Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 05, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40869 | |
Entity Registrant Name | THESEUS PHARMACEUTICALS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-0712806 | |
Entity Address, Address Line One | 314 Main Street | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02142 | |
City Area Code | 857 | |
Local Phone Number | 400-9491 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | THRX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 43,576,534 | |
Entity Central Index Key | 0001745020 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 109,698 | $ 94,605 |
Short-term marketable securities | 126,936 | 103,374 |
Prepaid expenses and other current assets | 5,763 | 4,137 |
Assets, Current, Total | 242,397 | 202,116 |
Property and equipment, net | 407 | 416 |
Operating lease right-of-use asset | 4,198 | 4,334 |
Long-term marketable securities | 6,979 | 13,817 |
Other assets | 1,639 | 1,764 |
Total assets | 255,620 | 222,447 |
Current liabilities: | ||
Accounts payable | 2,185 | 4,973 |
Accrued expenses and other current liabilities | 3,691 | 5,414 |
Operating lease liability, current portion | 748 | 743 |
Total current liabilities | 6,624 | 11,130 |
Operating lease liability, net of current portion | 3,129 | 3,236 |
Restricted stock liability, net of current portion | 379 | 466 |
Total liabilities | 10,132 | 14,832 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 50,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 0 shares issued and outstanding as of March 31, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.0001 par value; 500,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 43,576,534 and 38,734,446 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 4 | 4 |
Additional paid-in capital | 372,415 | 320,183 |
Accumulated deficit | (126,772) | (112,186) |
Accumulated other comprehensive loss | (159) | (386) |
Total stockholders’ equity | 245,488 | 207,615 |
Total liabilities and stockholders’ equity | $ 255,620 | $ 222,447 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 43,576,534 | 38,734,446 |
Common stock, shares outstanding (in shares) | 43,576,534 | 38,734,446 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating expenses: | ||
Research and development | $ 12,401 | $ 6,548 |
General and administrative | 4,654 | 4,031 |
Total operating expenses | 17,055 | 10,579 |
Loss from operations | (17,055) | (10,579) |
Other income, net | 2,469 | 82 |
Total other income, net | 2,469 | 82 |
Net loss | (14,586) | (10,497) |
Net loss attributable to common stockholders-basic | (14,586) | (10,497) |
Net loss attributable to common stockholders-diluted | $ (14,586) | $ (10,497) |
Weighted-average common stock outstanding—basic (in shares) | 42,371,206 | 38,247,970 |
Weighted-average common stock outstanding—diluted (in shares) | 42,371,206 | 38,247,970 |
Net loss per share attributable to common stockholders—basic (in usd per share) | $ (0.34) | $ (0.27) |
Net loss per share attributable to common stockholders—diluted (in shares) | $ (0.34) | $ (0.27) |
Comprehensive loss: | ||
Net loss | $ (14,586) | $ (10,497) |
Unrealized gain (loss) on marketable securities | 227 | (129) |
Total comprehensive loss | $ (14,359) | $ (10,626) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | AOCI Attributable to Parent | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 37,872,604 | ||||
Beginning balance at Dec. 31, 2021 | $ 246,434 | $ 4 | $ 308,008 | $ 0 | $ (61,578) |
Increase (Decrease) in Stockholders' Equity | |||||
Vesting of restricted stock (in shares) | 85,431 | ||||
Increase (decrease ) in stock-based compensation | 2,044 | 2,044 | |||
Unrealized gain (loss) on marketable securities | (129) | (129) | |||
Net loss | (10,497) | (10,497) | |||
Ending balance (in shares) at Mar. 31, 2022 | 37,958,035 | ||||
Ending balance at Mar. 31, 2022 | 237,852 | $ 4 | 310,052 | (129) | (72,075) |
Beginning balance (in shares) at Dec. 31, 2022 | 38,422,621 | ||||
Beginning balance at Dec. 31, 2022 | 207,615 | $ 4 | 320,183 | (386) | (112,186) |
Increase (Decrease) in Stockholders' Equity | |||||
Vesting of restricted stock (in shares) | 66,015 | ||||
Increase (decrease ) in stock-based compensation | 2,993 | 2,993 | |||
Vesting of early exercised options (in shares) | 21,620 | ||||
Vesting of early exercised options | $ 87 | 87 | |||
Vesting of early exercised options (in shares) | 17,880 | 17,880 | |||
Vesting of early exercised options | $ 48 | 48 | |||
Vesting of restricted stock units, less shares withheld and retired to satisfy tax obligations (in shares) | 7,907 | ||||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 4,816,301 | ||||
Issuance of common stock under Employee Stock Purchase Plan | $ 49,104 | 49,104 | |||
Unrealized gain (loss) on marketable securities | 227 | 227 | |||
Net loss | (14,586) | (14,586) | |||
Ending balance (in shares) at Mar. 31, 2023 | 43,352,344 | ||||
Ending balance at Mar. 31, 2023 | $ 245,488 | $ 4 | $ 372,415 | $ (159) | $ (126,772) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 |
Stock issuance costs | $ | $ 1,343 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (14,586,000) | $ (10,497,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 20,153 | 1,000 |
Stock-based compensation expense | 2,993,000 | 2,044,000 |
Amortization and accretion of marketable securities | (813,000) | 2,000 |
Non-cash interest income | 80,000 | (162,000) |
Non-cash operating lease expense | 135,000 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,961,000) | 394,000 |
Other assets | 125,000 | 98,000 |
Accounts payable | (2,799,000) | 423,000 |
Accrued expenses and other current liabilities | (1,723,000) | 13,000 |
Operating lease liability | (101,000) | 0 |
Net cash used in operating activities | (18,630,000) | (7,684,000) |
Cash flows from investing activities: | ||
Purchases of short-term and long-term marketable securities | (56,640,000) | (90,670,000) |
Sales and maturities of short-term and long-term marketable securities | 40,877,000 | 0 |
Purchases of property and equipment | 0 | (27,000) |
Net cash used in investing activities | (15,763,000) | (90,697,000) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock under employee stock purchase plan | 49,438,000 | 0 |
Proceeds from early exercise of options | 48,000 | 0 |
Net cash provided by financing activities | 49,486,000 | 0 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 15,093,000 | (98,381,000) |
Cash, cash equivalents and restricted cash at beginning of year | 94,984,000 | 245,041,000 |
Cash, cash equivalents and restricted cash at end of period | 110,077,000 | 146,660,000 |
Supplemental disclosure of cash flows: | ||
Obtaining a right-of-use asset in exchange for an operating lease liability | 0 | 4,721,000 |
Purchases of property and equipment in accounts payable | $ 11,000 | $ 0 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Statement of Cash Flows [Abstract] | ||
Cash and cash equivalents | $ 109,698 | $ 146,281 |
Restricted cash (included in other assets) | 379 | 379 |
Total cash, cash equivalents, and restricted cash | $ 110,077 | $ 146,660 |
Nature of the Business
Nature of the Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business | Nature of the Business Theseus Pharmaceuticals, Inc. (“Theseus” or the “Company”) is a clinical-stage biopharmaceutical company focused on improving the lives of cancer patients through the discovery, development and commercialization of transformative targeted therapies. The Company was incorporated in December 2017 under the laws of the State of Delaware, and its principal offices are in Cambridge, Massachusetts. Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative US GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying condensed consolidated financial statements and footnotes to the condensed consolidated financial statements have been prepared on the same basis as the most recently audited annual consolidated financial statements and, in the opinion of management, reflect all normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of March 31, 2023 and the results of its operations and its cash flows for the interim periods presented. The results for the three months ended March 31, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023, any other interim periods, or any future year or period. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2022. Liquidity The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. The Company’s product candidates and development programs will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Because of the numerous risks and uncertainties associated with product development, the Company is unable to predict the timing or amount of increased expenses, or when or if the Company will be able to achieve or maintain profitability. Even if the Company is able to generate revenue from product sales, the Company may not become profitable. If the Company fails to become profitable or is unable to sustain profitability on a continuing basis, then the Company may be unable to continue its operations at planned levels and be forced to reduce or terminate its operations. The Company expects to incur substantial operating losses and negative cash flows from operations for the foreseeable future. In accordance with ASC 205-40, Going Concern , the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. As of March 31, 2023, the Company had an accumulated deficit of $126.8 million. During the three months ended March 31, 2023, the Company incurred a loss of $14.6 million and utilized $18.6 million of cash in operations. The Company expects to continue to generate operating losses for the foreseeable future. The Company expects that its cash, cash equivalents, and marketable securities of $243.6 million at March 31, 2023 will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next twelve months from issuance of the accompanying condensed consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The significant accounting policies and estimates used in the preparation of the accompanying condensed consolidated financial statements are described in the Company’s audited consolidated financial statements, which were included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on March 9, 2023 (“Annual Report”). There have been no material changes in the Company’s significant accounting policies during the three months ended March 31, 2023, except as noted below. Unaudited Interim Financial Information The accompanying condensed consolidated financial statements and the accompanying notes as of March 31, 2023 and December 31, 2022 and for the three months ended March 31, 2023 and 2022 are unaudited. The condensed consolidated interim financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of March 31, 2023 and the results of its operations for the three months ended March 31, 2023 and 2022 and its cash flows for the three months ended March 31, 2023 and 2022. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Estimates and judgments are based on historical information and other market-specific or various relevant assumptions, including in certain circumstances, future projections, that management believes to be reasonable under the circumstances. Actual results could differ materially from estimates. Significant estimates and assumptions are used for, but not limited to, the accruals for research and development expenses. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents, and marketable securities. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and have not experienced any losses on such accounts and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Such deposits have and will continue to exceed federally insured limits. The Company has not experienced any losses on its cash deposits. The Company’s short-term and long-term marketable securities are invested in high grade securities with limited concentration in any one issuer, and as a result, the Company believes represent minimal credit risk. Recently Issued and Adopted Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its condensed consolidated financial statements and disclosures. In June 2016, the FASB issued ASU No. 2016‑13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments , which has been subsequently amended (“ASU 2016‑13”). This updated accounting guidance significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on trade receivables, loans and other financial instruments. This update is effective for the Company’s fiscal year beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this new standard on January 1, 2023, and the adoption had no material impact on the Company's consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The carrying values of other current assets, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of these instruments. The Company’s marketable securities, which may include both short-term and long-term marketable securities consisting of high-quality, marketable debt instruments of corporations are measured at fair value in accordance with the fair value hierarchy. A ssets measured at fair value on a recurring basis are as follows (in thousands): FAIR VALUE MEASUREMENTS AT MARCH 31,2023 LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Cash equivalents: Money market funds $ 31,910 $ — $ — $ 31,910 Marketable securities: Commercial paper — 49,206 — 49,206 Corporate debt securities — 30,518 — 30,518 Asset-backed securities — 9,425 — 9,425 Government securities — 44,766 — 44,766 Total financial assets $ 31,910 $ 133,915 $ — $ 165,825 FAIR VALUE MEASUREMENTS AT DECEMBER 31,2022 LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Cash equivalents: Money market funds $ 6,846 $ — $ — $ 6,846 Commercial paper — 3,989 — 3,989 Marketable securities: Commercial paper — 25,187 — 25,187 Corporate debt securities — 45,673 — 45,673 Asset-backed securities — 13,574 — 13,574 Government securities — 32,757 — 32,757 Total financial assets $ 6,846 $ 121,180 $ — $ 128,026 |
Marketable Securities
Marketable Securities | 3 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable Securities The Company’s investment policy defines allowable investments and establishes guidelines relating to credit quality, diversification, and maturities of its marketable securities to preserve principal and maintain liquidity. In accordance with the Company’s investment policy, it has invested funds in marketable securities as of March 31, 2023 and December 31, 2022 . The Company’s marketable securities are classified as available-for-sale investments. The cost, gross unrealized holding gains, gross unrealized holding losses and fair value of marketable securities by types and classes of security consisted of the following (in thousands): MARCH 31, 2023 MATURITY AMORTIZED UNREALIZED UNREALIZED FAIR Commercial paper less than 1 $ 49,206 $ — $ — $ 49,206 Corporate debt securities less than 1 28,599 7 (95) 28,511 Asset-backed securities less than 1 4,462 — (9) 4,453 Government securities less than 1 44,807 49 (90) 44,766 Short-term marketable securities $ 127,074 $ 56 $ (194) $ 126,936 Corporate debt securities 1 - 2 1,993 14 — 2,007 Asset backed securities 1 - 2 5,007 — (35) 4,972 Long-term marketable securities $ 7,000 $ 14 $ (35) $ 6,979 DECEMBER 31, 2022 MATURITY AMORTIZED UNREALIZED UNREALIZED FAIR Commercial paper less than 1 $ 25,187 $ — $ — $ 25,187 Corporate debt securities less than 1 39,071 9 (185) 38,895 Asset-backed securities less than 1 8,555 2 (10) 8,547 Government securities less than 1 30,892 8 (155) 30,745 Short-term marketable securities $ 103,705 $ 19 $ (350) $ 103,374 Corporate debt securities 1 - 2 6,783 — (5) 6,778 Asset backed securities 1 - 2 5,074 — (47) 5,027 Government securities 1 - 2 2,015 — (3) 2,012 Long-term marketable securities $ 13,872 $ — $ (55) $ 13,817 The Company has recorded marketable securities at fair value in its condensed consolidated balance sheets and unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss). The amount of realized gains and losses reclassified into earnings are based on the specific identification of the securities sold or securities that reached maturity date. The amount of realized gains and losses reclassified into earnings have not been material to the Company’s condensed consolidated statements of operations. The Company generally does not intend to sell any marketable securities prior to recovery of their amortized cost basis for any marketable securities in an unrealized loss position. The Company has determined that there were no material declines in fair value of its marketable securities due to credit-related factors as of March 31, 2023 and December 31, 2022. |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net consisted of the following as of March 31, 2023 and as of December 31, 2022 (in thousands): MARCH 31, DECEMBER 31, Computer equipment $ 50 $ 50 Furniture and fixtures 341 341 Office equipment 87 76 Property and equipment 478 467 Less: accumulated depreciation (71) (51) Property and equipment, net $ 407 $ 416 Depreciation expense for the three months ended March 31, 2023 and 2022 was approximately $20,153 and $1,000, respectively. There were no impairments recorded to date. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following as of March 31, 2023 and as of December 31, 2022 (in thousands): MARCH 31, DECEMBER 31, Accrued research and development $ 1,679 $ 1,498 Accrued legal 184 164 Accrued compensation and benefits 1,188 3,130 Accrued other 291 273 Restricted stock liability, current 349 349 Total accrued expenses and other current liabilities $ 3,691 $ 5,414 |
License Agreement
License Agreement | 3 Months Ended |
Mar. 31, 2023 | |
License Agreement | |
License Agreement | License AgreementDuring the three months ended March 31, 2023, there were no changes to the Company’s license agreement with ARIAD Pharmaceuticals, Inc. (“ARIAD”). For a summary of the terms of the license agreement, including the Company’s accounting treatment, please refer to Note 7 to the Company’s audited consolidated financial statements for the year ended December 31, 2022, included in the Company’s Annual Report. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The following table presents future lease payments under the terms of the Company’s operating leases as of March 31, 2023, including a reconciliation to the present value of operating lease liabilities recognized in the condensed consolidated balance sheet (in thousands): Fiscal Year Operating Lease Remainder of 2023 $ 585 2024 797 2025 821 2026 846 Thereafter 1,995 Total future minimum lease payments 5,044 Less: imputed interest (1,167) Present value of lease liabilities $ 3,877 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings The Company may from time to time be party to litigation arising in the ordinary course of business. The Company was not subject to any material legal proceedings during the three months ended March 31, 2023, and no material legal proceedings are currently pending or, to the best of the Company’s knowledge, threatened. Indemnification Agreements The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to the indemnification agreements, the Company agrees to indemnify, hold harmless, and to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company’s business partners, in connection with any US patent or any copyright or other intellectual property infringement claim by any third-party with respect to the Company’s products. The term of these indemnification agreements is generally perpetual any time after execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. 401(k) Plan The Company maintains a defined-contribution plan under Section 401(k) of the Internal Revenue Code of 1986 (the “401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Matching contributions to the 401(k) Plan may be made at the discretion of management. The Company contributed $0.2 million to the 401(k) Plan during the three months ended March 31, 2023. There was $0.4 million in employer contributions made to the 401(k) Plan during the year ended December 31, 2022. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Preferred Stock The Company was authorized to issue up to 50,000,000 shares of preferred stock, $0.0001 par value per share, as of March 31, 2023 and December 31, 2022, respectively. There were no shares of preferred stock outstanding as of March 31, 2023 and December 31, 2022, respectively. Common Stock The Company was authorized to issue 500,000,000 shares of common stock, $0.0001 par value per share, as of March 31, 2023 and as of December 31, 2022, respectively. The voting, dividend and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preference of the holders of any series of preferred stock. Voting Rights Each share of common stock entitles the holder to one vote on all matters submitted to the stockholders for a vote. Dividends Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of the Company’s common stock are entitled to receive dividends out of funds legally available if and when the Board, in its discretion, determines to issue dividends. As of March 31, 2023, no cash dividends have been declared or paid. Liquidation Rights |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Equity Incentive Plans In September 2021, the Company adopted the Theseus Pharmaceuticals, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), which replaced the 2018 Stock Incentive Plan (the “2018 Plan”) and allows for the issuance of stock options, restricted stock awards, restricted stock units (“RSUs”), and other types of equity awards. No further awards were made under the 2018 Plan as of the effective date of the 2021 Plan. Any options or awards outstanding under the 2018 Plan are governed by their existing terms. On the first day of each fiscal year of the Company during the term of the Plan, commencing on January 1, 2023 and ending on (and including) January 1, 2031, the aggregate number of Common Shares that may be issued under the Plan shall automatically increase by a number equal to the lesser of (a) five percent (5%) of the total number of Common Shares actually issued and outstanding on the last day of the preceding fiscal year, or (b) a number of Common Shares determined by the Board. As of March 31, 2023 and December 31, 2022, the number of shares of common stock reserved for issuance were 11,043,865 and 9,132,930 shares, respectively. Of those shares reserved for issuance, there were 2,038,026 and 1,843,494 shares available for future grant as of March 31, 2023 and December 31, 2022, respectively. The 2021 Plan is administered by the Board (or its compensation committee), and the exercise prices, vesting and other restrictions for the awards are determined at the discretion of the Board, except that the exercise price per share of stock options may not be less than 100% of the fair market value of the common stock on the date of grant. Stock options awarded under the 2021 Plan expire ten years after the grant date unless the Board sets a shorter term. Stock options and restricted stock units granted to employees and non-employees typically vest over four years. Shares of restricted common stock awards granted to employees, officers, members of the Board, advisors, and consultants of the Company typically vest over five years. Certain executives who are option holders are able to early exercise stock option awards prior to full satisfaction of the vesting conditions. If and when this occurs, the executive receives restricted common stock upon exercise of the option, and the shares remain subject to the Company’s right of repurchase until the remaining vesting terms are met. During the year ended December 31, 2021, options to purchase 345,930 shares of common stock were exercised early. As of March 31, 2023 and December 31, 2022, the Company recognized $0.7 million and $0.8 million, respectively, as a liability related to the early exercise. The amount of remaining unvested shares related to the early exercise as of March 31, 2023 and December 31, 2022 were 180,173 and 201,793, respectively. There were no additional early exercises of options during the three months ended March 31, 2023. Employee Stock Purchase Plan In September 2021, the Company’s board of directors adopted, and its stockholders approved, the 2021 Employee Stock Purchase Plan (the "ESPP"), which became effective on October 6, 2021. The number of shares of common stock initially reserved for issuance under the ESPP was 400,000. In addition, on the first day of each fiscal year of the Company during the term of the ESPP, commencing on January 1, 2023 and concluding on January 1, 2041, the aggregate number of shares of common stock reserved for issuance under the ESPP shall automatically increase by a number equal to the lesser of (i) one percent (1%) of the total number of shares of common stock actually issued and outstanding on the last day of the preceding fiscal year, and (ii) a number of shares of common stock determined by the Company’s board of directors. The ESPP enables eligible employees to purchase shares of common stock of the Company at the end of each offering period at a price equal to 85% of the lower of the fair market value of the common stock at the commencement date of each offering period or the relevant date of purchase. As of March 31, 2023, the number of shares of common stock that may be issued under the ESPP is 755,548. Stock Option Valuation The assumptions that the Company used in Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted are as follows: FOR THE THREE MONTHS ENDED FOR THE YEAR ENDED Risk-free interest rate 3.54% - 3.99% 1.60% - 4.20% Expected term (in years) 6.08 - 6.08 1.03 - 6.08 Expected volatility 88.75% - 89.15% 78.00% - 90.51% Expected dividend yield 0% 0% A summary of option activity under the 2021 Plan during the three months ended March 31, 2023, is as follows (in thousands except share, per share data and contractual terms): SHARES WEIGHTED-AVERAGE WEIGHTED-AVERAGE AGGREGATE Outstanding as of December 31, 2022 7,257,786 $ 5.95 8.58 $ 10,751 Granted 1,424,630 11.40 Exercised (17,880) 2.70 Outstanding as of March 31, 2023 8,664,536 $ 6.85 8.59 27,995 Options vested and exercisable as of March 31, 2023 3,085,309 $ 4.68 8.13 $ 15,174 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The weighted-average per share grant date fair value of options granted during the three months ended March 31, 2023 and 2022 was $8.63 and $7.68, respectively. As of March 31, 2023, there was $33.5 million of unrecognized stock-based compensation expense related to unvested stock options. The unrecognized stock-based compensation expense is estimated to be recognized over a period of 2.6 years as of March 31, 2023. Restricted Stock Units The Company issues RSUs that generally vest over a four-year period with 25% of the RSUs vesting one year from the vesting commencement date, and the remainder vesting quarterly thereafter over the following 36 months. Any unvested shares underlying an RSU will be forfeited upon termination of services. The fair value of an RSU is equal to the fair market value price of the Company’s common stock on the date of grant. A summary of RSU activity during the three months ended March 31, 2023 is as follows: SHARES WEIGHTED-AVERAGE Unvested shares at December 31, 2022 31,650 $ 11.21 Granted 317,560 8.84 Vested and released (7,907) 11.21 Unvested shares at March 31, 2023 341,303 $ 9.00 As of March 31, 2023, there was $3.0 million of unrecognized stock-based compensation expense related to unvested RSUs. The unrecognized stock-based compensation expense is estimated to be recognized over a period of 3.9 years as of March 31, 2023. Shares of Restricted Common Stock The Company issued shares of restricted common stock to its founders in May 2018, which vest monthly over five years through May 2023. At issuance, these shares also contained certain performance-based vesting criteria which were associated with the milestone events applicable to the formerly outstanding shares of Series A preferred stock, two of which were achieved in 2020. In conjunction with the termination of the Series A preferred stock purchase agreement, the final performance-based vesting criteria was waived, leaving only service-based vesting criteria remaining for the founders’ shares through the end of the requisite service period. As noted above, certain executives who are option holders are able to early exercise stock option awards prior to full satisfaction of the vesting conditions. If and when such exercise occurs, the executive receives shares of restricted common stock. Early exercise shares are included in the table below. A summary of restricted common stock activity during the three months ended March 31, 2023 is as follows: SHARES WEIGHTED-AVERAGE Unvested shares at December 31, 2022 311,825 $ 3.96 Vesting of restricted common stock (87,635) 2.02 Unvested shares at March 31, 2023 224,190 $ 4.72 As of March 31, 2023, there was $1.1 million of unrecognized stock-based compensation expense related to unvested restricted common stock. The unrecognized stock-based compensation expense is estimated to be recognized over a period of 1.7 years as of March 31, 2023. Stock-based Compensation Expense Total stock-based compensation expense recorded as research and development and general and administrative expenses, respectively, for employees, directors and non-employees during the three months ended March 31, 2023 and 2022 was as follows (in thousands): THREE MONTHS ENDED MARCH 31, 2023 2022 Research and development $ 1,520 $ 1,008 General and administrative 1,473 1,036 $ 2,993 $ 2,044 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesIncome taxes for the three months ended March 31, 2023 and 2022 have been calculated based on an estimated annual effective tax rate and certain discrete items. For the three months ended March 31, 2023 and 2022, no income tax was recorded, as the Company recognized losses and maintains a full valuation allowance against its net deferred tax assets. The Company has never been examined by the Internal Revenue Service or any other jurisdiction for any tax years and, as such, all years within the applicable statutes of limitations are potentially subject to audit. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic and diluted loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding (in thousands, except share and per share data): THREE MONTHS ENDED MARCH 31, 2023 2022 Numerator: Net loss $ (14,586) $ (10,497) Net loss attributable to common stockholders - basic and diluted $ (14,586) $ (10,497) Denominator: Weighted-average common stock outstanding - basic and diluted 42,371,206 38,247,970 Net loss per share attributable to common stockholders - basic and diluted $ (0.34) $ (0.27) The Company’s potentially dilutive securities, which include preferred stock, unvested restricted common stock, unvested RSUs and stock options, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following from the computation of diluted net loss per share attributable to common stockholders for the three months ended March 31, 2023 and 2022 because including them would have had an anti-dilutive effect: MARCH 31, 2023 2022 Unvested restricted stock 224,190 744,615 Unvested RSUs 341,303 35,900 Options to purchase common stock 8,664,536 6,820,843 9,230,029 7,601,358 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial InformationThe accompanying condensed consolidated financial statements and the accompanying notes as of March 31, 2023 and December 31, 2022 and for the three months ended March 31, 2023 and 2022 are unaudited. The condensed consolidated interim financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of March 31, 2023 and the results of its operations for the three months ended March 31, 2023 and 2022 and its cash flows for the three months ended March 31, 2023 and 2022. |
Use of Estimates | Use of EstimatesThe preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Estimates and judgments are based on historical information and other market-specific or various relevant assumptions, including in certain circumstances, future projections, that management believes to be reasonable under the circumstances. Actual results could differ materially from estimates. Significant estimates and assumptions are used for, but not limited to, the accruals for research and development expenses. |
Concentration of Credit Risk | Concentration of Credit RiskFinancial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents, and marketable securities. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and have not experienced any losses on such accounts and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Such deposits have and will continue to exceed federally insured limits. The Company has not experienced any losses on its cash deposits. The Company’s short-term and long-term marketable securities are invested in high grade securities with limited concentration in any one issuer, and as a result, the Company believes represent minimal credit risk. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its condensed consolidated financial statements and disclosures. In June 2016, the FASB issued ASU No. 2016‑13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments , which has been subsequently amended (“ASU 2016‑13”). This updated accounting guidance significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on trade receivables, loans and other financial instruments. This update is effective for the Company’s fiscal year beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this new standard on January 1, 2023, and the adoption had no material impact on the Company's consolidated financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | A ssets measured at fair value on a recurring basis are as follows (in thousands): FAIR VALUE MEASUREMENTS AT MARCH 31,2023 LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Cash equivalents: Money market funds $ 31,910 $ — $ — $ 31,910 Marketable securities: Commercial paper — 49,206 — 49,206 Corporate debt securities — 30,518 — 30,518 Asset-backed securities — 9,425 — 9,425 Government securities — 44,766 — 44,766 Total financial assets $ 31,910 $ 133,915 $ — $ 165,825 FAIR VALUE MEASUREMENTS AT DECEMBER 31,2022 LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Cash equivalents: Money market funds $ 6,846 $ — $ — $ 6,846 Commercial paper — 3,989 — 3,989 Marketable securities: Commercial paper — 25,187 — 25,187 Corporate debt securities — 45,673 — 45,673 Asset-backed securities — 13,574 — 13,574 Government securities — 32,757 — 32,757 Total financial assets $ 6,846 $ 121,180 $ — $ 128,026 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Cost, Gross Unrealized Holding Gains, Gross Unrealized Holding Losses and Fair Value of Investments by Types and Classes of Security | The cost, gross unrealized holding gains, gross unrealized holding losses and fair value of marketable securities by types and classes of security consisted of the following (in thousands): MARCH 31, 2023 MATURITY AMORTIZED UNREALIZED UNREALIZED FAIR Commercial paper less than 1 $ 49,206 $ — $ — $ 49,206 Corporate debt securities less than 1 28,599 7 (95) 28,511 Asset-backed securities less than 1 4,462 — (9) 4,453 Government securities less than 1 44,807 49 (90) 44,766 Short-term marketable securities $ 127,074 $ 56 $ (194) $ 126,936 Corporate debt securities 1 - 2 1,993 14 — 2,007 Asset backed securities 1 - 2 5,007 — (35) 4,972 Long-term marketable securities $ 7,000 $ 14 $ (35) $ 6,979 DECEMBER 31, 2022 MATURITY AMORTIZED UNREALIZED UNREALIZED FAIR Commercial paper less than 1 $ 25,187 $ — $ — $ 25,187 Corporate debt securities less than 1 39,071 9 (185) 38,895 Asset-backed securities less than 1 8,555 2 (10) 8,547 Government securities less than 1 30,892 8 (155) 30,745 Short-term marketable securities $ 103,705 $ 19 $ (350) $ 103,374 Corporate debt securities 1 - 2 6,783 — (5) 6,778 Asset backed securities 1 - 2 5,074 — (47) 5,027 Government securities 1 - 2 2,015 — (3) 2,012 Long-term marketable securities $ 13,872 $ — $ (55) $ 13,817 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following as of March 31, 2023 and as of December 31, 2022 (in thousands): MARCH 31, DECEMBER 31, Computer equipment $ 50 $ 50 Furniture and fixtures 341 341 Office equipment 87 76 Property and equipment 478 467 Less: accumulated depreciation (71) (51) Property and equipment, net $ 407 $ 416 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following as of March 31, 2023 and as of December 31, 2022 (in thousands): MARCH 31, DECEMBER 31, Accrued research and development $ 1,679 $ 1,498 Accrued legal 184 164 Accrued compensation and benefits 1,188 3,130 Accrued other 291 273 Restricted stock liability, current 349 349 Total accrued expenses and other current liabilities $ 3,691 $ 5,414 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of Future Minimum Payments Required Under the Lease | The following table presents future lease payments under the terms of the Company’s operating leases as of March 31, 2023, including a reconciliation to the present value of operating lease liabilities recognized in the condensed consolidated balance sheet (in thousands): Fiscal Year Operating Lease Remainder of 2023 $ 585 2024 797 2025 821 2026 846 Thereafter 1,995 Total future minimum lease payments 5,044 Less: imputed interest (1,167) Present value of lease liabilities $ 3,877 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Valuation Assumptions | The assumptions that the Company used in Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted are as follows: FOR THE THREE MONTHS ENDED FOR THE YEAR ENDED Risk-free interest rate 3.54% - 3.99% 1.60% - 4.20% Expected term (in years) 6.08 - 6.08 1.03 - 6.08 Expected volatility 88.75% - 89.15% 78.00% - 90.51% Expected dividend yield 0% 0% |
Schedule of Summary of Option Activity | A summary of option activity under the 2021 Plan during the three months ended March 31, 2023, is as follows (in thousands except share, per share data and contractual terms): SHARES WEIGHTED-AVERAGE WEIGHTED-AVERAGE AGGREGATE Outstanding as of December 31, 2022 7,257,786 $ 5.95 8.58 $ 10,751 Granted 1,424,630 11.40 Exercised (17,880) 2.70 Outstanding as of March 31, 2023 8,664,536 $ 6.85 8.59 27,995 Options vested and exercisable as of March 31, 2023 3,085,309 $ 4.68 8.13 $ 15,174 |
Schedule of RSU Activity | A summary of RSU activity during the three months ended March 31, 2023 is as follows: SHARES WEIGHTED-AVERAGE Unvested shares at December 31, 2022 31,650 $ 11.21 Granted 317,560 8.84 Vested and released (7,907) 11.21 Unvested shares at March 31, 2023 341,303 $ 9.00 |
Schedule of Restricted Common Stock Activity | A summary of restricted common stock activity during the three months ended March 31, 2023 is as follows: SHARES WEIGHTED-AVERAGE Unvested shares at December 31, 2022 311,825 $ 3.96 Vesting of restricted common stock (87,635) 2.02 Unvested shares at March 31, 2023 224,190 $ 4.72 |
Schedule of Stock-Based Compensation Expense | Total stock-based compensation expense recorded as research and development and general and administrative expenses, respectively, for employees, directors and non-employees during the three months ended March 31, 2023 and 2022 was as follows (in thousands): THREE MONTHS ENDED MARCH 31, 2023 2022 Research and development $ 1,520 $ 1,008 General and administrative 1,473 1,036 $ 2,993 $ 2,044 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss Per Share | Basic and diluted loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding (in thousands, except share and per share data): THREE MONTHS ENDED MARCH 31, 2023 2022 Numerator: Net loss $ (14,586) $ (10,497) Net loss attributable to common stockholders - basic and diluted $ (14,586) $ (10,497) Denominator: Weighted-average common stock outstanding - basic and diluted 42,371,206 38,247,970 Net loss per share attributable to common stockholders - basic and diluted $ (0.34) $ (0.27) |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The Company excluded the following from the computation of diluted net loss per share attributable to common stockholders for the three months ended March 31, 2023 and 2022 because including them would have had an anti-dilutive effect: MARCH 31, 2023 2022 Unvested restricted stock 224,190 744,615 Unvested RSUs 341,303 35,900 Options to purchase common stock 8,664,536 6,820,843 9,230,029 7,601,358 |
Nature of the Business (Details
Nature of the Business (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ 126,772 | $ 112,186 | |
Net loss | 14,586 | $ 10,497 | |
Net cash used in operating activities | 18,630 | $ 7,684 | |
Amount of cash and cash equivalents, and investments | $ 243,600 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Total financial assets | $ 165,825 | $ 128,026 |
Commercial paper | ||
Assets | ||
Fair value | 49,206 | 25,187 |
Corporate debt securities | ||
Assets | ||
Fair value | 30,518 | 45,673 |
Asset-backed securities | ||
Assets | ||
Fair value | 9,425 | 13,574 |
Government securities | ||
Assets | ||
Fair value | 44,766 | 32,757 |
Money market funds | ||
Assets | ||
Cash equivalents | 31,910 | 6,846 |
Commercial paper | ||
Assets | ||
Cash equivalents | 3,989 | |
LEVEL 1 | ||
Assets | ||
Total financial assets | 31,910 | 6,846 |
LEVEL 1 | Commercial paper | ||
Assets | ||
Fair value | 0 | 0 |
LEVEL 1 | Corporate debt securities | ||
Assets | ||
Fair value | 0 | 0 |
LEVEL 1 | Asset-backed securities | ||
Assets | ||
Fair value | 0 | 0 |
LEVEL 1 | Government securities | ||
Assets | ||
Fair value | 0 | 0 |
LEVEL 1 | Money market funds | ||
Assets | ||
Cash equivalents | 31,910 | 6,846 |
LEVEL 1 | Commercial paper | ||
Assets | ||
Cash equivalents | 0 | |
LEVEL 2 | ||
Assets | ||
Total financial assets | 133,915 | 121,180 |
LEVEL 2 | Commercial paper | ||
Assets | ||
Fair value | 49,206 | 25,187 |
LEVEL 2 | Corporate debt securities | ||
Assets | ||
Fair value | 30,518 | 45,673 |
LEVEL 2 | Asset-backed securities | ||
Assets | ||
Fair value | 9,425 | 13,574 |
LEVEL 2 | Government securities | ||
Assets | ||
Fair value | 44,766 | 32,757 |
LEVEL 2 | Money market funds | ||
Assets | ||
Cash equivalents | 0 | 0 |
LEVEL 2 | Commercial paper | ||
Assets | ||
Cash equivalents | 3,989 | |
LEVEL 3 | ||
Assets | ||
Total financial assets | 0 | 0 |
LEVEL 3 | Commercial paper | ||
Assets | ||
Fair value | 0 | 0 |
LEVEL 3 | Corporate debt securities | ||
Assets | ||
Fair value | 0 | 0 |
LEVEL 3 | Asset-backed securities | ||
Assets | ||
Fair value | 0 | 0 |
LEVEL 3 | Government securities | ||
Assets | ||
Fair value | 0 | 0 |
LEVEL 3 | Money market funds | ||
Assets | ||
Cash equivalents | $ 0 | 0 |
LEVEL 3 | Commercial paper | ||
Assets | ||
Cash equivalents | $ 0 |
Marketable Securities - Schedul
Marketable Securities - Schedule of Cost, Gross Unrealized Holding Gains, Gross Unrealized Holding Losses and Fair Value of Investments by Types and Classes of Security (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Short-term marketable securities | ||
Investments | ||
Amortized cost | $ 127,074 | $ 103,705 |
Unrealized gain | 56 | 19 |
Unrealized loss | (194) | (350) |
Fair value | 126,936 | 103,374 |
Long-term marketable securities | ||
Investments | ||
Amortized cost | 7,000 | 13,872 |
Unrealized gain | 14 | 0 |
Unrealized loss | (35) | (55) |
Fair value | 6,979 | 13,817 |
Commercial paper | Short-term marketable securities | ||
Investments | ||
Amortized cost | 49,206 | 25,187 |
Unrealized gain | 0 | 0 |
Unrealized loss | 0 | 0 |
Fair value | 49,206 | 25,187 |
Corporate debt securities | Short-term marketable securities | ||
Investments | ||
Amortized cost | 28,599 | 39,071 |
Unrealized gain | 7 | 9 |
Unrealized loss | (95) | (185) |
Fair value | 28,511 | 38,895 |
Corporate debt securities | Long-term marketable securities | ||
Investments | ||
Amortized cost | 1,993 | 6,783 |
Unrealized gain | 14 | 0 |
Unrealized loss | 0 | (5) |
Fair value | 2,007 | 6,778 |
Asset-backed securities | Short-term marketable securities | ||
Investments | ||
Amortized cost | 4,462 | 8,555 |
Unrealized gain | 0 | 2 |
Unrealized loss | (9) | (10) |
Fair value | 4,453 | 8,547 |
Asset-backed securities | Long-term marketable securities | ||
Investments | ||
Amortized cost | 5,007 | 5,074 |
Unrealized gain | 0 | 0 |
Unrealized loss | (35) | (47) |
Fair value | 4,972 | 5,027 |
Government securities | Short-term marketable securities | ||
Investments | ||
Amortized cost | 44,807 | 30,892 |
Unrealized gain | 49 | 8 |
Unrealized loss | (90) | (155) |
Fair value | $ 44,766 | 30,745 |
Government securities | Long-term marketable securities | ||
Investments | ||
Amortized cost | 2,015 | |
Unrealized gain | 0 | |
Unrealized loss | (3) | |
Fair value | $ 2,012 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property and Equipment, net | ||
Property and equipment, gross | $ 478 | $ 467 |
Less: accumulated depreciation | (71) | (51) |
Property and equipment, net | 407 | 416 |
Computer equipment | ||
Property and Equipment, net | ||
Property and equipment, gross | 50 | 50 |
Furniture and fixtures | ||
Property and Equipment, net | ||
Property and equipment, gross | 341 | 341 |
Office equipment | ||
Property and Equipment, net | ||
Property and equipment, gross | $ 87 | $ 76 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 20,153 | $ 1,000 |
Impairments recorded to date | $ 0 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued research and development | $ 1,679 | $ 1,498 |
Accrued legal | 184 | 164 |
Accrued compensation and benefits | 1,188 | 3,130 |
Accrued other | 291 | 273 |
Restricted stock liability, current | 349 | 349 |
Accrued expenses and other current liabilities | $ 3,691 | $ 5,414 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Payments Required Under the Lease (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Leases [Abstract] | |
Remainder of 2023 | $ 585 |
2024 | 797 |
2025 | 821 |
2026 | 846 |
Thereafter | 1,995 |
Total future minimum lease payments | 5,044 |
Less: imputed interest | (1,167) |
Operating lease liability | $ 3,877 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
401(k) Plan | ||
Commitments and Contingencies | ||
Amount employer contributions made to the 401(k) Plan | $ 0.2 | $ 0.4 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 3 Months Ended | |||
Mar. 31, 2023 USD ($) Vote $ / shares shares | Dec. 31, 2022 $ / shares shares | Mar. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares | |
Equity [Abstract] | ||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||
Preferred stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preferred stock outstanding (in shares) | 0 | 0 | ||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Number of votes per share of common stock | Vote | 1 | |||
Common stock, cash dividend | $ | $ 0 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
May 31, 2018 | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 $ / shares | Dec. 31, 2021 shares | Dec. 31, 2022 USD ($) shares | Sep. 30, 2021 shares | Mar. 31, 2021 | |
Stock-Based Compensation | |||||||
Options to purchase common stock, exercised (in shares) | 17,880 | ||||||
Weighted-average per share grant date fair value of options granted (in usd per share) | $ / shares | $ 8.63 | $ 7.68 | |||||
Unrecognized stock-based compensation expense related to unvested stock options | $ | $ 33.5 | ||||||
Recognition period | 1 year 8 months 12 days | ||||||
Employee Stock | |||||||
Stock-Based Compensation | |||||||
Annual percentage increase in aggregate number of common stock reserved for issuance | 0.01 | ||||||
Shares available for future grant under the Plan (in shares) | 755,548 | ||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 400,000 | ||||||
ESPP, discount from market price, percentage | 85% | ||||||
Share-Based Payment Arrangement, Option | |||||||
Stock-Based Compensation | |||||||
Recognition period | 2 years 7 months 6 days | ||||||
Restricted Stock Units (RSUs) | |||||||
Stock-Based Compensation | |||||||
Vesting period | 4 years | ||||||
Unrecognized stock-based compensation expense related to unvested stock options | $ | $ 3 | ||||||
Recognition period | 3 years 10 months 24 days | ||||||
Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Tranche One | |||||||
Stock-Based Compensation | |||||||
Award vesting rights, percentage | 25% | ||||||
Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Tranche Two | |||||||
Stock-Based Compensation | |||||||
Vesting period | 36 months | ||||||
Restricted Stock | |||||||
Stock-Based Compensation | |||||||
Vesting period | 5 years | ||||||
Unrecognized stock-based compensation expense | $ | $ 1.1 | ||||||
2021 Plan | |||||||
Stock-Based Compensation | |||||||
Annual percentage increase in aggregate number of common stock reserved for issuance | 0.05 | ||||||
Shares reserved under the Plan (in shares) | 11,043,865 | 9,132,930 | |||||
Shares available for future grant under the Plan (in shares) | 2,038,026 | 1,843,494 | |||||
Expiration period | 10 years | ||||||
Share-based compensation arrangement by share-based payment award, options, liability for early exercise | $ | $ 0.7 | $ 0.8 | |||||
2021 Plan | Early Exercised Stock Options | |||||||
Stock-Based Compensation | |||||||
Options to purchase common stock, exercised (in shares) | 0 | 345,930 | |||||
Share-based compensation arrangement by share-based payment award, options, nonvested, number of shares | 180,173 | 201,793 | |||||
2021 Plan | Share-Based Payment Arrangement, Option | |||||||
Stock-Based Compensation | |||||||
Vesting period | 4 years | ||||||
2021 Plan | Restricted Stock Units (RSUs) | |||||||
Stock-Based Compensation | |||||||
Vesting period | 4 years | ||||||
2021 Plan | Restricted Stock | |||||||
Stock-Based Compensation | |||||||
Vesting period | 5 years |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Valuation Assumptions (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Stock-Based Compensation | ||
Expected volatility, minimum | 88.75% | 78% |
Expected volatility, maximum | 89.15% | 90.51% |
Expected dividend yield | 0% | 0% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 3.54% | 1.60% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 3.99% | 4.20% |
Minimum | ||
Stock-Based Compensation | ||
Expected term (in years) | 6 years 29 days | 1 year 10 days |
Maximum | ||
Stock-Based Compensation | ||
Expected term (in years) | 6 years 29 days | 6 years 29 days |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Summary of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
SHARES | ||
Outstanding as of beginning of period (in shares) | 7,257,786 | |
Granted (in shares) | 1,424,630 | |
Exercised (in shares) | (17,880) | |
Outstanding as of end of period (in shares) | 8,664,536 | 7,257,786 |
Options vested and exercisable (in shares) | 3,085,309 | |
WEIGHTED-AVERAGE PER-SHARE EXERCISE PRICE | ||
Outstanding as of end of period (in usd per share) | $ 6.85 | $ 5.95 |
Granted (in usd per share) | 11.40 | |
Exercised (in usd per share) | 2.70 | |
Outstanding as of beginning of period (in usd per share) | 5.95 | |
Options vested and exercisable (in usd per share) | $ 4.68 | |
WEIGHTED-AVERAGE REMAINING CONTRACTUAL TERM | ||
Weighted-average remaining contractual term | 8 years 7 months 2 days | 8 years 6 months 29 days |
Weighted-average remaining contractual term, vested and exercisable | 8 years 1 month 17 days | |
AGGREGATE INTRINSIC VALUE | ||
Aggregate intrinsic value | $ 27,995 | $ 10,751 |
Aggregate intrinsic value, vested and exercisable | $ 15,174 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Restricted Common Stock Activity (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Weighted-average per-share grant-date fair value | |
Unrecognized stock-based compensation expense related to unvested stock options | $ | $ 33.5 |
Recognition period | 1 year 8 months 12 days |
Restricted Stock Units (RSUs) | |
Shares | |
Unvested shares, Beginning balance (in shares) | shares | 31,650 |
Granted (in shares) | shares | 317,560 |
Vested and released (in shares) | shares | (7,907) |
Unvested shares, Ending balance (in shares) | shares | 341,303 |
Weighted-average per-share grant-date fair value | |
Unvested shares, Beginning balance (in usd per share) | $ / shares | $ 11.21 |
Granted (in usd per share) | $ / shares | 8.84 |
Vested and released (in usd per share) | $ / shares | 11.21 |
Unvested shares, Ending balance (in usd per share) | $ / shares | $ 9 |
Unrecognized stock-based compensation expense related to unvested stock options | $ | $ 3 |
Recognition period | 3 years 10 months 24 days |
Restricted Stock | |
Shares | |
Unvested shares, Beginning balance (in shares) | shares | 311,825 |
Vested and released (in shares) | shares | (87,635) |
Unvested shares, Ending balance (in shares) | shares | 224,190 |
Weighted-average per-share grant-date fair value | |
Unvested shares, Beginning balance (in usd per share) | $ / shares | $ 3.96 |
Vested and released (in usd per share) | $ / shares | 2.02 |
Unvested shares, Ending balance (in usd per share) | $ / shares | $ 4.72 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock-Based Compensation | ||
Stock-based compensation expense | $ 2,993 | $ 2,044 |
Research and development | ||
Stock-Based Compensation | ||
Stock-based compensation expense | 1,520 | 1,008 |
General and administrative | ||
Stock-Based Compensation | ||
Stock-based compensation expense | $ 1,473 | $ 1,036 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax | $ 0 | $ 0 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net loss | $ (14,586) | $ (10,497) |
Net loss attributable to common stockholders - basic | (14,586) | (10,497) |
Net loss attributable to common stockholders - diluted | $ (14,586) | $ (10,497) |
Denominator: | ||
Weighted-average common stock outstanding - basic (in shares) | 42,371,206 | 38,247,970 |
Weighted-average common stock outstanding - diluted (in shares) | 42,371,206 | 38,247,970 |
Net loss per share attributable to common stockholders - basic (in usd per share) | $ (0.34) | $ (0.27) |
Net loss per share attributable to common stockholders - diluted (in usd per share) | $ (0.34) | $ (0.27) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Anti-dilutive Effect | ||
Shares excluded since there inclusion would be anti-dilutive (in shares) | 9,230,029 | 7,601,358 |
Unvested restricted stock | ||
Anti-dilutive Effect | ||
Shares excluded since there inclusion would be anti-dilutive (in shares) | 224,190 | 744,615 |
Restricted Stock Units (RSUs) | ||
Anti-dilutive Effect | ||
Shares excluded since there inclusion would be anti-dilutive (in shares) | 341,303 | 35,900 |
Options to purchase common stock | ||
Anti-dilutive Effect | ||
Shares excluded since there inclusion would be anti-dilutive (in shares) | 8,664,536 | 6,820,843 |