Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 09, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ACRV | |
Entity Registrant Name | Acrivon Therapeutics, Inc. | |
Entity Central Index Key | 0001781174 | |
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 | |
Entity Common Stock, Shares Outstanding | 20,884,862 | |
Entity Current Reporting Status | No | |
Entity Shell Company | false | |
Entity File Number | 001-41551 | |
Entity Tax Identification Number | 82-5125532 | |
Entity Address, Address Line One | 480 Arsenal Way | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Watertown | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02472 | |
City Area Code | 617 | |
Local Phone Number | 207-8979 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 32,080 | $ 99,603 |
Investments | 44,743 | |
Prepaid expenses and other current assets | 1,849 | 805 |
Total current assets | 78,672 | 100,408 |
Property and equipment, net | 2,151 | 290 |
Operating lease right-of-use assets | 4,958 | 5,501 |
Restricted cash | 388 | 388 |
Deferred offering costs | 1,544 | |
Total assets | 87,713 | 106,587 |
Current liabilities: | ||
Accounts payable | 1,976 | 964 |
Accrued expenses and other current liabilities | 3,698 | 1,286 |
Operating lease liabilities, current | 717 | 664 |
Total current liabilities | 6,391 | 2,914 |
Operating lease liabilities, long-term | 4,420 | 4,964 |
Total liabilities | 10,811 | 7,878 |
Commitments and contingencies (Note 13) | ||
Series convertible preferred stock | 122,518 | 122,518 |
Stockholders’ deficit: | ||
Common stock, par value $0.001; 40,013,683 shares authorized as of September 30, 2022 and December 31, 2021; 1,794,600 and 1,769,561 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively. | 2 | 2 |
Additional paid-in capital | 1,618 | 1,054 |
Accumulated other comprehensive loss | (133) | |
Accumulated deficit | (47,103) | (24,865) |
Total stockholders’ deficit | (45,616) | (23,809) |
Total liabilities, convertible preferred stock and stockholders’ deficit | 87,713 | 106,587 |
Series A-1 Convertible Preferred Stock | ||
Current liabilities: | ||
Series convertible preferred stock | 22,502 | 22,502 |
Series B Convertible Preferred Stock | ||
Current liabilities: | ||
Series convertible preferred stock | $ 100,016 | $ 100,016 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Temporary equity, shares authorized | 27,471,911 | 27,471,911 |
Temporary equity, shares issued | 27,471,911 | 27,471,911 |
Temporary equity, shares outstanding | 27,471,911 | 27,471,911 |
Temporary equity, liquidation preference | $ 122,846 | $ 122,846 |
Common stock, per share value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 40,013,683 | 40,013,683 |
Common stock, shares, issued | 1,794,600 | 1,769,561 |
Common stock, shares, outstanding | 1,794,600 | 1,769,561 |
Series A-1 Convertible Preferred Stock | ||
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 9,904,806 | 9,904,806 |
Temporary equity, shares issued | 9,904,806 | 9,904,806 |
Temporary equity, shares outstanding | 9,904,806 | 9,904,806 |
Temporary equity, liquidation preference | $ 22,583 | $ 22,583 |
Series B Convertible Preferred Stock | ||
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 17,567,105 | 17,567,105 |
Temporary equity, shares issued | 17,567,105 | 17,567,105 |
Temporary equity, shares outstanding | 17,567,105 | 17,567,105 |
Temporary equity, liquidation preference | $ 100,263 | $ 100,263 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating expenses: | ||||
Total operating expenses | $ 9,575 | $ 2,671 | $ 22,712 | $ 11,914 |
Loss from operations | (9,575) | (2,671) | (22,712) | (11,914) |
Other income (expense): | ||||
Other income (expense), net | 377 | (3) | 474 | 38 |
Change in fair value of preferred stock tranche rights | (50) | |||
Change in fair value of anti-dilution right | 234 | 26 | ||
Total other income, net | 377 | 231 | 474 | 14 |
Net loss | $ (9,198) | $ (2,440) | $ (22,238) | $ (11,900) |
Net loss per share—basic | $ (5.17) | $ (1.38) | $ (12.55) | $ (6.86) |
Net loss per share—diluted | $ (5.17) | $ (1.38) | $ (12.55) | $ (6.86) |
Weighted-average common stock outstanding—basic | 1,778,255 | 1,769,132 | 1,772,491 | 1,734,560 |
Weighted-average common stock outstanding—diluted | 1,778,255 | 1,769,132 | 1,772,491 | 1,734,560 |
Comprehensive loss: | ||||
Net loss | $ (9,198) | $ (2,440) | $ (22,238) | $ (11,900) |
Other comprehensive loss: | ||||
Unrealized loss on available-for-sale investments, net of tax | (133) | (133) | ||
Comprehensive loss | (9,331) | (2,440) | (22,371) | (11,900) |
Research and Development | ||||
Operating expenses: | ||||
Total operating expenses | 7,942 | 2,216 | 18,087 | 10,665 |
General and Administrative | ||||
Operating expenses: | ||||
Total operating expenses | $ 1,633 | $ 455 | $ 4,625 | $ 1,249 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Beginning Balance | $ (36,576) | $ (30,989) | $ (23,809) | $ (17,358) | $ (14,837) | $ (8,413) | $ (23,809) | $ (8,413) | $ (8,413) |
Beginning Balance of Temporary Equity, Shares | 27,471,911 | 27,471,911 | |||||||
Beginning Balance of Temporary Equity, Value | $ 122,518 | $ 122,518 | |||||||
Issuance of common stock related to license agreement with Eli Lilly | 349 | ||||||||
Exercise of common stock options | 24 | 1 | |||||||
Exercise of common stock options, Shares | 2,148,679 | 881,611 | |||||||
Unrealized loss on available-for-sale investments, net of tax | (133) | $ (133) | |||||||
Stock-based compensation expense | 267 | 233 | 40 | 27 | 27 | 139 | |||
Net loss | (9,198) | (5,820) | (7,220) | (2,440) | (2,548) | (6,912) | (22,238) | (11,900) | |
Ending Balance | $ (45,616) | $ (36,576) | $ (30,989) | $ (19,770) | $ (17,358) | $ (14,837) | $ (45,616) | $ (19,770) | $ (23,809) |
Ending Balance of Temporary Equity, Shares | 27,471,911 | 27,471,911 | 27,471,911 | ||||||
Ending Balance of Temporary Equity, Value | $ 122,518 | $ 122,518 | $ 122,518 | ||||||
Convertible Preferred Stock | |||||||||
Beginning Balance of Temporary Equity, Shares | 27,471,911 | 27,471,911 | 27,471,911 | 9,904,806 | 9,904,806 | 4,422,350 | 27,471,911 | 4,422,350 | 4,422,350 |
Beginning Balance of Temporary Equity, Value | $ 122,518 | $ 122,518 | $ 122,518 | $ 22,502 | $ 22,502 | $ 9,667 | $ 122,518 | $ 9,667 | $ 9,667 |
Issuance of Series A-1 convertible preferred stock, net of issuance costs of $33 | $ 12,467 | ||||||||
Issuance of Series A-1 convertible preferred stock, net of issuance cost, shares | 5,321,132 | ||||||||
Issuance of Series A-1 convertible preferred stock related to settlement of preferred stock tranche rights | $ 368 | ||||||||
Issuance of Series A-1 convertible preferred stock related to settlement of preferred stock tranche rights, Shares | 161,324 | ||||||||
Ending Balance of Temporary Equity, Shares | 27,471,911 | 27,471,911 | 27,471,911 | 9,904,806 | 9,904,806 | 9,904,806 | 27,471,911 | 9,904,806 | 27,471,911 |
Ending Balance of Temporary Equity, Value | $ 122,518 | $ 122,518 | $ 122,518 | $ 22,502 | $ 22,502 | $ 22,502 | $ 122,518 | $ 22,502 | $ 122,518 |
Common Stock | |||||||||
Beginning Balance | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | $ 1 | $ 2 | $ 1 | $ 1 |
Beginning Balance, Shares | 1,769,561 | 1,769,561 | 1,769,561 | 1,769,055 | 1,769,055 | 1,432,480 | 1,769,561 | 1,432,480 | 1,432,480 |
Issuance of common stock related to license agreement with Eli Lilly | $ 1 | ||||||||
Issuance of common stock related to license agreement with Eli Lilly, Shares | 336,575 | ||||||||
Exercise of common stock options, Shares | 506 | 25,039 | |||||||
Ending Balance | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 |
Ending Balance, Shares | 1,794,600 | 1,769,561 | 1,769,561 | 1,769,561 | 1,769,055 | 1,769,055 | 1,794,600 | 1,769,561 | 1,769,561 |
Additional Paid-In Capital | |||||||||
Beginning Balance | $ 1,327 | $ 1,094 | $ 1,054 | $ 722 | $ 695 | $ 208 | $ 1,054 | $ 208 | $ 208 |
Issuance of common stock related to license agreement with Eli Lilly | 348 | ||||||||
Exercise of common stock options | 24 | 1 | |||||||
Stock-based compensation expense | 267 | 233 | 40 | 27 | 27 | 139 | |||
Ending Balance | 1,618 | 1,327 | 1,094 | 750 | 722 | 695 | 1,618 | 750 | 1,054 |
Accumulated Other Comprehensive Income | |||||||||
Unrealized loss on available-for-sale investments, net of tax | (133) | ||||||||
Ending Balance | (133) | (133) | |||||||
Accumulated Deficit | |||||||||
Beginning Balance | (37,905) | (32,085) | (24,865) | (18,082) | (15,534) | (8,622) | (24,865) | (8,622) | (8,622) |
Net loss | (9,198) | (5,820) | (7,220) | (2,440) | (2,548) | (6,912) | |||
Ending Balance | $ (47,103) | $ (37,905) | $ (32,085) | $ (20,522) | $ (18,082) | $ (15,534) | $ (47,103) | $ (20,522) | $ (24,865) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS (UNAUDITED) (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2021 USD ($) | |
Series A-1 Convertible Preferred Stock | |
Issuance costs | $ 33 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Cash flows from operating activities: | |||
Net loss | $ (22,238,000) | $ (11,900,000) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | $ 9,000 | 239,000 | 24,000 |
Stock-based compensation expense | 540,000 | 193,000 | |
Non-cash lease expense | 543,000 | 593,000 | |
Net amortization of premiums and accretion of discounts on investments | (182,000) | ||
License agreement paid for with common stock | 349,000 | ||
Anti-dilution right assumed with license agreement | 233,000 | ||
Change in fair value of preferred stock tranche rights | 50,000 | ||
Change in fair value of anti-dilution right | (234,000) | (26,000) | |
Gain upon extinguishment of PPP loan | (58,000) | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | (1,044,000) | (133,000) | |
Accounts payable | 482,000 | 494,000 | |
Accrued expenses and other liabilities | 1,388,000 | 135,000 | |
Operating lease liabilities | (491,000) | (309,000) | |
Net cash used in operating activities | (20,763,000) | (10,355,000) | |
Cash flows from investing activities: | |||
Purchases of investments | (49,367,000) | ||
Proceeds from sales and maturities of investments | 4,673,000 | ||
Purchases of property and equipment | (1,915,000) | (101,000) | |
Net cash used in investing activities | (46,609,000) | (101,000) | |
Cash flows from financing activities: | |||
Proceeds from issuance of Series A-1 preferred stock in second and third closings, net of issuance costs | 12,467,000 | ||
Payments of deferred offering costs | (175,000) | ||
Proceeds from exercise of stock options | 24,000 | 1,000 | |
Net cash (used in) provided by financing activities | (151,000) | 12,468,000 | |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (67,523,000) | 2,012,000 | |
Cash, cash equivalents and restricted cash at beginning of period | 99,991,000 | 1,990,000 | |
Cash, cash equivalents and restricted cash at end of period | 4,002,000 | 32,468,000 | 4,002,000 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Fair value of preferred stock tranche rights recognized as Series A-1 preferred stock upon issuance of milestone shares | 368,000 | ||
Purchases of property and equipment included in accrued expenses | 185,000 | ||
Supplemental cash flow information: | |||
Right-of-use assets obtained in exchange for operating lease liability | 6,201,000 | ||
Deferred offering costs in accounts payable and accrued expenses | 1,369,000 | ||
Unrealized loss on available-for-sale investments, net of tax | 133,000 | ||
Reconciliation of cash, cash equivalents, and restricted cash: | |||
Cash and cash equivalents | 3,614,000 | 32,080,000 | 3,614,000 |
Restricted cash | 388,000 | 388,000 | 388,000 |
Total cash, cash equivalents, and restricted cash | $ 4,002,000 | $ 32,468,000 | $ 4,002,000 |
Nature of the Business
Nature of the Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of the Business | 1. Nature of the Business Acrivon Therapeutics, Inc., (the “Company”) is a clinical stage biopharmaceutical company developing oncology medicines that the Company matches to patients whose tumors are predicted to be sensitive to each specific medicine by utilizing its proteomics-based patient responder identification platform. The Company’s pipeline includes the Phase 2 lead program, ACR-368, referred to as prexasertib, a targeted oncology asset, as well as preclinical stage pipeline programs targeting critical nodes in the DNA Damage Response and cell cycle regulation pathways, including WEE1, a protein kinase, and PKMYT1, a closely related protein serine/threonine kinase. The Company was incorporated in March 2018 under the laws of the state of Delaware, and its principal offices are in Watertown, Massachusetts. Also in March 2018, the Company formed Acrivon AB, a wholly-owned subsidiary of the Company, established in Lund, Sweden. In December 2021, the Company formed Acrivon Securities Corporation, a wholly-owned subsidiary, established in Massachusetts. Liquidity As an emerging growth entity, the Company has devoted substantially all of its resources since inception to organizing and staffing the Company, business planning, raising capital, establishing its intellectual property portfolio, acquiring or discovering drug candidates, research and development activities for ACR-368 and other compounds, establishing arrangements with third parties for the manufacture of its drug candidates and component materials, and providing general and administrative support for these operations. As a result, the Company has incurred significant operating losses and negative cash flows from operations since its inception and anticipates such losses and negative cash flows will continue for the foreseeable future. The Company has incurred recurring losses since its inception, including net losses of $ 22.2 million and $ 11.9 million for the nine months ended September 30, 2022, and 2021, respectively. As of September 30, 2022, the Company had an accumulated deficit of $ 47.1 million. To date, the Company has not generated any revenues and expects to continue generating operating losses for the foreseeable future as it continues to expand its research and development efforts. Since its inception, the Company has funded its operations primarily with proceeds from the sales of shares of its convertible preferred stock and the issuance of convertible notes, and most recently, through an initial public offering and concurrent private placement. The Company expects that its existing cash, cash equivalents and investments of $ 76.8 million as of September 30, 2022, in addition to $ 92.4 million of net proceeds, or $ 104.5 million following the sale pursuant to the partial exercise of the underwriters’ option to purchase additional shares, in each case after deducting underwriting discounts and commissions and the placement agent fee, but before deducting offering expenses payable by the Company, from the Company’s initial public offering (“IPO”) and a concurrent private placement, will be sufficient to fund its operating expenses and capital expenditure requirements for at least twelve months from the date these condensed consolidated financial statements were issued. The Company will need additional funding to support its planned operating activities. There can be no assurances, however, that the current operating plan will be achieved or that additional funding will be available on terms acceptable to the Company, or at all. If the Company is unable to obtain sufficient funding, it could be required to delay its development efforts, limit activities and reduce research and development costs, which could adversely affect its business prospects. Initial Public Offering, Reverse Stock Split and Concurrent Private Placement On November 17, 2022, the Company closed its IPO, pursuant to which it issued and sold 7,550,000 shares of its common stock at a public offering price of $ 12.50 per share. In connection with the IPO, the Company granted the underwriters a 30-day option to purchase 1,132,500 additional shares of common stock. On December 14, 2022, the underwriters partially exercised the option to purchase 1,035,540 additional shares. The sale pursuant to the exercise of the underwriters’ option to purchase additional shares is expected to close on December 16, 2022, upon which the Company will issue 1,035,540 shares of common stock for anticipated gross proceeds of $ 12.9 million. The Company estimates the aggregate net proceeds from the IPO, including the exercise by the underwriters of their option to purchase additional shares, will be approximately $ 99.8 million, after deducting underwriting discounts and commissions of $ 7.5 million, but before deducting offering expenses payable by the Company, which are estimated to be $ 2.9 million. In connection with the IPO, the Company effected a 1-for-2.46 6 reverse stock split of the Company’s common stock and adjusted the ratio at which the Company’s preferred stock is convertible into common stock, the number of shares available for issuance under the 2019 Stock Incentive Plan (“2019 Plan”) and the number of options and exercise prices of options granted under the 2019 Plan as a result of the 1-for-2.466 reverse stock split. Accordingly, all common shares, stock options, and per share information presented in the accompanying condensed consolidated financial statements and notes thereto have been adjusted, where applicable, to reflect the reverse stock split on a retroactive basis for all periods presented. The per share par value and authorized number of shares of the Company’s common stock were not adjusted as a result of the reverse stock split. Upon the closing of the IPO, all of the Company's then-outstanding shares of convertible preferred stock converted into 11,140,262 shares of common stock at the applicable conversion ratio then in effect. Subsequent to the closing of the IPO, there were no shares of convertible preferred stock outstanding. The condensed consolidated financial statements as of September 30, 2022, including share and per share amounts, do not give effect to the IPO, as it closed subsequent to September 30, 2022. The Company also completed a private placement which closed concurrently with the IPO, in which the Company issued and sold 400,000 shares of its common stock at $ 12.50 per share to Chione Limited, an existing investor of the Company (the “Concurrent Private Placement”). The Company received aggregate net proceeds of $ 4.7 million from the Concurrent Private Placement, after deducting the placement agent fee. COVID-19 Considerations In March 2020, the World Health Organization declared the outbreak of the novel coronavirus, COVID-19, a pandemic. The pandemic has resulted in the closing of borders, enhanced health screenings, health care service preparation and delivery, quarantines, cancellations, disruptions to supply chains, as well as general concern and uncertainty. The Company cannot predict the future progression or full impact of the outbreak and its effects on the Company’s business and operations. Additionally, COVID-19 has resulted in substantial market volatility and may result in a significant economic downturn. The Company will continue to actively monitor the current international and domestic impacts of and responses to COVID-19 and its related risks. The Company considered the potential effects of the COVID-19 pandemic on its financial statements and noted that there is no material effect on the condensed consolidated financial statements as of September 30, 2022 and 2021. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies 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 for the year ended December 31, 2021 included in the Company’s final prospectus for its initial public offering filed pursuant to Rule 424(b)(4) under the Securities Act of 1933, with the Securities and Exchange Commission (the “SEC”), on November 16, 2022. There have been no material changes in the Company’s significant accounting policies during the nine months ended September 30, 2022, except as noted below. Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the operations of Acrivon Therapeutics, Inc. and its wholly-owned subsidiaries. All intercompany accounts, transactions and balances have been eliminated in consolidation. The condensed consolidated interim financial statements have been prepared on the same basis as the audited annual 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 at September 30, 2022 and the results of its operations and its cash flows for the nine months ended September 30, 2022 and 2021. The condensed balance sheet as of December 31, 2021 was derived from audited annual financial statements but does not include all disclosures required by U.S. GAAP. The results for the nine months ended September 30, 2022 are not necessarily indicative of results to be expected for the full year or for any other subsequent interim period. Investments The Company classifies all investments with an original maturity of greater than three months and less than one year upon purchase as available-for-sale. Available-for-sale securities are recorded at fair value based upon market prices at period end, with the unrealized gains and losses reported in other comprehensive loss. The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in interest income in the consolidated statements of operations. Realized gains and losses, and declines in value judged to be other than temporary on available-for-sale securities are included in other income (expense), net in the consolidated statements of operations. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income in the consolidated statements of operation. To determine whether an other-than-temporary impairment exists, the Company considers whether it has the ability and intent to hold the investment until a market price recovery, and whether evidence indicating the recoverability of the cost of the investment outweighs evidence to the contrary. No such adjustments were necessary during the periods presented. The Company evaluates its investments with unrealized losses for other-than-temporary impairment. When assessing investments for other-than-temporary declines in value, the Company considers such factors as, among other things, how significant the decline in value is as a percentage of the original cost, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions in general. Recently Adopted Accounting Pronouncements ASU 2019-12, Simplifying the Accounting for Income Tax In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Tax (“ ASU 2019-12 ”). The standard contains several provisions that reduce financial statement complexity including removing the exception to the incremental approach for intra-period tax expense allocation when a company has a loss from continuing operations and income from other items not included in continuing operations. The Company adopted this accounting standard as of January 1, 2022 , with no material impact on its condensed consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted ASU 2016-13, Financial Instruments–Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05, and ASU 2020-03 (collectively, "Topic 326"). Topic 326 significantly changes the impairment model for most financial assets and certain other instruments. Topic 326 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 loans and other financial instruments. The measurement will be based on relevant information, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount and requires disclosure requirements related to credit risks. ASU 2016-13 is effective for the Company’s fiscal year beginning after December 15, 2022 and subsequent interim periods. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-Term Investments | 3. Investments The following table summarizes the amortized cost and estimated fair value of the Company's U.S. Treasury securities and U.S. government-sponsored enterprise securities, which are considered to be available-for-sale investments and were included in investments on the condensed consolidated balance sheets (in thousands): September 30, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasury securities $ 31,120 $ — $ ( 59 ) $ 31,061 U.S. government-sponsored enterprise securities 13,756 — ( 74 ) 13,682 $ 44,876 $ — $ ( 133 ) $ 44,743 Certain short-term debt securities with original maturities of less than 90 days are included in cash and cash equivalents on the condensed consolidated balance sheet and are not included in the table above. As of September 30, 2022, all investments had contractual maturities within one year . |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 4. Fair Value Measurement The following tables present information about the Company’s financial assets measured at fair value on a recurring basis (in thousands): Fair Value Measurements at September 30, 2022 Using: Assets: Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 17,328 $ 17,328 $ — $ — U.S. Treasury securities 5,209 5,209 — — U.S. government-sponsored enterprise securities 2,000 — 2,000 — Investments: — U.S. Treasury securities 31,061 31,061 — — U.S. government-sponsored enterprise securities 13,682 — 13,682 — Total assets $ 69,280 $ 53,598 $ 15,682 $ — Fair Value Measurements at December 31, 2021 Using: Assets: Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 79,000 $ 79,000 $ — $ — Total assets $ 79,000 $ 79,000 $ — $ — The Company classifies its money market funds, U.S. Treasury securities, and commercial paper as Level 1 assets under the fair value hierarchy as these assets have been valued using quoted market prices in active markets without any valuation adjustment. The Company classifies its U.S. government-sponsored enterprise securities as Level 2 assets under the fair value hierarchy as these assets have been valued using information obtained through a third-party pricing service as of the balance sheet date, using observable market inputs that may include trade information, broker or dealer quotes, bids, offers, or a combination of these data sources. During the nine months ended September 30, 2022 and year ended December 31, 2021, there were no transfers between levels. The Company uses the carrying amounts of its restricted cash, prepaid expenses and other current assets, accounts payable and accrued expenses to approximate their fair value due to the short-term nature of these amounts. Preferred Stock Tranche Rights In October 2020, the Company issued Series A-1 convertible preferred stock (“Series A-1 Preferred Stock”). According to the Series A-1 Preferred Stock subscription agreement, the Company was obligated to issue second and third tranches of Series A-1 Preferred Stock upon the Company’s successful completion of future science-driven milestone events, such as entering into in-licensing agreements, contracting with a contract research organization (“CRO”) to conduct phase 2 clinical trials, and identifying compounds for lead drug candidates. As a result, the Company’s obligation to issue additional Series A-1 Preferred Stock was recognized as a tranche obligation (the “Preferred Stock Tranche Rights”), which was subject to revaluation at each balance sheet date. Changes in fair value were recorded as a component of other income (expense), net in the consolidated statements of operations and comprehensive loss until the Preferred Stock Tranche Rights were settled in January 2021. The Company determined that the Preferred Stock Tranche Rights are freestanding financial instruments. The freestanding financial instruments were classified as a liability on the Company’s consolidated balance sheets and initially recorded at fair value. The liability was subsequently remeasured to fair value at each reporting date until settled in January 2021, and changes in the fair value of the preferred stock tranche liability were recognized as a component of other income (expense) in the consolidated statements of operations and comprehensive loss. The fair value of the Preferred Stock Tranche Rights was based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The Preferred Stock Tranche Rights were valued as a forward contract. The value was determined using a probability-weighted present value calculation. In determining the fair value of the tranche rights obligation, estimates and assumptions impacting the fair value included the per share estimated fair value of the Company’s Series A-1 Preferred Stock, discount rates, estimated time to tranche closing, and probability of each tranche closing. The Company determined the per share estimated fair value of the Series A-1 Preferred Stock by back-solving to the initial proceeds of the Series A-1 Preferred Stock financing. The Company remeasured the Preferred Stock Tranche Rights at each reporting period and prior to the settlement of the Preferred Stock Tranche Rights in January 2021. The following reflects the ranges of significant quantitative inputs used in the valuation of the Preferred Stock Tranche Rights during the nine months ended September 30, 2021, which reflects the inputs used at remeasurement prior to settlement in January 2021: Nine Months Ended Implied fair value of Series A-1 Preferred Stock $ 2.35 Discount rate N/A Time to milestone event (years) 0.00 Probability of tranche closing 100 % The following provides a roll forward of the fair value of the Preferred Stock Tranche Rights measured at fair value on a recurring basis using Level 3 significant unobservable inputs (in thousands): Balance at December 31, 2020 $ 318 Change in fair value 50 Fair value recognized as Series A-1 Preferred Stock upon settlement of ( 368 ) Balance at September 30, 2021 $ — Anti-dilution Right In accordance with a license agreement and stock issuance agreement between Eli Lilly and Company (“Lilly”) and the Company (collectively, the “Lilly Agreement”) entered into in January 2021, the Company was obligated to issue capital stock in a subsequent financing to Lilly in order to maintain a specified, single-digit percentage ownership of the Company upon specified conditions (the “Anti-dilution Right”). The Company determined that the Anti-dilution Right is a freestanding financial instrument. The freestanding financial instrument was classified as an asset or liability on the Company’s consolidated balance sheets and initially recorded at fair value. The fair value of the Anti-dilution Right was based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. A change in the assumptions related to the valuation of the Anti-dilution Right could have a significant impact on the value of the obligation. The Anti-dilution Right was valued as a forward contract. The value was determined using a probability-weighted present value calculation. In determining the fair values of the obligation, estimates and assumptions impacting fair value included the per share estimated fair value of the Company’s Series B convertible preferred stock (“Series B Preferred Stock”), discount rates, estimated time to share issuance and probability of each share issuance. The Anti-dilution Right was subsequently revalued until anti-dilution shares were issued in November 2021, with changes in fair value for each reporting period recognized in other income (expense), net in the consolidated statements of operations and comprehensive loss. Upon issuance of the anti-dilution shares, the fair value of the Anti-dilution Right was recognized as Series B Preferred Stock. In full satisfaction of the Anti-dilution Right, the Company issued Lilly 46,058 shares of Series B Preferred Stock in November 2021. The following reflects the ranges of significant quantitative inputs used in the valuation of the Anti-dilution Right during the nine months ended September 30, 2021: Nine Months Ended Volatility 125 % Risk-free rate 0.0 % - 0.1 % Discount rate 47.5 % Implied issuance price of Series B $ 0.84 - $ 6.11 Probability of settlement 10 % - 80 % The following provides a roll forward of the fair value of the Anti-dilution Right measured at fair value on a recurring basis using Level 3 significant unobservable inputs (in thousands): Balance at December 31, 2020 $ — Issuance of Anti-dilution Right 233 Change in fair value of Anti-dilution Right ( 26 ) Balance at September 30, 2021 $ 207 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, net Property and equipment, net consisted of the following (in thousands): September 30, December 31, Laboratory and computer equipment $ 2,274 $ 267 Furniture 172 79 Total property and equipment 2,446 346 Less: accumulated depreciation ( 295 ) ( 56 ) Property and equipment, net $ 2,151 $ 290 Depreciation expense related to property and equipment for the three and nine months ended September 30, 2022 was $ 0.1 million and $ 0.2 million, respectively. Depreciation expense related to property and equipment for the three and nine months ended September 30, 2021 was $ 9,000 and $ 24,000 , respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, Accrued compensation and benefits $ 1,299 $ 667 Accrued research and development expenses 1,099 408 Accrued offering costs 839 — Accrued property and equipment 185 — Accrued other 157 78 Accrued legal 119 67 Deferred sublease income — 66 Total accrued expenses and other current liabilities $ 3,698 $ 1,286 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | 7. Leases In April 2018, the Company entered into a lease agreement for laboratory and office space located at 700 N. Main Street, Cambridge, Massachusetts. The lease term, which commenced in April 2018 and was set to expire in April 2020 , was extended in March 2020 for an additional one-year period. The lease was cancellable with 30 days’ notice. The Company elected the short-term lease measurement and recognition exemption under ASC 842 for the one-year period extension and therefore did not recognize the lease on the Company’s condensed consolidated balance sheets. In September 2020, the Company entered into an operating lease agreement, denominated in Swedish Krona, for office space located in Lund, Sweden. The term of the lease commenced in October 2020 and is scheduled to expire in September 2023 , with lease payments being made on a quarterly basis. In December 2020, the Company entered into a lease agreement for laboratory and office space located at 480 Arsenal Way, Watertown, Massachusetts (the “Arsenal Way Lease”). The term of the lease commenced in April 2021 . The lease has an initial term from the rent commencement date, which is a month after the lease commencement date, of approximately seven years , with an option to extend the term for an additional five years at then-market rental rates. In connection with the execution of the lease agreement, the Company delivered a letter of credit of $ 0.3 million to the landlord, which is included in restricted cash in the accompanying condensed consolidated balance sheets. The landlord contributed an aggregate of $ 0.7 million toward the cost of tenant improvements for the premises. Under the terms of the lease, the base rent is $ 1.0 million, subject to a 3 % annual rent increase, plus an allocation of operating expenses and taxes. In May 2021, the Company entered into an agreement to sublease 6,330 rentable square feet of its Arsenal Way Lease to a subtenant through March 2023 . Sublease income is recognized on a straight-line basis over the term of the sublease agreement. Sublease rent income was $ 0.2 million for each of the three months ended September 30, 2022 and 2021, and $ 0.6 million and $ 0.2 million for the nine months ended September 30, 2022 and 2021, respectively, which was allocated and recorded as a reduction to general and administrative expenses and research and development expenses. The Company was not relieved of its primary obligation under the Arsenal Way Lease as a result of the sublease. The Company recognizes monthly operating lease expense on a straight-line basis over the term of the lease as research and development or general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss. Variable lease expense relates primarily to office lease common area maintenance, insurance, and property taxes, is expensed as incurred, and is excluded from the calculation of the lease liabilities and right-of-use-assets. Variable lease expense for the three and nine months ended September 30, 2022 was $ 0.1 million and $ 0.4 million, respectively. Variable lease expense for the three and nine months ended September 30, 2021 was $ 0.1 million and $ 0.2 million, respectively. The following table summarizes the presentation of the Company’s operating leases on its condensed consolidated balance sheet (in thousands): Leases Balance sheet classification September 30, December 31, Assets: Operating lease assets Operating lease right-of-use assets $ 4,958 $ 5,501 Total lease assets $ 4,958 $ 5,501 Liabilities: Current: Operating lease liabilities Operating lease liability, current $ 717 $ 664 Noncurrent: Operating lease liabilities Operating lease liability, long-term 4,420 4,964 Total lease liabilities $ 5,137 $ 5,628 The components of lease cost under ASC 842 included within research and development expenses and general and administrative expenses in the Company’s condensed consolidated statement of operations and comprehensive loss were as follows (in thousands): Three Months Ended Nine Months Ended Lease cost 2022 2021 2022 2021 Operating lease cost $ 286 $ 368 $ 857 $ 831 Short-term lease cost — — — 131 Variable lease cost 130 109 393 176 Sublease income ( 134 ) ( 134 ) ( 403 ) ( 157 ) Total lease cost $ 282 $ 343 $ 847 $ 981 As of September 30, 2022, the weighted-average remaining lease term for operating leases was 5.6 years and the weighted-average discount rate was 7.86 %. Cash paid for amounts included in the measurement of lease liabilities was $ 0.8 million for the nine months ended September 30, 2022. Future minimum annual lease commitments under the Company’s non-cancellable operating leases as of September 30, 2022 were as follows (in thousands): Year ended December 31, Amount 2022 (remaining 3 months) $ 272 2023 1,087 2024 1,098 2025 1,131 2026 1,165 Thereafter 1,604 Total lease payments 6,357 Less: interest ( 1,220 ) Present value of operating lease liabilities $ 5,137 |
License Agreement
License Agreement | 9 Months Ended |
Sep. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
License Agreement | 8. License Agreement In January 2021, the Company entered into the Lilly Agreement with Lilly, pursuant to which the Company has been granted an exclusive, royalty-bearing sublicensable license to certain patents owned or controlled by Lilly, to commercially develop, manufacture, use, distribute and sell therapeutic products containing the compound prexasertib. The license from Lilly comprises three families of patent filings all relating to ACR-368. Additionally, pursuant to the Lilly Agreement, the Company received ACR-368 drug substance and drug product to be used in future research. As initial consideration for the license, the Company made a one-time, non-creditable, non-refundable upfront payment of $ 5.0 million. As additional consideration for the license, the Company is required to pay Lilly aggregate development and commercial milestone payments of up to $ 168.0 million, of which $ 5.0 million is due prior to a new drug application. The Company is also obligated to pay a tiered percentage royalty on annual net sales ranging from single-digit up to a maximum of 10 %, subject to certain specified reductions. Royalties are payable by the Company on a licensed product-by-licensed product and country-by-country basis until the later of the expiration of the last valid claim covering the licensed product in such country, expiration of all applicable regulatory exclusivities in such country for such licensed product and the tenth anniversary of the first commercial sale of such licensed product in such country, provided, that the Company’s obligation to pay royalties for a given licensed product in a given country will expire earlier upon achievement of certain sales thresholds by generic products in such country. In addition to the cash consideration described above, the Company issued 336,575 shares of its common stock to Lilly in an amount equal to 5.0 % of the Company’s capital stock on a fully diluted basis as of the date of the Lilly Agreement. The Company agreed to issue its capital stock to Lilly pursuant to the Anti-dilution Right. In November 2021, the Company completed its Series B Preferred Stock financing. The financing triggered the settlement of the Anti-dilution Right, resulting in the issuance of 46,058 shares of Series B Preferred Stock to Lilly with a then fair value of $ 0.3 million. The Company determined that the Lilly Agreement represented an asset acquisition as substantially all of the fair value of the gross assets acquired was concentrated in the group of IPR&D assets, which all were similarly identifiable assets with no alternative future use and recognized the aggregate acquisition cost as acquired IPR&D expense in the condensed consolidated statements of operations and comprehensive loss. During the nine months ended September 30, 2021, the Company recognized $ 5.5 million of research and development expense in connection with the consideration due under the Lilly Agreement. The $ 5.5 million consisted of (i) $ 0.2 million initial recognition of the Anti-dilution Right, (ii) $ 0.3 million fair value for the 336,575 shares of common stock issued to Lilly and (iii) the upfront cash consideration for the license arrangement of $ 5.0 million. As of September 30, 2022, no milestone payments or royalties have been incurred related to the Lilly Agreement. |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | 9. Convertible Preferred Stock Series A-1 Preferred Stock In October 2020, the Board of Directors (the “Board”) authorized the sale and issuance of Series A-1 Preferred Stock in three closings. In October 2020, as part of the first closing of the Series A-1 Preferred Stock, the Company issued 1,315,789 shares of Series A-1 Preferred Stock with a par value of $ 0.001 and a purchase price of $ 2.28 per share, and an additional 3,106,561 shares of the Series A-1 Preferred Stock upon conversion of the Company’s convertible notes. The second and third closings of the Series A-1 Preferred Stock financing were dependent upon the Company’s successful completion of future science-driven milestone events, such as entering into in-licensing agreements, contracting with a CRO to conduct phase 2 clinical trials, and identifying compounds for lead drug candidates. The obligations to issue additional shares of Series A-1 Preferred Stock in subsequent financings, or Preferred Stock Tranche Rights, were recorded as a liability. In January 2021, upon effectiveness of the Lilly Agreement, the Company completed the second and third closings and issued an aggregate of 5,482,456 shares of Series A-1 Preferred Stock. Series A-1 Preferred Stock issued in the second and third closings had a par value of $ 0.001 and had a purchase price of $ 2.28 per share, which was equal to fair value as estimated by the Company’s management by taking into consideration the results obtained from a third-party valuation, among other factors. The Company incurred issuance costs of $ 0.2 million in connection with these transactions. Series B Preferred Stock In November 2021, the Board authorized the sale and issuance of Series B Preferred Stock. In November 2021, the Company issued 17,521,047 shares of Series B Preferred Stock, with a par value of $ 0.001 and a purchase price of $ 5.70742 per share, and an additional 46,058 shares of Series B Preferred Stock to settle the Company’s Anti-dilution Right in connection with the Lilly Agreement. The Company incurred issuance costs of $ 0.2 million in connection with this transaction. Upon the issuance of Series A-1 Preferred Stock and Series B Preferred Stock (collectively, “Preferred Stock”), the Company assessed the embedded conversion and liquidation features of the shares and determined that such features did not require the Company to separately account for these features. Preferred Stock consisted of the following as of September 30, 2022 and December 31, 2021 (in thousands, except share amounts): September 30, 2022 Preferred Preferred Stock Carrying Liquidation Common Stock Series A-1 Preferred Stock 9,904,806 9,904,806 $ 22,502 $ 22,583 4,016,545 Series B Preferred Stock 17,567,105 17,567,105 100,016 100,263 7,123,717 Total 27,471,911 27,471,911 $ 122,518 $ 122,846 11,140,262 December 31, 2021 Preferred Preferred Stock Carrying Liquidation Common Stock Series A-1 Preferred Stock 9,904,806 9,904,806 $ 22,502 $ 22,583 4,016,545 Series B Preferred Stock 17,567,105 17,567,105 100,016 100,263 7,123,717 Total 27,471,911 27,471,911 $ 122,518 $ 122,846 11,140,262 Upon the closing of the Company’s initial public offering on November 17, 2022, all outstanding shares of Preferred Stock converted into 11,140,262 shares of common stock. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2022 | |
Class Of Stock Disclosures [Abstract] | |
Common Stock | 10. Common Stock Prior to the IPO, the voting, dividend and liquidation rights of the holders of the Company’s common stock were subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock as set forth above and described in the Company’s final prospectus for the IPO filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on November 16, 2022. As of September 30, 2022 and December 31, 2021, the Company’s Amended and Restated Certificate of Incorporation authorized the Company to issue 40,013,683 shares of common stock, respectively, with a par value of $ 0.001 . The holders of the common stock are entitled to one vote for each share of common stock held at all meetings of stockholders (and written actions in lieu of meetings), and there are not any cumulative voting rights. The number of authorized shares of common stock may be increased or decreased by the affirmative vote of the holders of shares of capital stock of the Company; however, the issuance of common stock may be subject to the vote of the holders of one or more series of preferred stock that may be required by terms of the Certificate of Incorporation. As of September 30, 2022 and December 31, 2021, the Company had reserved the following shares of common stock for the potential conversion of outstanding preferred stock and exercise of stock options: September 30, December 31, Preferred Stock, as converted 11,140,262 11,140,262 Options to purchase common stock 2,148,679 881,611 Remaining shares reserved for future issuance 902,773 2,194,906 Total 14,191,714 14,216,779 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation 2019 Stock Incentive Plan The Company adopted the 2019 Plan in June 2019 pursuant to which the Company could issue incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs"), and other stock-based awards. Recipients of stock options or stock appreciation rights shall be eligible to purchase shares of the Company’s common stock at an exercise price equal to the estimated fair market value of such stock on the date of grant. The exercise price could be less than fair market value if the stock award was granted pursuant to an assumption or substitution for another stock award in the event of a merger or sale of the Company. The maximum term of options granted under the 2019 Plan is ten years , and stock options typically vest over a four-year period. The Board could assign vesting terms to the stock option grants as deemed appropriate. The Company has the option to repurchase any unvested shares at the original purchase price upon any voluntary or involuntary termination. At the discretion of the Board, unvested shares held by employees may accelerate vesting in the event of a change of control of the Company unless assumed or substituted by the acquirer or surviving entity. The 2019 Plan provided for the issuance of up to 422,749 shares of common stock, which was subsequently amended in November 2021 to allow for the issuance of up to 3,077,023 shares of common stock as of September 30, 2022, of which 902,773 shares of common stock remained available for future grant under the 2019 Plan. Stock Options The Company has granted stock options with service-based vesting conditions. Stock options typically vest over four years and have a maximum term of ten years . The Company typically grants stock options to employees and non-employees at exercise prices deemed by the Board to be equal to the fair value of the common stock at the time of grant. The following table summarizes the Company’s stock option activity under the 2019 Plan: Number of Weighted-Average Weighted-Average Aggregate Outstanding as of December 31, 2021 881,611 $ 1.60 9.18 $ 2,008 Granted 1,363,581 3.81 Exercised ( 25,039 ) 0.94 Forfeited or canceled ( 71,474 ) 2.55 Outstanding as of September 30, 2022 2,148,679 $ 2.98 9.18 $ 2,351 Vested and expected to vest as of September 30, 2022 2,148,679 $ 2.98 9.18 $ 2,351 Vested and exercisable as of September 30, 2022 651,643 $ 2.01 8.60 $ 1,344 The aggregate intrinsic value of 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 common stock as of the end of the reporting period. The weighted-average grant date fair value of the Company’s stock options granted during the three months ended September 30, 2022 was $ 2.93 per option. No options were granted during the three months ended September 30, 2021. The weighted-average grant date fair value of the Company’s stock options granted during the nine months ended September 30, 2022 and 2021 was $ 2.59 and $ 0.69 per option, respectively. As of September 30, 2022, there was $ 3.2 million of unrecognized stock-based compensation expense related to the share-based compensation arrangements under the 2019 Plan. The Company expects to recognize this amount over a weighted-average period of 3.2 years. The total fair value of options vested during the three months ended September 30, 2022 and 2021 was $ 0.1 million and $ 12,000 , respectively. The total fair value of options vested during the nine months ended September 30, 2022 and 2021 was $ 0.4 million and $ 0.2 million, respectively. Stock-Based Compensation Expense Stock-based compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive loss is as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Research and development $ 157 $ 13 $ 334 $ 118 General and administrative 110 14 206 75 Total stock-based compensation expense $ 267 $ 27 $ 540 $ 193 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 12. Net Loss per Share Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net loss attributable to common stockholders—basic and diluted $ ( 9,198 ) $ ( 2,440 ) $ ( 22,238 ) $ ( 11,900 ) Denominator: Weighted-average number of common shares used in net loss per 1,778,255 1,769,132 1,772,491 1,734,560 Net loss per share—basic and diluted $ ( 5.17 ) $ ( 1.38 ) $ ( 12.55 ) $ ( 6.86 ) The Company’s potentially dilutive securities, which include Preferred Stock 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 common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following shares from the computation of diluted net loss per share attributable to common stockholders as of September 30, 2022 and 2021 because including them would have had an anti-dilutive effect: September 30, 2022 2021 Preferred Stock 27,471,911 9,904,806 Options to purchase common stock 2,148,679 697,389 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Leases The Company’s commitments under its operating leases are described in Note 7. License Agreement The Company entered into a license agreement under which it is obligated to make fixed and contingent payments, as described in Note 8. Companion Diagnostic Agreement In June 2022, the Company entered into a companion diagnostic agreement (the “Akoya Agreement”) with Akoya Biosciences, Inc. (“Akoya”), pursuant to which the Company has engaged Akoya to co-develop, validate, and commercialize the Company’s proprietary ACR-368 OncoSignature test, the companion diagnostic that will be used to identify patients with cancer most likely to respond to ACR-368. Subject to the terms of the Akoya Agreement, the Company paid Akoya a one-time, non-refundable, non-creditable upfront payment in the amount of $ 0.6 million. The Company is obligated to pay Akoya up to an aggregate of $ 10.3 million upon the achievement of specified development milestones. Through September 30, 2022, the Company has made aggregate payments of $ 2.3 million to Akoya. The Company recorded expense of $ 0.7 million and $ 2.3 million during the three and nine months ended September 30, 2022, respectively. No amounts were due to Akoya as of September 30, 2022. Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with each of its directors and executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or services as directors or executive officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not currently aware of any indemnification claims and had not accrued any liabilities related to such obligations in its financial statements as of September 30, 2022 and December 31, 2021. Legal Proceedings From time to time, in the ordinary course of business, the Company is subject to litigation and regulatory examinations as well as information gathering requests, inquiries and investigations. As of September 30, 2022 and 2021, there were no matters which would have a material impact on the Company’s financial results. Other Contracts The Company enters into contracts in the normal course of business with various third parties for preclinical research studies, clinical trials, testing, manufacturing and other services. These contracts generally provide for termination upon notice and are cancelable without significant penalty or payment, and do not contain any minimum purchase commitments. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2022 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 14. Employee Benefit Plans Effective January 1, 2019, the Company adopted a 401(k) Plan for its employees, which is designed to be qualified under Section 401(k) of the Internal Revenue Code. Eligible employees are permitted to contribute to the 401(k) Plan within statutory and 401(k) Plan limits. Since inception of the 401(k) Plan and through the nine months ended September 30, 2022, the Company has not made any contributions to the 401(k) Plan. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events For its condensed consolidated financial statements as of the nine months ended September 30, 2022 and for the period then ended, the Company evaluated subsequent events through December 15, 2022, the date on which these financial statements were issued. Amended and Restated Certificate of Incorporation In October 2022, the Board approved the amended and restated certificate of incorporation, which was filed upon the closing of the IPO and which, among other things, increased the number of shares of common stock authorized for issuance from 40,013,683 to 500,000,000 shares of common stock. 2022 Equity Incentive Plan In October 2022, the Board adopted, and in November 2022 its stockholders approved, the 2022 Stock Option and Incentive Plan (the “2022 Plan”), which became effective immediately prior to and contingent upon the execution of the underwriting agreement related to the Company’s IPO. The 2022 Plan allows the Company to make equity-based and cash-based incentive awards to its officers, employees, directors, and consultants. The 2022 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, RSUs and other stock-based awards. The number of shares initially reserved for issuance under the 2022 Plan is 5,606,723 , which is the sum of: (i) 2,555,271 new shares, plus (ii) the number of shares that remain available for issuance under the 2019 Plan at the time the 2022 Plan became effective and (iii) up to 2,148,679 shares of common stock subject to awards granted under the 2019 Plan that, after the effective date of the 2022 Plan, expire or otherwise terminate without having been exercised in full or are forfeited to or repurchased. In addition, the number of shares reserved and available for issuance under the 2022 Plan will automatically increase on January 1, 2023 and each January 1 thereafter, by five percent of the aggregate number of shares of common stock of all classes issued and outstanding on the immediately preceding December 31 or such lesser number of shares of common stock as determined by the compensation committee. The shares of common stock underlying any awards under the 2022 Plan and the 2019 Plan that are forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock, expire, or are otherwise terminated (other than by exercise) will be added back to the shares of common stock available for issuance under the 2022 Plan. 2022 Employee Stock Purchase Plan In October 2022, the Board adopted, and in November 2022 its stockholders approved, the 2022 Employee Stock Purchase Plan (the “2022 ESPP”), which became effective immediately prior to and contingent upon the execution of the underwriting agreement related to the Company’s IPO. A total of 215,000 shares of common stock were initially reserved for issuance under this plan. The number of shares of common stock that may be issued under the 2022 ESPP shall cumulatively increase beginning on January 1, 2023 and each January 1 thereafter through January 1, 2032, by one percent of the outstanding number of shares of common stock on the immediately preceding December 31 or such lesser number of shares as determined by the compensation committee. Reverse Stock Split In November 2022, the Company effected a 1-for-2.466 reverse stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios of each series of the Company’s preferred stock (see Note 9). Accordingly, all share and per share amounts for all periods presented in the accompanying condensed consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this stock split and adjustment of the preferred stock conversion ratios. IPO Option Grants and Restricted Stock Unit Awards In November 2022, in connection with the IPO, the Company issued certain directors and employees, including its executive officers, stock options to purchase an aggregate of 1,097,168 shares of its common stock with an exercise price equal to the initial public offering price of $ 12.50 per share, under the 2022 Plan. The Company estimates that the aggregate grant-date fair value of the options granted in connection with the IPO is $ 10.0 million, which is expected to be recognized as stock-based compensation expense over a period of three to four years . In addition, in November 2022, the Company granted certain employees, including its executive officers, an aggregate of 1,768,632 RSUs under the 2022 Plan. Based on an assumed fair value of $ 12.50 per share, which was the initial public offering price, the Company estimates that the aggregate grant-date fair value of the RSUs granted in connection with the IPO is $ 22.1 million, which is expected to be recognized as stock-based compensation expense over a period of three to four years . Initial Public Offering and Concurrent Private Placement In November 2022, the Company completed its IPO, pursuant to which it issued and sold 7,550,000 shares of its common stock. In connection with the IPO, the Company granted the underwriters a 30-day option to purchase 1,132,500 additional shares of common stock. Additionally, the Company also completed the Concurrent Private Placement in which the Company issued and sold 400,000 shares of its common stock and received aggregate net proceeds of $ 4.7 million, after deducting the placement agent fee. In December 2022, the underwriters partially exercised the option to purchase 1,035,540 additional shares, which is expected to close on December 16, 2022. The Company estimates the aggregate net proceeds from the IPO, including exercise by the underwriters of their option to purchase additional shares, will be approximately $ 99.8 million, after deducting underwriting discounts and commissions, but before deducting estimated offering expenses payable by the Company, which are estimated to be $ 2.9 million. Upon the closing of the IPO, all of the shares of the Company’s convertible preferred stock then outstanding converted into 11,140,262 shares of common stock. Upon the conversion of the convertible preferred stock, the Company reclassified the carrying value of the convertible preferred stock to common stock (at par value) and additional paid-in capital. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the operations of Acrivon Therapeutics, Inc. and its wholly-owned subsidiaries. All intercompany accounts, transactions and balances have been eliminated in consolidation. The condensed consolidated interim financial statements have been prepared on the same basis as the audited annual 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 at September 30, 2022 and the results of its operations and its cash flows for the nine months ended September 30, 2022 and 2021. The condensed balance sheet as of December 31, 2021 was derived from audited annual financial statements but does not include all disclosures required by U.S. GAAP. The results for the nine months ended September 30, 2022 are not necessarily indicative of results to be expected for the full year or for any other subsequent interim period. |
Investments | Investments The Company classifies all investments with an original maturity of greater than three months and less than one year upon purchase as available-for-sale. Available-for-sale securities are recorded at fair value based upon market prices at period end, with the unrealized gains and losses reported in other comprehensive loss. The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in interest income in the consolidated statements of operations. Realized gains and losses, and declines in value judged to be other than temporary on available-for-sale securities are included in other income (expense), net in the consolidated statements of operations. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income in the consolidated statements of operation. To determine whether an other-than-temporary impairment exists, the Company considers whether it has the ability and intent to hold the investment until a market price recovery, and whether evidence indicating the recoverability of the cost of the investment outweighs evidence to the contrary. No such adjustments were necessary during the periods presented. The Company evaluates its investments with unrealized losses for other-than-temporary impairment. When assessing investments for other-than-temporary declines in value, the Company considers such factors as, among other things, how significant the decline in value is as a percentage of the original cost, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions in general. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements ASU 2019-12, Simplifying the Accounting for Income Tax In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Tax (“ ASU 2019-12 ”). The standard contains several provisions that reduce financial statement complexity including removing the exception to the incremental approach for intra-period tax expense allocation when a company has a loss from continuing operations and income from other items not included in continuing operations. The Company adopted this accounting standard as of January 1, 2022 , with no material impact on its condensed consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted ASU 2016-13, Financial Instruments–Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05, and ASU 2020-03 (collectively, "Topic 326"). Topic 326 significantly changes the impairment model for most financial assets and certain other instruments. Topic 326 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 loans and other financial instruments. The measurement will be based on relevant information, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount and requires disclosure requirements related to credit risks. ASU 2016-13 is effective for the Company’s fiscal year beginning after December 15, 2022 and subsequent interim periods. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures. |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Amortized Cost and Estimated Fair Value of Investments | The following table summarizes the amortized cost and estimated fair value of the Company's U.S. Treasury securities and U.S. government-sponsored enterprise securities, which are considered to be available-for-sale investments and were included in investments on the condensed consolidated balance sheets (in thousands): September 30, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasury securities $ 31,120 $ — $ ( 59 ) $ 31,061 U.S. government-sponsored enterprise securities 13,756 — ( 74 ) 13,682 $ 44,876 $ — $ ( 133 ) $ 44,743 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables present information about the Company’s financial assets measured at fair value on a recurring basis (in thousands): Fair Value Measurements at September 30, 2022 Using: Assets: Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 17,328 $ 17,328 $ — $ — U.S. Treasury securities 5,209 5,209 — — U.S. government-sponsored enterprise securities 2,000 — 2,000 — Investments: — U.S. Treasury securities 31,061 31,061 — — U.S. government-sponsored enterprise securities 13,682 — 13,682 — Total assets $ 69,280 $ 53,598 $ 15,682 $ — Fair Value Measurements at December 31, 2021 Using: Assets: Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 79,000 $ 79,000 $ — $ — Total assets $ 79,000 $ 79,000 $ — $ — |
Preferred Stock Tranche Rights | |
Summary of Significant Quantitative Inputs Used in the Valuation of the Preferred Stock Tranche Rights | The following reflects the ranges of significant quantitative inputs used in the valuation of the Preferred Stock Tranche Rights during the nine months ended September 30, 2021, which reflects the inputs used at remeasurement prior to settlement in January 2021: Nine Months Ended Implied fair value of Series A-1 Preferred Stock $ 2.35 Discount rate N/A Time to milestone event (years) 0.00 Probability of tranche closing 100 % |
Summary of Fair Value of the Preferred Stock Tranche Rights Measured At Fair Value On a Recurring Basis Using Level 3 Significant Unobservable Inputs | The following provides a roll forward of the fair value of the Preferred Stock Tranche Rights measured at fair value on a recurring basis using Level 3 significant unobservable inputs (in thousands): Balance at December 31, 2020 $ 318 Change in fair value 50 Fair value recognized as Series A-1 Preferred Stock upon settlement of ( 368 ) Balance at September 30, 2021 $ — |
Anti-dilution Right | |
Summary of Significant Quantitative Inputs Used in the Valuation of the Preferred Stock Tranche Rights | The following reflects the ranges of significant quantitative inputs used in the valuation of the Anti-dilution Right during the nine months ended September 30, 2021: Nine Months Ended Volatility 125 % Risk-free rate 0.0 % - 0.1 % Discount rate 47.5 % Implied issuance price of Series B $ 0.84 - $ 6.11 Probability of settlement 10 % - 80 % |
Summary of Fair Value of the Preferred Stock Tranche Rights Measured At Fair Value On a Recurring Basis Using Level 3 Significant Unobservable Inputs | The following provides a roll forward of the fair value of the Anti-dilution Right measured at fair value on a recurring basis using Level 3 significant unobservable inputs (in thousands): Balance at December 31, 2020 $ — Issuance of Anti-dilution Right 233 Change in fair value of Anti-dilution Right ( 26 ) Balance at September 30, 2021 $ 207 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): September 30, December 31, Laboratory and computer equipment $ 2,274 $ 267 Furniture 172 79 Total property and equipment 2,446 346 Less: accumulated depreciation ( 295 ) ( 56 ) Property and equipment, net $ 2,151 $ 290 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, Accrued compensation and benefits $ 1,299 $ 667 Accrued research and development expenses 1,099 408 Accrued offering costs 839 — Accrued property and equipment 185 — Accrued other 157 78 Accrued legal 119 67 Deferred sublease income — 66 Total accrued expenses and other current liabilities $ 3,698 $ 1,286 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Summary of Presentation of Operating Leases on Condensed Consolidated Balance Sheet | The following table summarizes the presentation of the Company’s operating leases on its condensed consolidated balance sheet (in thousands): Leases Balance sheet classification September 30, December 31, Assets: Operating lease assets Operating lease right-of-use assets $ 4,958 $ 5,501 Total lease assets $ 4,958 $ 5,501 Liabilities: Current: Operating lease liabilities Operating lease liability, current $ 717 $ 664 Noncurrent: Operating lease liabilities Operating lease liability, long-term 4,420 4,964 Total lease liabilities $ 5,137 $ 5,628 |
Schedule of Components of Lease Cost | The components of lease cost under ASC 842 included within research and development expenses and general and administrative expenses in the Company’s condensed consolidated statement of operations and comprehensive loss were as follows (in thousands): Three Months Ended Nine Months Ended Lease cost 2022 2021 2022 2021 Operating lease cost $ 286 $ 368 $ 857 $ 831 Short-term lease cost — — — 131 Variable lease cost 130 109 393 176 Sublease income ( 134 ) ( 134 ) ( 403 ) ( 157 ) Total lease cost $ 282 $ 343 $ 847 $ 981 |
Schedule of Future Minimum Annual Lease Commitments under Non-cancellable Operating Leases | Future minimum annual lease commitments under the Company’s non-cancellable operating leases as of September 30, 2022 were as follows (in thousands): Year ended December 31, Amount 2022 (remaining 3 months) $ 272 2023 1,087 2024 1,098 2025 1,131 2026 1,165 Thereafter 1,604 Total lease payments 6,357 Less: interest ( 1,220 ) Present value of operating lease liabilities $ 5,137 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Preferred Stock | Preferred Stock consisted of the following as of September 30, 2022 and December 31, 2021 (in thousands, except share amounts): September 30, 2022 Preferred Preferred Stock Carrying Liquidation Common Stock Series A-1 Preferred Stock 9,904,806 9,904,806 $ 22,502 $ 22,583 4,016,545 Series B Preferred Stock 17,567,105 17,567,105 100,016 100,263 7,123,717 Total 27,471,911 27,471,911 $ 122,518 $ 122,846 11,140,262 December 31, 2021 Preferred Preferred Stock Carrying Liquidation Common Stock Series A-1 Preferred Stock 9,904,806 9,904,806 $ 22,502 $ 22,583 4,016,545 Series B Preferred Stock 17,567,105 17,567,105 100,016 100,263 7,123,717 Total 27,471,911 27,471,911 $ 122,518 $ 122,846 11,140,262 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Class Of Stock Disclosures [Abstract] | |
Schedule of Common Stock Shares Reserved for the Potential Conversion of Outstanding Preferred Stock and Exercise of Stock Options | As of September 30, 2022 and December 31, 2021, the Company had reserved the following shares of common stock for the potential conversion of outstanding preferred stock and exercise of stock options: September 30, December 31, Preferred Stock, as converted 11,140,262 11,140,262 Options to purchase common stock 2,148,679 881,611 Remaining shares reserved for future issuance 902,773 2,194,906 Total 14,191,714 14,216,779 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Share-based Compensation Expense | Stock-based compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive loss is as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Research and development $ 157 $ 13 $ 334 $ 118 General and administrative 110 14 206 75 Total stock-based compensation expense $ 267 $ 27 $ 540 $ 193 |
2019 Stock Incentive Plan | |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity under the 2019 Plan: Number of Weighted-Average Weighted-Average Aggregate Outstanding as of December 31, 2021 881,611 $ 1.60 9.18 $ 2,008 Granted 1,363,581 3.81 Exercised ( 25,039 ) 0.94 Forfeited or canceled ( 71,474 ) 2.55 Outstanding as of September 30, 2022 2,148,679 $ 2.98 9.18 $ 2,351 Vested and expected to vest as of September 30, 2022 2,148,679 $ 2.98 9.18 $ 2,351 Vested and exercisable as of September 30, 2022 651,643 $ 2.01 8.60 $ 1,344 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net loss attributable to common stockholders—basic and diluted $ ( 9,198 ) $ ( 2,440 ) $ ( 22,238 ) $ ( 11,900 ) Denominator: Weighted-average number of common shares used in net loss per 1,778,255 1,769,132 1,772,491 1,734,560 Net loss per share—basic and diluted $ ( 5.17 ) $ ( 1.38 ) $ ( 12.55 ) $ ( 6.86 ) |
Summary of Potentially Dilutive Securities | The Company excluded the following shares from the computation of diluted net loss per share attributable to common stockholders as of September 30, 2022 and 2021 because including them would have had an anti-dilutive effect: September 30, 2022 2021 Preferred Stock 27,471,911 9,904,806 Options to purchase common stock 2,148,679 697,389 |
Nature of the Business - Additi
Nature of the Business - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||
Dec. 14, 2022 USD ($) shares | Nov. 17, 2022 USD ($) $ / shares shares | Nov. 30, 2022 | Sep. 30, 2022 USD ($) shares | Jun. 30, 2022 USD ($) shares | Mar. 31, 2022 USD ($) shares | Sep. 30, 2021 USD ($) shares | Jun. 30, 2021 USD ($) shares | Mar. 31, 2021 USD ($) shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) shares | Nov. 18, 2022 shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 shares | |
Organization Consolidation Presentation Of Financial Statements [Line Items] | ||||||||||||||
Description of reverse stock spilt | In November 2022, the Company effected a 1-for-2.466 reverse stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios of each series of the Company’s preferred stock (see Note 9). | |||||||||||||
Net loss | $ 9,198 | $ 5,820 | $ 7,220 | $ 2,440 | $ 2,548 | $ 6,912 | $ 22,238 | $ 11,900 | ||||||
Accumulated deficit | 47,103 | 47,103 | $ 24,865 | |||||||||||
Cash, cash equivalents and investments | $ 76,800 | 76,800 | ||||||||||||
Net proceeds from IPO and Concurrent Private Placement | 92,400 | |||||||||||||
Net proceeds from sale of stock including partial exercise of underwriters option to purchase additional shares | $ 104,500 | |||||||||||||
Convertible preferred stock outstanding | shares | 27,471,911 | 27,471,911 | 27,471,911 | |||||||||||
Convertible Preferred Stock | ||||||||||||||
Organization Consolidation Presentation Of Financial Statements [Line Items] | ||||||||||||||
Convertible preferred stock outstanding | shares | 27,471,911 | 27,471,911 | 27,471,911 | 9,904,806 | 9,904,806 | 9,904,806 | 27,471,911 | 9,904,806 | 27,471,911 | 4,422,350 | ||||
Common Stock | ||||||||||||||
Organization Consolidation Presentation Of Financial Statements [Line Items] | ||||||||||||||
Issuance of common stock | shares | 336,575 | |||||||||||||
Initial Public Offering | ||||||||||||||
Organization Consolidation Presentation Of Financial Statements [Line Items] | ||||||||||||||
Description of reverse stock spilt | In connection with the IPO, the Company effected a 1-for-2.466 reverse stock split of the Company’s common stock and adjusted the ratio at which the Company’s preferred stock is convertible into common stock, the number of shares available for issuance under the 2019 Stock Incentive Plan (“2019 Plan”) and the number of options and exercise prices of options granted under the 2019 Plan as a result of the 1-for-2.466 reverse stock split. | |||||||||||||
Underwriters | Scenario Forecast | ||||||||||||||
Organization Consolidation Presentation Of Financial Statements [Line Items] | ||||||||||||||
Issuance of common stock | shares | 1,035,540 | |||||||||||||
Anticipated Proceeds from Stock Options Exercised | $ 12,900 | |||||||||||||
IPO and Option Exercise | Scenario Forecast | ||||||||||||||
Organization Consolidation Presentation Of Financial Statements [Line Items] | ||||||||||||||
Aggregate net proceeds received from IPO and option exercise | 99,800 | |||||||||||||
Payment of underwriting discounts and commissions | 7,500 | |||||||||||||
Estimated offering expenses payable | $ 2,900 | |||||||||||||
Subsequent Event | ||||||||||||||
Organization Consolidation Presentation Of Financial Statements [Line Items] | ||||||||||||||
Reverse stock split conversion ratio | 0.406 | 0.406 | ||||||||||||
Aggregate net proceeds from concurrent private placement | $ 4,700 | |||||||||||||
Subsequent Event | Convertible Preferred Stock | ||||||||||||||
Organization Consolidation Presentation Of Financial Statements [Line Items] | ||||||||||||||
Convertible preferred stock outstanding | shares | 0 | |||||||||||||
Subsequent Event | Initial Public Offering | ||||||||||||||
Organization Consolidation Presentation Of Financial Statements [Line Items] | ||||||||||||||
Initial public offering price per share | $ / shares | $ 12.50 | |||||||||||||
Subsequent Event | Initial Public Offering | Common Stock | ||||||||||||||
Organization Consolidation Presentation Of Financial Statements [Line Items] | ||||||||||||||
Issuance of common stock | shares | 7,550,000 | |||||||||||||
Subsequent Event | Initial Public Offering | Common Stock | Convertible Preferred Stock | ||||||||||||||
Organization Consolidation Presentation Of Financial Statements [Line Items] | ||||||||||||||
Convertible preferred stock converted into common stock shares | shares | 11,140,262 | |||||||||||||
Subsequent Event | Concurrent Private Placement | ||||||||||||||
Organization Consolidation Presentation Of Financial Statements [Line Items] | ||||||||||||||
Initial public offering price per share | $ / shares | $ 12.50 | |||||||||||||
Subsequent Event | Concurrent Private Placement | Common Stock | ||||||||||||||
Organization Consolidation Presentation Of Financial Statements [Line Items] | ||||||||||||||
Issuance of common stock | shares | 400,000 | |||||||||||||
Subsequent Event | Underwriters | Common Stock | ||||||||||||||
Organization Consolidation Presentation Of Financial Statements [Line Items] | ||||||||||||||
Issuance of common stock | shares | 1,132,500 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2022 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
Accounting Standards Update [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate201912Member |
Investments - Summary of Amorti
Investments - Summary of Amortized Cost and Estimated Fair Value of Investments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | $ 44,876 |
Gross Unrealized Losses | (133) |
Fair Value | 44,743 |
US Treasury Securities | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | 31,120 |
Gross Unrealized Losses | (59) |
Fair Value | 31,061 |
US Government-Sponsored Enterprises Securities | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | 13,756 |
Gross Unrealized Losses | (74) |
Fair Value | $ 13,682 |
Investments - Additional Inform
Investments - Additional Information (Details) | Sep. 30, 2022 |
Investments, Debt and Equity Securities [Abstract] | |
Investments, contractual maturities | 1 year |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, fair value | $ 44,743 | |
US Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, fair value | 31,061 | |
US Government-Sponsored Enterprises Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, fair value | 13,682 | |
Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 69,280 | $ 79,000 |
Recurring | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 17,328 | 79,000 |
Recurring | US Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 5,209 | |
Investments, fair value | 31,061 | |
Recurring | US Government-Sponsored Enterprises Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 2,000 | |
Investments, fair value | 13,682 | |
Recurring | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 53,598 | 79,000 |
Recurring | Level 1 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 17,328 | $ 79,000 |
Recurring | Level 1 | US Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 5,209 | |
Investments, fair value | 31,061 | |
Recurring | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 15,682 | |
Recurring | Level 2 | US Government-Sponsored Enterprises Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 2,000 | |
Investments, fair value | $ 13,682 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Fair value measurement with unobservable inputs reconciliation liability transfers between levels | $ 0 | $ 0 | |
Anti-dilution Right | Series B Preferred Stock | |||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Preferred Stock, Shares Issued | 46,058 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Significant Quantitative Inputs Used in the Valuation of the Preferred Stock Tranche Rights (Detail) - Anti-dilution Right | Sep. 30, 2021 $ / shares |
Implied fair value of Series A-1 Preferred Stock | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Preferred stock tranche rights, fair value | $ 2.35 |
Measurement Input, Discount Rate | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Preferred stock tranche rights, measurement input, percent | 0.475 |
Time to milestone event | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Preferred stock tranche rights, measurement input, term | 0 years |
Probability of tranche closing | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Preferred stock tranche rights, measurement input, percent | 1 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Fair Value of the Preferred Stock Tranche Rights Measured At Fair Value On a Recurring Basis Using Level 3 Significant Unobservable Inputs (Detail) - Recurring - Level 3 - Preferred Stock Tranche Rights $ in Thousands | 9 Months Ended |
Sep. 30, 2021 USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Balance at December 31, 2020 | $ 318 |
Change in fair value | 50 |
Balance at September 30, 2021 | 0 |
Series A Preferred Stock | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value recognized as Series A-1 Preferred Stock upon settlement of Preferred Stock Tranche Rights | $ (368) |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of Significant Quantitative Inputs Used in the Valuation Of the Anti-Dilution Right (Detail) - Anti-dilution Right | Sep. 30, 2021 |
Volatility | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Preferred stock tranche rights, measurement input, percent | 1.25 |
Risk-free rate | Maximum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Preferred stock tranche rights, measurement input, percent | 0.001 |
Risk-free rate | Minimum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Preferred stock tranche rights, measurement input, percent | 0 |
Measurement Input, Discount Rate | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Preferred stock tranche rights, measurement input, percent | 0.475 |
Implied issuance price of Series B | Maximum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Preferred stock tranche rights, measurement input, percent | 0.0611 |
Implied issuance price of Series B | Minimum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Preferred stock tranche rights, measurement input, percent | 0.0084 |
Probability of settlement | Maximum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Preferred stock tranche rights, measurement input, percent | 0.80 |
Probability of settlement | Minimum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Preferred stock tranche rights, measurement input, percent | 0.10 |
Fair Value Measurements - Sum_5
Fair Value Measurements - Summary of Fair Value of the Anti-dilution Right Measured At Fair Value On a Recurring Basis Using Level 3 Significant Unobservable Inputs (Detail) - Recurring - Level 3 - Anti-dilution Right $ in Thousands | 9 Months Ended |
Sep. 30, 2021 USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Balance at December 31, 2020 | $ 0 |
Issuance of Anti-dilution Right | 233 |
Change in fair value of Anti-dilution Right | (26) |
Balance at September 30, 2021 | $ 207 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 2,446 | $ 346 |
Less: accumulated depreciation | (295) | (56) |
Property and equipment, net | 2,151 | 290 |
Laboratory and Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 2,274 | 267 |
Furniture | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 172 | $ 79 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 100,000 | $ 9,000 | $ 239,000 | $ 24,000 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables And Accruals [Abstract] | ||
Accrued compensation and benefits | $ 1,299 | $ 667 |
Accrued research and development expenses | 1,099 | 408 |
Accrued offering costs | 839 | |
Accrued property and equipment | 185 | |
Accrued other | 157 | 78 |
Accrued legal | 119 | 67 |
Deferred sublease income | 66 | |
Total accrued expenses and other current liabilities | $ 3,698 | $ 1,286 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
May 31, 2021 ft² | Dec. 31, 2020 USD ($) | Sep. 30, 2020 | Apr. 30, 2018 | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Lessee Lease Description [Line Items] | ||||||||
Sublease rent income | $ 134 | $ 134 | $ 403 | $ 157 | ||||
Variable lease expense | $ 130 | 109 | $ 393 | 176 | ||||
Weighted-average remaining lease term | 5 years 7 months 6 days | 5 years 7 months 6 days | ||||||
Weighted-average discount rate | 7.86% | 7.86% | ||||||
Cash paid for measurement of lease liabilities | $ 800 | |||||||
Arsenal Way Lease | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Lessee, operating lease, commencement month and year | 2021-04 | |||||||
Lessee operating lease, renewal term | 5 years | |||||||
Lessee, operating lease, initial term | 7 years | |||||||
Lessee, operating lease, option to extend | The lease has an initial term from the rent commencement date, which is a month after the lease commencement date, of approximately seven years, with an option to extend the term for an additional five years at then-market rental rates. | |||||||
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | |||||||
Letter of credit | $ 300 | |||||||
Tenant improvements cost | 700 | |||||||
Base rent | $ 1,000 | |||||||
Annual rent increase percentage | 3% | |||||||
Rentable square feet | ft² | 6,330 | |||||||
Sublease expiration, month and year | 2023-03 | |||||||
Sublease rent income | $ 200 | $ 200 | $ 600 | $ 200 | ||||
Cambridge, Massachusetts | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Lessee, operating lease, commencement month and year | 2018-04 | |||||||
Lessee, operating lease, expiration month and year | 2020-04 | |||||||
Lessee, operating lease, renewal month and year | 2020-03 | |||||||
Lessee operating lease, renewal term | 1 year | |||||||
Lund, Sweden | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Lessee, operating lease, commencement month and year | 2020-10 | |||||||
Lessee, operating lease, expiration month and year | 2023-09 |
Leases - Summary of Presentatio
Leases - Summary of Presentation of Operating Leases on Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Operating lease right-of-use assets | $ 4,958 | $ 5,501 |
Total lease assets | 4,958 | 5,501 |
Current liabilities: | ||
Operating lease liabilities, current | 717 | 664 |
Noncurrent: | ||
Operating lease liabilities, long-term | 4,420 | 4,964 |
Total lease liabilities | $ 5,137 | $ 5,628 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease cost | $ 286 | $ 368 | $ 857 | $ 831 |
Short-term lease cost | 131 | |||
Variable lease cost | 130 | 109 | 393 | 176 |
Sublease income | (134) | (134) | (403) | (157) |
Total lease cost | $ 282 | $ 343 | $ 847 | $ 981 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Annual Lease Commitments under Non-cancellable Operating Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2022 (remaining 6 months) | $ 272 | |
2023 | 1,087 | |
2024 | 1,098 | |
2025 | 1,131 | |
2026 | 1,165 | |
Thereafter | 1,604 | |
Total lease payments | 6,357 | |
Less: interest | (1,220) | |
Present value of operating lease liabilities | $ 5,137 | $ 5,628 |
License Agreement - Additional
License Agreement - Additional Information (Details) - Lilly Agreement - USD ($) | 1 Months Ended | 9 Months Ended | |
Nov. 30, 2021 | Jan. 31, 2021 | Sep. 30, 2022 | |
Commitment And Contingencies [Line Items] | |||
Upfront payment | $ 5,000,000 | $ 5,000,000 | |
Milestone payments | $ 5,000,000 | $ 0 | |
Issuance of common stock | 336,575 | 336,575 | |
Percentage of common stock issued | 5% | ||
Fair value of stock issued | $ 300,000 | ||
Research and development expense | 5,500,000 | 5,500,000 | |
Initial recognition of anti-dilution right | $ 200,000 | ||
Royalties incurred | $ 0 | ||
Series B Preferred Stock | Anti-dilution Right | |||
Commitment And Contingencies [Line Items] | |||
Issuance of common stock | 46,058 | ||
Fair value of stock issued | $ 300,000 | ||
Maximum | |||
Commitment And Contingencies [Line Items] | |||
Tiered percentage royalty on annual net sales | 10% | ||
Development and Commercial Milestone | |||
Commitment And Contingencies [Line Items] | |||
Milestone payments | $ 168,000,000 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |||||
Nov. 30, 2021 | Jan. 31, 2021 | Nov. 17, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Oct. 31, 2020 | |
Temporary Equity [Line Items] | ||||||
Temporary equity, shares issued | 27,471,911 | 27,471,911 | ||||
Initial Public Offering | Common Stock | Subsequent Event | ||||||
Temporary Equity [Line Items] | ||||||
Convertible preferred stock converted into shares of common stock | 11,140,262 | |||||
Series A-1 Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Temporary equity, shares issued | 9,904,806 | 9,904,806 | 1,315,789 | |||
Temporary equity, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Temporary equity shares issued price per share | $ 2.28 | |||||
Temporary equity additional convertible preferred stock shares issued upon conversion | 3,106,561 | |||||
Series A-1 Preferred Stock | Lilly Agreement | ||||||
Temporary Equity [Line Items] | ||||||
Temporary equity, shares issued | 5,482,456 | |||||
Temporary equity, par value | $ 0.001 | |||||
Temporary equity shares issued price per share | $ 2.28 | |||||
Issuance costs | $ 0.2 | |||||
Series B Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Temporary equity, shares issued | 17,521,047 | 17,567,105 | 17,567,105 | |||
Temporary equity, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Temporary equity shares issued price per share | $ 5.70742 | |||||
Issuance costs | $ 0.2 | |||||
Series B Preferred Stock | Lilly Agreement | Anti-dilution Right | ||||||
Temporary Equity [Line Items] | ||||||
Temporary equity additional shares issued to settled agreement | 46,058 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Schedule of Preferred Stock (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Oct. 31, 2020 |
Temporary Equity [Line Items] | ||||
Preferred Stock Authorized | 27,471,911 | 27,471,911 | ||
Preferred Stock issued | 27,471,911 | 27,471,911 | ||
Preferred Stock Outstanding | 27,471,911 | 27,471,911 | ||
Carrying Value | $ 122,518 | $ 122,518 | ||
Liquidation Value | $ 122,846 | $ 122,846 | ||
Common stock issuable upon conversion | 11,140,262 | 11,140,262 | ||
Series A-1 Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Preferred Stock Authorized | 9,904,806 | 9,904,806 | ||
Preferred Stock issued | 9,904,806 | 9,904,806 | 1,315,789 | |
Preferred Stock Outstanding | 9,904,806 | 9,904,806 | ||
Carrying Value | $ 22,502 | $ 22,502 | ||
Liquidation Value | $ 22,583 | $ 22,583 | ||
Common stock issuable upon conversion | 4,016,545 | 4,016,545 | ||
Series B Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Preferred Stock Authorized | 17,567,105 | 17,567,105 | ||
Preferred Stock issued | 17,567,105 | 17,567,105 | 17,521,047 | |
Preferred Stock Outstanding | 17,567,105 | 17,567,105 | ||
Carrying Value | $ 100,016 | $ 100,016 | ||
Liquidation Value | $ 100,263 | $ 100,263 | ||
Common stock issuable upon conversion | 7,123,717 | 7,123,717 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Class Of Stock Disclosures [Abstract] | ||
Common stock, shares authorized | 40,013,683 | 40,013,683 |
Common stock, per share value | $ 0.001 | $ 0.001 |
Common Stock - Schedule of Comm
Common Stock - Schedule of Common Stock Shares Reserved for the Potential Conversion of Outstanding Preferred Stock and Exercise of Stock Options (Details) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Class Of Stock Disclosures [Abstract] | ||
Preferred Stock, as converted | 11,140,262 | 11,140,262 |
Options to purchase common stock | 2,148,679 | 881,611 |
Remaining shares reserved for future issuance | 902,773 | 2,194,906 |
Total | 14,191,714 | 14,216,779 |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Nov. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, shares, issued | 1,794,600 | 1,794,600 | 1,769,561 | |||
2019 Stock Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Maximum term of options granted | 10 years | |||||
Vesting period | 4 years | |||||
Common stock shares available for future grant. | 902,773 | 902,773 | ||||
2019 Stock Incentive Plan | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, shares, issued | 422,749 | 422,749 | 3,077,023 | |||
Stock Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 10 years | |||||
Weighted-average grant date fair value of the stock options granted | $ 2.93 | $ 0 | $ 2.59 | $ 0.69 | ||
Unrecognized stock-based compensation expense | $ 3,200,000 | $ 3,200,000 | ||||
Weighted-average recognition period | 3 years 2 months 12 days | |||||
Total fair value of options vested | $ 100,000 | $ 12,000 | $ 400,000 | $ 200,000 | ||
Stock Options | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 4 years |
Share-based Compensation - Summ
Share-based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Exercised | (2,148,679) | (881,611) |
2019 Stock Incentive Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Outstanding, beginning of period | 881,611 | |
Number of Shares, Granted | 1,363,581 | |
Number of Shares, Exercised | (25,039) | |
Forfeited or canceled | (71,474) | |
Number of Shares, Outstanding, Ending of period | 2,148,679 | 881,611 |
Number of Shares, Vested and expected to vest, Ending of period | 2,148,679 | |
Number of Shares, Vested and exercisable, Ending of period | 651,643 | |
Weighted-Average Exercise Price, Outstanding, beginning of period | $ 1.60 | |
Weighted-Average Exercise Price, Granted | 3.81 | |
Weighted-Average Exercise Price, Exercised | 0.94 | |
Weighted-Average Exercise Price, Fortified or canceled | 2.55 | |
Weighted-Average Exercise Price, Outstanding, ending of period | 2.98 | $ 1.60 |
Weighted-Average Exercise Price, Vested and expected to vest, ending of period | 2.98 | |
Weighted-Average Exercise Price, Vested and exercisable, ending of period | $ 2.01 | |
Weighted Average Remaining Contractual Term (in years), Outstanding | 9 years 2 months 4 days | 9 years 2 months 4 days |
Weighted Average Remaining Contractual Term (in years), Vested and expected to vest, ending of period | 9 years 2 months 4 days | |
Weighted Average Remaining Contractual Term (in years), Vested and exercisable, ending of period | 8 years 7 months 6 days | |
Aggregate Intrinsic Value | $ 2,351 | $ 2,008 |
Aggregate Intrinsic Value, Vested and expected to vest, ending of period | 2,351 | |
Aggregate Intrinsic Value, Vested and exercisable, ending of period | $ 1,344 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 267 | $ 27 | $ 540 | $ 193 |
Research and Development Expense | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 157 | 13 | 334 | 118 |
General and Administrative Expense | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 110 | $ 14 | $ 206 | $ 75 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Comprehensive loss: | ||||||||
Net loss attributable to common stockholders - basic and diluted | $ (9,198) | $ (5,820) | $ (7,220) | $ (2,440) | $ (2,548) | $ (6,912) | $ (22,238) | $ (11,900) |
Denominator: | ||||||||
Weighted-average number of common shares used in net loss per share basic | 1,778,255 | 1,769,132 | 1,772,491 | 1,734,560 | ||||
Weighted-average number of common shares used in net loss per share diluted | 1,778,255 | 1,769,132 | 1,772,491 | 1,734,560 | ||||
Net loss per share—basic | $ (5.17) | $ (1.38) | $ (12.55) | $ (6.86) | ||||
Net loss per share—diluted | $ (5.17) | $ (1.38) | $ (12.55) | $ (6.86) |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Potentially Dilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 27,471,911 | 9,904,806 |
Options to purchase common stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 2,148,679 | 697,389 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | |
Loss Contingencies [Line Items] | |||
Milestones expenses | $ 700,000 | $ 2,300,000 | |
Akoya Agreement | |||
Loss Contingencies [Line Items] | |||
Upfront payment | $ 600,000 | ||
Obligation to pay upon achievement of specified development milestones | $ 10,300,000 | ||
Milestone payments | 2,300,000 | ||
Milestones due amounts | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Dec. 14, 2022 USD ($) shares | Nov. 17, 2022 USD ($) $ / shares shares | Nov. 30, 2022 USD ($) $ / shares shares | Oct. 31, 2022 shares | Mar. 31, 2021 shares | Sep. 30, 2022 shares | Dec. 31, 2021 shares | |
Subsequent Event [Line Items] | |||||||
Common stock, shares authorized | 40,013,683 | 40,013,683 | |||||
Number of shares initially reserved for issuance | 902,773 | 2,194,906 | |||||
Description of reverse stock spilt | In November 2022, the Company effected a 1-for-2.466 reverse stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios of each series of the Company’s preferred stock (see Note 9). | ||||||
Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Issuance of common stock | 336,575 | ||||||
Initial Public Offering | |||||||
Subsequent Event [Line Items] | |||||||
Description of reverse stock spilt | In connection with the IPO, the Company effected a 1-for-2.466 reverse stock split of the Company’s common stock and adjusted the ratio at which the Company’s preferred stock is convertible into common stock, the number of shares available for issuance under the 2019 Stock Incentive Plan (“2019 Plan”) and the number of options and exercise prices of options granted under the 2019 Plan as a result of the 1-for-2.466 reverse stock split. | ||||||
2019 Stock Incentive Plan | |||||||
Subsequent Event [Line Items] | |||||||
Number of Shares, Granted | 1,363,581 | ||||||
Scenario Forecast | Underwriters | |||||||
Subsequent Event [Line Items] | |||||||
Issuance of common stock | 1,035,540 | ||||||
Scenario Forecast | IPO and Option Exercise | |||||||
Subsequent Event [Line Items] | |||||||
Aggregate net proceeds received from IPO and option exercise | $ | $ 99.8 | ||||||
Estimated offering expenses payable | $ | $ 2.9 | ||||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, shares authorized | 500,000,000 | ||||||
Reverse stock split conversion ratio | 0.406 | 0.406 | |||||
Aggregate net proceeds from concurrent private placement | $ | $ 4.7 | ||||||
Subsequent Event | Initial Public Offering | |||||||
Subsequent Event [Line Items] | |||||||
Initial public offering price per share | $ / shares | $ 12.50 | ||||||
Subsequent Event | Initial Public Offering | Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Issuance of common stock | 7,550,000 | ||||||
Subsequent Event | Initial Public Offering | Common Stock | Convertible Preferred Stock | |||||||
Subsequent Event [Line Items] | |||||||
Convertible preferred stock converted into common stock shares | 11,140,262 | ||||||
Subsequent Event | Concurrent Private Placement | |||||||
Subsequent Event [Line Items] | |||||||
Initial public offering price per share | $ / shares | $ 12.50 | ||||||
Subsequent Event | Concurrent Private Placement | Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Issuance of common stock | 400,000 | ||||||
Subsequent Event | Underwriters | Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Issuance of common stock | 1,132,500 | ||||||
Subsequent Event | RSUs | |||||||
Subsequent Event [Line Items] | |||||||
Number of Restricted stock units, Granted | 1,768,632 | ||||||
Expected to be recognized as stock-based compensation expense, RSUs | $ | $ 22.1 | ||||||
Subsequent Event | RSUs | Initial Public Offering | |||||||
Subsequent Event [Line Items] | |||||||
Initial public offering price per share | $ / shares | $ 12.50 | ||||||
Subsequent Event | Minimum | RSUs | |||||||
Subsequent Event [Line Items] | |||||||
Weighted-average recognition period | 3 years | ||||||
Subsequent Event | Maximum | RSUs | |||||||
Subsequent Event [Line Items] | |||||||
Weighted-average recognition period | 4 years | ||||||
Subsequent Event | 2022 Equity Incentive Plan | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares initially reserved for issuance | 5,606,723 | ||||||
New shares issued | 2,555,271 | ||||||
Number of Shares, Granted | 1,097,168 | ||||||
Increase in common stock reserved for issuance as percentage of outstanding shares of common stock | 5% | ||||||
Expected to be recognized as stock-based compensation expense, options | $ | $ 10 | ||||||
Subsequent Event | 2022 Equity Incentive Plan | Initial Public Offering | |||||||
Subsequent Event [Line Items] | |||||||
Initial public offering price per share | $ / shares | $ 12.50 | ||||||
Subsequent Event | 2022 Equity Incentive Plan | Minimum | |||||||
Subsequent Event [Line Items] | |||||||
Weighted-average recognition period | 3 years | ||||||
Subsequent Event | 2022 Equity Incentive Plan | Maximum | |||||||
Subsequent Event [Line Items] | |||||||
Weighted-average recognition period | 4 years | ||||||
Subsequent Event | 2019 Stock Incentive Plan | Maximum | |||||||
Subsequent Event [Line Items] | |||||||
Number of Shares, Granted | 2,148,679 | ||||||
Subsequent Event | 2022 Employee Stock Purchase Plan | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares initially reserved for issuance | 215,000 | ||||||
Increase in common stock reserved for issuance as percentage of outstanding shares of common stock | 1% |