax purposes and were accounted for as share-based payment arrangements. Upon consummation of the Merger, all outstanding vested units were converted into shares of common stock and all outstanding unvested units were converted into shares of restricted stock that continue to vest over the remaining term of the original award. The estimated fair value was determined by our board of directors as of the date of each stock award, with input from management, considering our most recently available third-party valuation, and our board of directors’ assessment of additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent valuation through the date of the grant. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . In addition to considering the results of these third-party valuations, our board of directors considered various objective and subjective factors to determine the fair value of our stock awards as of each grant date, including: • the prices at which we sold preferred membership interests and the superior rights and preferences of the preferred membership interests relative to our membership interests at the time of each grant; • the progress of our commercialization efforts; • the progress of our research and development programs, including the status and results of preclinical studies for our product candidates; • our stage of development and our business strategy; • external market conditions affecting the medical device industry and trends within the medical device industry; • our financial position, including cash on hand, and our historical and forecasted performance and operating results; • the lack of an active public market for our common and preferred membership interests; • the likelihood of achieving a liquidity event, such as an initial public offering ("IPO"), reverse merger, or sale of our Company in light of prevailing market conditions; and • the analysis of IPOs and the market performance of similar companies in the biopharmaceutical industry. Stock Price - Subsequent to the Merger Since the second quarter of 2021, when the Company started trading on a public market, the stock price of the Company’s common stock has been used to value equity awards based on the closing price of the Company’s common stock as reported on the date of the grant. A public trading market for the Company’s common stock was not established between the closing of the Merger and the second quarter of 2021. For the valuation of the Company’s common stock for this period, the Company used $ 5.00 per share, which is the share price paid by outside investors in the Company’s Private Placement that closed in June 2020. |
Net Loss per Share | Net Loss per Share Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock, stock options, restricted stock units, unvested restricted stock awards and common stock warrants that would result in the issuance of incremental shares of common stock. In computing the basic and diluted net loss per share, the weighted average number of shares remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation as the impact is anti-dilutive. The following potentially dilutive securities outstanding as of December 31, 2021 and 2020 have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive: December 31, 2021 2020 (000's) Restricted stock units 1,200 — Stock options 3,659 2,159 Nonvested restricted stock 471 896 Total 5,330 3,055 |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. 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 deferred tax benefits will not be realized. The Company files income tax returns in the U.S. Federal jurisdiction and in various states. The Company has tax net operating loss carryforwards that are subject to examination for a number of years beyond the year in which they were generated for tax purposes. Since a portion of these net operating loss carryforwards may be utilized in the future, many of these net operating loss carryforwards will remain subject to examination. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016 02, Leases , which requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. The standard continues to have two types of leases for income statement recognition purposes: operating leases and finance leases. Operating leases result in the recognition of a single lease expense on a straight-line basis over the lease term, similar to the treatment for operating leases under the old standard. Finance leases result in an accelerated expense similar to the accounting for capital leases under the old standard. The new standard also contains amended guidance regarding the identification of embedded leases in service contracts and the identification of lease and non-lease components of an arrangement. The Company adopted the new standard on January 1, 2021 , using a modified retrospective approach and as a result did not adjust prior periods. Adoption of the standard resulted in the recording of $ 5.1 million of operating lease ROU assets and operating lease liabilities, but did not have a material impact on the Company’s net loss or cash flows. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which is intended to simplify the accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The new standard will be effective beginning January 1, 2022. The Company does not expect the adoption of ASU 2019-12 to have a material impact on its financial position and results of operations upon adoption. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Assets | Depreciation and amortization are recorded using the straight-line method over the estimated useful lives of the related assets as follows: Asset Classification Estimated Useful Life Equipment 5 years Furniture and fixtures 7 years Software 5 years Leasehold improvements Lesser of estimated useful life or lease term |
Schedule of Potentially Dilutive Securities Outstanding Excluded from Computation of Diluted Weighted Average Shares Outstanding | The following potentially dilutive securities outstanding as of December 31, 2021 and 2020 have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive: December 31, 2021 2020 (000's) Restricted stock units 1,200 — Stock options 3,659 2,159 Nonvested restricted stock 471 896 Total 5,330 3,055 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities are Measured at Fair Value on Recurring Basis | The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values: Fair Value Measurements as of December 31, 2021 (000's): Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Fair Value Assets Cash equivalents - money market funds $ 130,005 $ — $ — $ 130,005 Total assets $ 130,005 $ — $ — $ 130,005 Fair Value Measurements as of December 31, 2020 (000's): Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Fair Value Assets Cash equivalents - money market funds $ 43,631 $ — $ — $ 43,361 Total assets $ 43,631 $ — $ — $ 43,361 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following: December 31, 2021 2020 (000's) Equipment $ 5,351 $ 5,356 Furniture and fixtures 22 629 Leasehold improvements 1,531 896 Software 365 180 Total property and equipment–at cost 7,269 7,061 Less: Accumulated depreciation ( 5,026 ) ( 5,935 ) Property and equipment, net $ 2,243 $ 1,126 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Components of Accrued Expenses | Accrued expenses consist of the following: December 31, 2021 2020 (000's) Compensation and benefits $ 1,601 $ 976 Project expenses 704 212 Accrued milestone 6,000 — Other 470 383 Total accrued expenses $ 8,775 $ 1,571 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Stock-Based Compensation Expense | Stock-based compensation expense for the years ended December 31, 2021 and 2020 was classified in the consolidated statements of operations as follows: Year Ended 2021 2020 (000's) Research and development $ 658 $ 605 General and administrative 3,371 3,411 Total $ 4,029 $ 4,016 |
Schedule of Restricted Share Activity | A summary of the Company’s restricted share activity during the years ended December 31, 2021 and 2020 is as follows: Shares (000's) Estimated Unvested, December 31, 2019 2,039 $ 2.04 Granted 1 $ 2.34 Vested ( 474 ) $ 1.66 Forfeited or canceled ( 670 ) $ 1.75 Unvested, December 31, 2020 896 $ 2.46 Granted — $ — Vested ( 359 ) $ 1.83 Forfeited or canceled ( 66 ) $ 1.70 Unvested, December 31, 2021 471 $ 1.76 |
2020 Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Option Activity | The following table summarizes the stock option activity for the 2020 Plan: Number of Weighted Weighted Aggregate Intrinsic Value (000's) Outstanding at December 31, 2019 — $ — $ — Granted 2,175 $ 5.00 $ — Exercise - $ — $ — Forfeited/cancelled ( 16 ) $ 5.00 $ — Outstanding at December 31, 2020 2,159 $ 5.00 9.69 $ — Granted 1,822 $ 5.02 9.27 $ — Exercise — $ — — $ — Forfeited/cancelled ( 322 ) $ 5.00 — $ — Outstanding at December 31, 2021 3,659 $ 5.01 8.98 $ — Vested at December 31, 2021 1,378 $ 4.99 8.67 $ — |
Restricted Stock | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Weighted Average Assumptions on Grant Date Fair Value for Options Granted | For the year ended December 31, 2020, the fair value of each restricted stock award was estimated on the date of grant using the weighted average assumptions in the table below: Year Ended Expected term (in years) 6.0 Risk-free rate 0.36 % Expected volatility 140 % |
Stock Option | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Weighted Average Assumptions on Grant Date Fair Value for Options Granted | The weighted average assumptions used in the Black-Scholes option pricing model to determine the fair value of stock options granted to employees and directors during the year ended December 31, 2021 were as follows: Year Ended 2021 2020 Expected term (in years) 6.1 5.5 Risk-free rate 0.85 % 0.29 % Expected volatility 91 % 86 % |
Restricted stock units | 2020 Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Restricted Share Activity | RSUs: The following table summarizes the RSU activity for the 2020 Plan: Shares (000's) Weighted Weighted Unvested, December 31, 2020 — $ — $ — Granted 1,200 $ 3.83 $ 4,596 Vested — — — Forfeited or canceled — — — Unvested, December 31, 2021 1,200 $ 3.83 $ 4,596 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Undiscounted Cash Flows Reconciled to Operating Lease Liabilities | The undiscounted cash flows are reconciled to the operating lease liabilities recorded on the consolidated balance sheets: (000's) Years ending December 31, 2022 $ 1,206 2023 1,348 2024 1,382 2025 426 Total minimum lease payments 4,362 Less: amount of lease payments representing interest ( 325 ) Present value of future minimum lease payments 4,037 Less: operating lease obligations, current portion ( 989 ) Operating lease obligations, long-term portion $ 3,048 |
Other expense (Tables)
Other expense (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income And Expenses [Abstract] | |
Schedule of Other Income and Expense | Other expense consisted of the following: December 31, 2021 2020 (000's) Interest expense $ ( 370 ) $ ( 908 ) Interest income 29 88 Change in fair value of derivative liability — ( 556 ) Realized foreign exchange loss — 1 Realized gain (loss) on disposal of equipment 42 ( 281 ) Total other income (expenses) $ ( 299 ) $ ( 1,656 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense | Income tax expense is summarized as follows: Year Ended 2021 2020 Current (000's) Federal $ — $ 22 State — 10 Total $ — $ 32 Deferred Federal $ — $ — State — — Total income tax expense $ — $ 32 |
Schedule of Effective Tax Rate of Provision for Income Taxes differs from Federal Statutory Rate | The effective tax rate of our provision for income taxes differs from the federal statutory rate for the periods presented as follows: December 31, 2021 2020 Statutory rate 21.0 % 21.0 % Income not subject to federal corporate income tax 0.0 % - 8.0 % State taxes 2.1 % 6.4 % Share-based compensation & other nondeductible expenses - 1.0 % - 0.5 % Write-off of in-process R&D - 12.9 % 0.0 % Research credits 0.8 % 0.0 % Change in valuation allowance - 10.0 % - 19.0 % Total 0.0 % - 0.1 % |
Schedule of Components of Deferred Tax Assets | Significant components of the Company’s deferred tax assets are as follows: December 31, 2021 2020 Deferred tax assets (000's) Net operating loss carryforwards $ 13,075 $ 3,938 Research and development credits 2,716 2,038 Share-based compensation 706 609 Lease liabilities 1,131 — Capitalized licensing fees 1,637 — Other 22 126 Subtotal 19,287 6,711 Less valuation allowance ( 18,113 ) ( 6,635 ) Deferred tax assets, net of valuation allowance 1,174 76 Deferred tax liabilities Right-of-use assets ( 1,116 ) — Other ( 58 ) ( 76 ) Net deferred tax assets $ — $ — |
Formation and Business of the_2
Formation and Business of the Company - Additional Information (Details) - $ / shares | Jun. 19, 2020 | Jun. 17, 2020 | Dec. 31, 2020 | Jan. 01, 2022 | Dec. 31, 2021 |
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock par value | $ 0.0001 | $ 0.0001 | |||
Number of common stock reserved for issuance | 4,210,000 | ||||
2020 Plan | |||||
Class Of Stock [Line Items] | |||||
Number of common stock reserved for issuance | 4,050,000 | 156,000 | |||
Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock shares issued under common membership interests | 31,627,139,000 | ||||
Shares of common stock sold | 12,096,000 | ||||
Purchase price per share | $ 5 | ||||
Common Stock | Private Placement Offering | |||||
Class Of Stock [Line Items] | |||||
Shares of common stock sold | 12,000,000 | ||||
Purchase price per share | $ 5 | ||||
Common Stock | 2020 Plan | |||||
Class Of Stock [Line Items] | |||||
Number of common stock reserved for issuance | 2,900,000 | ||||
Common Stock | Blockers | |||||
Class Of Stock [Line Items] | |||||
Common stock shares issued under equity interest | 7,428,217,000 |
Liquidity, Uncertainties and Go
Liquidity, Uncertainties and Going Concern - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Liquidity Uncertainties And Going Concern [Abstract] | ||
Accumulated deficit | $ 233,589 | $ 151,408 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | Jan. 01, 2021USD ($) | Dec. 31, 2021USD ($)Segment$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares |
Summary Of Significant Accounting Policies [Line Items] | |||
Stock conversion ratio description | Upon the closing of the Merger, the common and convertible preferred units of Compass Therapeutics LLC were converted into the Company’s common stock. The Company effected a 0.15-for-one stock conversion ratio for its issued and outstanding convertible preferred units. Common units were converted using the same ratio after factoring in the relevant strike price of each grant. | ||
Common units outstanding | shares | 0 | ||
Convertible preferred units outstanding | shares | 0 | ||
Preferred stock, shares authorized | shares | 10,000,000 | 10,000,000 | |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | shares | 300,000,000 | 300,000,000 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Number of operating segments | Segment | 1 | ||
Restricted cash | $ 0 | $ 200,000 | |
Letter of credit | 100,000 | ||
Impairment losses on long-lived assets | 0 | 0 | |
Expected dividend yield | 0 | ||
Income tax expense | 0 | 32,000 | |
Operating lease, right-of-use ("ROU") asset | 4,089,000 | 0 | |
Operating lease liabilities | $ 4,037,000 | ||
ASU 2016-02 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | ||
Change in accounting principle, accounting standards update, transition option elected [Extensible List] | us-gaap:AccountingStandardsUpdate201602RetrospectiveMember | ||
Operating lease, right-of-use ("ROU") asset | $ 5,100,000 | ||
Operating lease liabilities | $ 5,100,000 | ||
ASU 2019-12 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
Common Stock | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Purchase price per share | $ / shares | $ 5 | ||
Money Market Funds | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Cash equivalents | $ 130,000,000 | $ 43,600,000 | |
Convertible Preferred Units | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Stock conversion ratio | 0.15 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 5 years |
Furniture and Fixtures | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 7 years |
Software | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 5 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | Lesser of estimated useful life or lease term |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities Outstanding Excluded from Computation of Diluted Weighted Average Shares Outstanding (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of diluted weighted average shares outstanding | 5,330 | 3,055 |
Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of diluted weighted average shares outstanding | 3,659 | 2,159 |
Nonvested Restricted Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of diluted weighted average shares outstanding | 471 | 896 |
Restricted stock units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of diluted weighted average shares outstanding | 1,200 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities are Measured at Fair Value on Recurring Basis (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Total assets | $ 130,005 | $ 43,361 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Total assets | 130,005 | 43,631 |
Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Total assets | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Total assets | 0 | 0 |
Money Market Funds | ||
Assets | ||
Cash equivalents - money market funds | 130,005 | 43,361 |
Money Market Funds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Cash equivalents - money market funds | 130,005 | 43,631 |
Money Market Funds | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Cash equivalents - money market funds | 0 | 0 |
Money Market Funds | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Cash equivalents - money market funds | $ 0 | $ 0 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment–at cost | $ 7,269 | $ 7,061 |
Less: Accumulated depreciation | (5,026) | (5,935) |
Property and equipment, net | 2,243 | 1,126 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment–at cost | 5,351 | 5,356 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment–at cost | 22 | 629 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment–at cost | 1,531 | 896 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment–at cost | $ 365 | $ 180 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | ||
Total depreciation and amortization expense | $ 0.6 | $ 2.4 |
Accrued Expenses - Components o
Accrued Expenses - Components of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Compensation and benefits | $ 1,601 | $ 976 |
Research and development expenses | 704 | 212 |
Accrued Milestone | 6,000 | 0 |
Other | 470 | 383 |
Total accrued expenses | $ 8,775 | $ 1,571 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Repayments Of Debt | $ 9,375,000 | $ 5,625,000 |
Revolving Credit Facility Member | Pacific Western Bank, Inc | ||
Debt Instrument [Line Items] | ||
Debt proceeds | $ 15,000,000 | |
Term loan facility payment terms | The Company made interest-only payments through March 31, 2020. Beginning in April 2020, the Company was obligated to make monthly principal payments of $625,000 (plus interest) through March 31, 2022 when the note matures. | |
Monthly principal payments | $ 625,000 | |
Debt instrument, maturity date | Mar. 31, 2022 | |
Repayments Of Debt | $ 9,400,000 | |
Interest expense | $ 400,000 | $ 900,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 25, 2021 | Jun. 19, 2020 | Dec. 31, 2021 | Nov. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2022 |
Class Of Stock [Line Items] | ||||||||
Common stock, shares issued | 101,303,000 | 101,303,000 | 52,117,000 | |||||
Payment to several nonaccredited investors | $ 100 | |||||||
Common stock reserved for issuance | 4,210,000 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Proceeds from issuance of common stock | $ 128,267 | $ 60,482 | ||||||
Follow On Public Offering | ||||||||
Class Of Stock [Line Items] | ||||||||
Shares of common stock sold | 38,986,857 | |||||||
Proceeds from sale of equity | $ 136,500 | |||||||
Underwriters Legal and Accounting Costs | 8,500 | |||||||
Proceeds from issuance of common stock | $ 128,000 | |||||||
Over Allotment Option | ||||||||
Class Of Stock [Line Items] | ||||||||
Shares of common stock sold | 3,271,857 | |||||||
Common stock, par value | $ 3.50 | |||||||
Option to purchase additional shares of common stock for underwriters | 5,357,250 | |||||||
Underwriting Public Offering | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, par value | $ 3.50 | |||||||
Trigr Therapeutics Inc | ||||||||
Class Of Stock [Line Items] | ||||||||
Stock issued on merger | 10,265,133 | 10,265,133 | ||||||
2020 Stock Option and Incentive Plan | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock reserved for issuance | 156,000 | 156,000 | 4,050,000 | |||||
Common Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Shares of common stock sold | 12,096,000 | |||||||
Purchase price per share | $ 5 | $ 5 | ||||||
Common Stock | Private Placement Offering | ||||||||
Class Of Stock [Line Items] | ||||||||
Shares of common stock sold | 12,000,000 | |||||||
Purchase price per share | $ 5 | |||||||
Common Stock | Underwriting Public Offering | ||||||||
Class Of Stock [Line Items] | ||||||||
Shares of common stock sold | 35,715,000 | |||||||
Common Stock | Olivia Ventures Inc | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares issued | 1,000,000 | 1,000,000 | ||||||
Common Stock | 2020 Stock Option and Incentive Plan | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock reserved for issuance | 2,900,000 | 2,900,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 4,029 | $ 4,016 |
Research and Development | ||
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 658 | 605 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 3,371 | $ 3,411 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Restricted Share Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock | ||
Shares | ||
Unvested at the beginning | 896 | 2,039 |
Unvested, Granted | 0 | 1 |
Unvested, Vested | (359) | (474) |
Unvested, Forfeited or canceled | (66) | (670) |
Unvested at the ending | 471 | 896 |
Estimated Fair Value Per Share | ||
Unvested at the beginning | $ 2.46 | $ 2.04 |
Unvested, Granted | 2.34 | |
Unvested, Vested | 1.83 | 1.66 |
Unvested, Forfeited or canceled | 1.70 | 1.75 |
Unvested at the ending | $ 1.76 | $ 2.46 |
Restricted stock units | 2020 Plan | ||
Shares | ||
Unvested at the beginning | 0 | |
Unvested, Granted | 1,200 | |
Unvested, Vested | 0 | |
Unvested, Forfeited or canceled | 0 | |
Unvested at the ending | 1,200 | 0 |
Estimated Fair Value Per Share | ||
share based compensation weighted average fair value granted | $ 4,596 | |
Unvested, Vested | $ 0 | |
share based compensation unvested outstanding | $ 4,596 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Intrinsic Value, Amount Per Share [Abstract] | ||
Unvested at the beginning | $ 0 | |
Unvested, Granted | $ 3.83 | |
Unvested, Vested | 0 | |
Unvested, Forfeited or canceled | 0 | |
Unvested at the ending | $ 3.83 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | Jan. 01, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unrecognized compensation cost relating to unvested restricted stock awards | $ 12.3 | |||||
Number of common stock reserved for issuance | 4,210 | |||||
Weighted average grant date fair value for options granted | $ 5.01 | |||||
Unrecognized compensation cost relating to outstanding options | $ 7.1 | |||||
2020 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of common stock reserved for issuance | 2,900 | |||||
Outstanding number of shares preceding percentage | 4.00% | 4.00% | ||||
Number of common stock reserved for issuance | 4,050 | 156 | ||||
Stock options, vesting period | 4 years | |||||
Outstanding, Weighted Average Remaining Contractual Life, Ending Balance | 10 years | |||||
Restricted Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Weighted-average grant-date fair value for unvested restricted stock | $ 2.46 | $ 1.76 | $ 2.46 | $ 2.04 | ||
Share awards granted | 0 | 1 | ||||
Unrecognized compensation cost relating to unvested restricted stock awards | $ 0.8 | |||||
Unvested stock expected to be recognized over a weighted-average period | 1 year 9 months 18 days | |||||
Stock Option | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unvested stock expected to be recognized over a weighted-average period | 2 years 9 months 18 days | |||||
Stock Option | 2020 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Outstanding, Weighted Average Remaining Contractual Life, Ending Balance | 9 years 8 months 8 days | 8 years 11 months 23 days | ||||
Restricted stock units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unrecognized compensation cost relating to unvested restricted stock awards | $ 4.4 | |||||
Unvested stock expected to be recognized over a weighted-average period | 3 years 10 months 24 days | |||||
Restricted stock units | 2020 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share awards granted | 1,200 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Weighted Average Assumptions on Grant Date Fair Value for Options Granted (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years | |
Risk-free rate | 0.36% | |
Expected volatility | 140.00% | |
Stock Option | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 1 month 6 days | 5 years 6 months |
Risk-free rate | 0.85% | 0.29% |
Expected volatility | 91.00% | 86.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - 2020 Plan - $ / shares shares in Thousands | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Weighted Average Exercise Price Per Share | ||||
Outstanding, Weighted Average Remaining Contractual Life at December 31, 2021 | 10 years | |||
Outstanding, Weighted Average Remaining Contractual Life, Ending Balance | 10 years | |||
Stock Option | ||||
Number of Nonvested Options | ||||
Outstanding, Beginning Balance | 2,159 | 3,659 | 2,159 | 0 |
Granted | 1,822 | 2,175 | ||
Exercise | 0 | |||
Forfeited/cancelled | (322) | (16) | ||
Outstanding, Ending Balance | 2,159 | 3,659 | 2,159 | 0 |
Vested, Ending Balance | 1,378 | |||
Weighted Average Exercise Price Per Share | ||||
Outstanding, Beginning Balance | $ 0 | $ 0 | ||
Granted | $ 5.02 | 5 | ||
Exercise | 0 | |||
Forfeited/cancelled | 5 | 5 | ||
Outstanding, Ending Balance | $ 5 | 5.01 | $ 5 | |
Vested at December 31, 2021 | $ 4.99 | |||
Outstanding, Weighted Average Remaining Contractual Life at December 31, 2021 | 9 years 8 months 8 days | 8 years 11 months 23 days | ||
Granted , Weighted Average Remaining Contractual Life | 9 years 3 months 7 days | |||
Outstanding, Weighted Average Remaining Contractual Life, Ending Balance | 9 years 8 months 8 days | 8 years 11 months 23 days | ||
Vested, Weighted Average Remaining Contractual Life at December 31, 2021 | 8 years 8 months 1 day |
License, Research and Collabo_2
License, Research and Collaboration Agreements - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Abl Bio Agreement Member | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Milestone Payments Received | $ 5,000 | ||
Milestone payments | 6,000 | ||
Abl Bio Agreement Member | Oncology Member | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Research and development milestone payments | 110,000 | ||
Commercial milestone payments | 295 | ||
Abl Bio Agreement Member | Ophthalmology Member | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Milestone Payment And Royalties Received | $ 185,000 | ||
Adimab Agreement | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Research and development milestone payments | $ 1,500 | ||
Collaboration agreement date | Oct. 16, 2014 | ||
Milestone payments | $ 0 | ||
Future Milestone Payments | 2,000 | ||
Future milestone payments | 2,000 | ||
FUJIFILM Diosynth Biotechnologies Agreement | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Future Milestone Payments | 1,200 | ||
Future milestone payments | 1,200 | ||
Cash payment for license agreement | 1,200 | $ 2,600 | |
Research and development | 1,000 | $ 900 | |
Total expense to be recognized | $ 2,900 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)Leases | |
Lessee, Lease, Description [Line Items] | |
Number of operating lease | Leases | 1 |
Operating lease initial term | 4 years 5 months |
Discount rate | 6.25% |
Operating lease remaining lease term | 3 years 5 months |
Abl Bio Agreement Member | |
Lessee, Lease, Description [Line Items] | |
Milestone Payments | $ | $ 6 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Undiscounted Cash Flows Reconciled to Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 1,206 | |
2023 | 1,348 | |
2024 | 1,382 | |
2025 | 426 | |
Total minimum lease payments | 4,362 | |
Less: amount of lease payments representing interest | 325 | |
Present value of future minimum lease payments | 4,037 | |
Operating lease obligations, current portion | 989 | $ 0 |
Operating lease obligations, net of long-term portion | $ 3,048 | $ 0 |
Related Parties and Related-P_2
Related Parties and Related-Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Co-Founder and Former Chief Operation Officer | ||
Related Party Transaction [Line Items] | ||
Percentage of ownership interest in common stock | 5.00% | |
Miranda Toledano [Member] | ||
Related Party Transaction [Line Items] | ||
consulting fees | $ 20,000 |
Other expense - Schedule of Oth
Other expense - Schedule of Other Income and Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income And Expenses [Abstract] | ||
Interest expense | $ (370) | $ (908) |
Interest income | 29 | 88 |
Change in fair value of derivative liability | 0 | (556) |
Realized foreign exchange loss | 0 | 1 |
Realized gain (loss) on disposal of equipment | 42 | (281) |
Total other income (expenses) | $ (299) | $ (1,656) |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Matching contributions | $ 100 | $ 200 |
Maximum | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Matching employee contributions percentage of salary to the defined contribution plan | 4.00% |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||
Federal | $ 0 | $ 22 |
State | 0 | 10 |
Total | 0 | 32 |
Deferred | ||
Federal | 0 | 0 |
State | 0 | 0 |
Total income tax expense | $ 0 | $ 32 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rate of Provision for Income Taxes differs from Federal Statutory Rate (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory rate | 21.00% | 21.00% |
Income not subject to federal corporate income tax | (0.00%) | (8.00%) |
State taxes | 2.10% | 6.40% |
Nondeductible expenses | (1.00%) | (0.50%) |
Write-off of in-process R&D | (12.90%) | 0.00% |
Research Credits | 0.80% | 0.00% |
Change in valuation allowance | (10.00%) | (19.00%) |
Total | 0.00% | (0.10%) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance for deferred tax assets | $ 18,113 | $ 6,635 |
Research And Development Credits Carryforwards | $ 1,100 | 2,100 |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 50,600 | |
State and Local Jurisdiction [Member] | Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Research And Development Credits Carry Forwards Expiration Year | 2031 | |
State and Local Jurisdiction [Member] | Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Research And Development Credits Carry Forwards Expiration Year | 2038 | |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 51,700 | |
Foreign Tax Authority [Member] | Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Research And Development Credits Carry Forwards Expiration Year | 2039 | |
Foreign Tax Authority [Member] | Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Research And Development Credits Carry Forwards Expiration Year | 2017 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 13,075 | $ 3,938 |
Research and development credits | 2,716 | 2,038 |
Share-based compensation | 706 | 609 |
Lease Liabilities | 1,131 | 0 |
Capitalized Licensing Fees | 1,637 | 0 |
Other | 22 | 126 |
Subtotal | 19,287 | 6,711 |
Less valuation allowance | (18,113) | (6,635) |
Net deferred tax assets | 1,174 | 76 |
Right-of-use assets | (1,116) | 0 |
Other | (58) | (76) |
Deferred Tax Assets, Net, Total | $ 0 | $ 0 |
Merger Transaction - Additional
Merger Transaction - Additional Information (Details) - Trigr Therapeutics Inc [Member] - USD ($) | Jun. 25, 2021 | May 11, 2021 | Jun. 30, 2021 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Merger date | May 11, 2021 | |||
Stock issued on merger | 10,265,133 | 10,265,133 | ||
Maximum eligible earnout payment | $ 9,000,000 | |||
Earnout payment to third party | 2,000,000 | |||
Provision of earnout payment for third party | 0 | |||
Business Combination, Consideration Transferred | $ 50,600,000 | |||
Fair value of stock issued on merger | 50,300,000 | |||
Accounting and Legal Costs | 300,000 | |||
In Process Research and Development [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Consideration Transferred | 50,300,000 | |||
Legal Fees | $ 300,000 | |||
CTX OO9 [Member] | ||||
Business Acquisition [Line Items] | ||||
Earnout payment on license application approval | 5,000,000 | |||
Provisions for earnout payment for license application approval | 0 | |||
Elpiscience [Member] | ||||
Business Acquisition [Line Items] | ||||
Milestone payment received | 2,000,000 | |||
Earnout payment on license application approval | $ 2,000,000 |