Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Mar. 24, 2023 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | FY | |
Trading Symbol | 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 Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Common Stock, Shares Outstanding | 21,920,634 | |
Entity Current Reporting Status | Yes | |
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 Annual Report | true | |
Document Transition Report | false | |
ICFR Auditor Attestation Flag | false | |
Documents Incorporated by Reference | Portions of the Registrant's definitive Proxy Statement, to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, for its 2023 Annual Meeting of Stockholders are incorporated herein by reference in Part III. | |
Auditor Firm ID | 238 | |
Auditor Name | PricewaterhouseCoopers LLP | |
Auditor Location | Boston, Massachusetts, United States | |
Entity Public Float | $ 0 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 29,519 | $ 99,603 |
Short-term investments | 98,232 | |
Prepaid expenses and other current assets | 4,344 | 805 |
Total current assets | 132,095 | 100,408 |
Property and equipment, net | 2,092 | 290 |
Operating lease right-of-use assets | 4,770 | 5,501 |
Long-term investments | 41,881 | |
Restricted cash | 388 | 388 |
Total assets | 181,226 | 106,587 |
Current liabilities: | ||
Accounts payable | 904 | 964 |
Accrued expenses and other current liabilities | 4,886 | 1,286 |
Operating lease liabilities, current | 726 | 664 |
Total current liabilities | 6,516 | 2,914 |
Operating lease liabilities, long-term | 4,235 | 4,964 |
Total liabilities | 10,751 | 7,878 |
Commitments and contingencies (Note 14) | ||
Series convertible preferred stock | 122,518 | |
Stockholders' equity (deficit): | ||
Common stock, par value $0.001; 500,000,000 and 40,013,683 shares authorized as of December 31, 2022 and 2021, respectively; 21,920,402 and 1,769,561 shares issued and outstanding as of December 31, 2022 and 2021, respectively. | 22 | 2 |
Additional paid-in capital | 226,580 | 1,054 |
Accumulated other comprehensive loss | (95) | |
Accumulated deficit | (56,032) | (24,865) |
Total stockholders' equity (deficit) | 170,475 | (23,809) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | $ 181,226 | 106,587 |
Series A-1 Convertible Preferred Stock | ||
Current liabilities: | ||
Series convertible preferred stock | 22,502 | |
Series B Convertible Preferred Stock | ||
Current liabilities: | ||
Series convertible preferred stock | $ 100,016 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary equity, shares authorized | 27,471,911 | |
Temporary equity, shares issued | 27,471,911 | |
Temporary equity, shares outstanding | 27,471,911 | |
Temporary equity, liquidation preference | $ 122,846 | |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 10,000,000 | 0 |
Preferred stock, shares, issued | 0 | 0 |
Preferred stock, shares, outstanding | 0 | 0 |
Common stock, per share value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 40,013,683 |
Common stock, shares, issued | 21,920,402 | 1,769,561 |
Common stock, shares, outstanding | 21,920,402 | 1,769,561 |
Series A-1 Convertible Preferred Stock | ||
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 0 | 9,904,806 |
Temporary equity, shares issued | 0 | 9,904,806 |
Temporary equity, shares outstanding | 0 | 9,904,806 |
Temporary equity, liquidation preference | $ 22,583 | |
Series B Convertible Preferred Stock | ||
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 0 | 17,567,105 |
Temporary equity, shares issued | 0 | 17,567,105 |
Temporary equity, shares outstanding | 0 | 17,567,105 |
Temporary equity, liquidation preference | $ 100,263 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||
Total operating expenses | $ 32,657 | $ 16,184 |
Loss from operations | (32,657) | (16,184) |
Other income (expense): | ||
Other income, net | 1,490 | 21 |
Change in fair value of preferred stock tranche rights | (50) | |
Change in fair value of anti-dilution right | (30) | |
Total other income (expense), net | 1,490 | (59) |
Net loss | $ (31,167) | $ (16,243) |
Net loss per share—basic | $ (7.56) | $ (9.32) |
Net loss per share—diluted | $ (7.56) | $ (9.32) |
Weighted-average common stock outstanding—basic | 4,121,912 | 1,743,382 |
Weighted-average common stock outstanding—diluted | 4,121,912 | 1,743,382 |
Comprehensive loss: | ||
Net loss | $ (31,167) | $ (16,243) |
Other comprehensive loss: | ||
Unrealized loss on available-for-sale investments | (95) | |
Comprehensive loss | (31,262) | (16,243) |
Research and Development | ||
Operating expenses: | ||
Total operating expenses | 23,949 | 13,718 |
General and Administrative | ||
Operating expenses: | ||
Total operating expenses | $ 8,708 | $ 2,466 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Total | IPO [Member] | Private Placement [Member] | Convertible Preferred Stock | Common Stock | Common Stock IPO [Member] | Common Stock Private Placement [Member] | Additional Paid-In Capital | Additional Paid-In Capital IPO [Member] | Additional Paid-In Capital Private Placement [Member] | Accumulated Other Comprehensive Income | Accumulated Deficit |
Beginning Balance at Dec. 31, 2020 | $ (8,413) | $ 1 | $ 208 | $ (8,622) | ||||||||
Beginning Balance of Temporary Equity, Shares at Dec. 31, 2020 | 4,422,350 | |||||||||||
Beginning Balance of Temporary Equity, Value at Dec. 31, 2020 | $ 9,667 | |||||||||||
Beginning Balance, Shares at Dec. 31, 2020 | 1,432,480 | |||||||||||
Issuance of common stock | 349 | $ 1 | 348 | |||||||||
Issuance of common stock, Shares | 336,575 | |||||||||||
Exercise of common stock options | 1 | 1 | ||||||||||
Exercise of common stock options, Shares | 506 | |||||||||||
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 | |||||||||||
Issuance of Series B convertible preferred stock, net of issuance costs of $247 | $ 99,753 | |||||||||||
Issuance of Series B convertible preferred stock, net of issuance cost, Shares | 17,521,047 | |||||||||||
Issuance of Series B convertible preferred stock related to settlement of anti-dilution right | $ 263 | |||||||||||
Issuance of Series B convertible preferred stock related to settlement of anti-dilution right, Shares | 46,058 | |||||||||||
Stock-based compensation expense | 497 | 497 | ||||||||||
Net loss | (16,243) | (16,243) | ||||||||||
Ending Balance at Dec. 31, 2021 | $ (23,809) | $ 2 | 1,054 | (24,865) | ||||||||
Ending Balance of Temporary Equity, Shares at Dec. 31, 2021 | 27,471,911 | 27,471,911 | ||||||||||
Ending Balance of Temporary Equity, Value at Dec. 31, 2021 | $ 122,518 | $ 122,518 | ||||||||||
Ending Balance, Shares at Dec. 31, 2021 | 1,769,561 | |||||||||||
Issuance of common stock | $ 96,169 | $ 4,650 | $ 9 | $ 96,160 | $ 4,650 | |||||||
Issuance of common stock, Shares | 8,585,540 | 400,000 | ||||||||||
Exercise of common stock options | $ 24 | 24 | ||||||||||
Exercise of common stock options, Shares | 25,039 | 25,039 | ||||||||||
Conversion of convertible preferred stock to common stock, Shares | (27,471,911) | 11,140,262 | ||||||||||
Conversion of convertible preferred stock to common stock | $ 122,518 | $ (122,518) | $ 11 | 122,507 | ||||||||
Unrealized loss on available-for-sale investments, net of tax | (95) | $ (95) | ||||||||||
Stock-based compensation expense | 2,185 | 2,185 | ||||||||||
Net loss | (31,167) | (31,167) | ||||||||||
Ending Balance at Dec. 31, 2022 | $ 170,475 | $ 22 | $ 226,580 | $ (95) | $ (56,032) | |||||||
Ending Balance, Shares at Dec. 31, 2022 | 21,920,402 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Series A-1 Convertible Preferred Stock | |
Issuance costs | $ 33 |
Series B Convertible Preferred Stock | |
Issuance costs | $ 247 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (31,167,000) | $ (16,243,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 364,000 | 37,000 |
Stock-based compensation expense | 2,185,000 | 497,000 |
Non-cash lease expense | 731,000 | 795,000 |
Net amortization of premiums and accretion of discounts on investments | (698,000) | |
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 | 30,000 | |
Gain upon extinguishment of PPP loan | (58,000) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (3,539,000) | (764,000) |
Accounts payable | (245,000) | 798,000 |
Accrued expenses and other liabilities | 2,919,000 | 866,000 |
Operating lease liabilities | (667,000) | (572,000) |
Net cash used in operating activities | (30,117,000) | (13,982,000) |
Cash flows from investing activities: | ||
Purchases of short-term and long-term investments | (150,178,000) | |
Proceeds from sales and maturities of short-term investments | 10,668,000 | |
Purchases of property and equipment | (2,166,000) | (238,000) |
Net cash used in investing activities | (141,676,000) | (238,000) |
Cash flows from financing activities: | ||
Proceeds from initial public offering of common stock, net of commissions and underwriting discounts | 99,808,000 | |
Proceeds from issuance of common stock upon Concurrent Private Placement, net of placement agent fee | 4,650,000 | |
Proceeds from issuance of Series A-1 preferred stock in second and third closings, net of issuance costs | 12,467,000 | |
Proceeds from issuance of Series B preferred stock, net of issuance costs and settlement of anti-dilution right | 99,753,000 | |
Payments of initial public offering costs | (2,773,000) | |
Proceeds from exercise of stock options | 24,000 | 1,000 |
Net cash provided by financing activities | 101,709,000 | 112,221,000 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (70,084,000) | 98,001,000 |
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 | 29,907,000 | 99,991,000 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of convertible preferred stock to common stock | 122,518,000 | |
Fair value of preferred stock tranche rights recognized as Series A-1 preferred stock upon issuance of milestone shares | 368,000 | |
Fair value of anti-dilution right recognized as Series B preferred stock upon issuance of anti-dilution shares | 263,000 | |
Purchases of property and equipment included in accounts payable | 30,000 | |
Supplemental cash flow information: | ||
Right-of-use assets obtained in exchange for operating lease liability | 6,200,000 | |
Deferred offering costs in accounts payable and accrued expenses and other current liabilities | 866,000 | |
Reconciliation of cash, cash equivalents, and restricted cash: | ||
Cash and cash equivalents | 29,519,000 | 99,603,000 |
Restricted cash | 388,000 | 388,000 |
Total cash, cash equivalents, and restricted cash | $ 29,907,000 | $ 99,991,000 |
Nature of the Business
Nature of the Business | 12 Months Ended |
Dec. 31, 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 $ 31.2 million and $ 16.2 million for the years ended December 31, 2022, and 2021, respectively. As of December 31, 2022 and 2021 the Company had an accumulated deficit of $ 56.0 million and $ 24.9 million, respectively. 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 (“IPO”) and concurrent private placement. The Company expects that its existing cash, cash equivalents and investments of $ 169.6 million as of December 31, 2022, will be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months from the date these 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 for gross proceeds of $ 94.4 million. 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 closed on December 16, 2022, upon which the Company issued 1,035,540 shares of common stock for gross proceeds of $ 12.9 million. The Company received aggregate net proceeds from the IPO, including the exercise by the underwriters of their option to purchase additional shares, of $ 99.8 million, after deducting underwriting discounts and commissions of $ 7.5 million, but before deducting offering expenses payable by the Company of $ 3.6 million. 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. Accordingly, all common shares, stock options, and per share information presented in the accompanying 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 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 consolidated financial statements and noted that there is no material effect on the consolidated financial statements as of December 31, 2022 and 2021. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying 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. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual of research and development expenses, the valuation of stock-based awards, and prior to the IPO, the valuation of preferred stock tranche rights and anti-dilution right. The Company bases its estimates on historical experience when available, known trends and other market specific data, or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates and assumptions are reflected in reported results in the period in which they become known. Actual results could differ from those estimates. Segment Information Operating segments are defined as components of an enterprise for which separate and discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company has one operating segment. The Company’s focus is the research and development of precision oncology therapies. The Company’s chief operating decision maker, its chief executive officer, manages the Company’s operations on a consolidated basis for the purpose of allocating resources. As the Company has one reportable segment, all required segment financial information is presented in the consolidated financial statements. As of December 31, 2022, the majority of the Company’s long-lived assets are held in the United States. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of 90 days or less at acquisition to be cash equivalents. Cash and cash equivalents include standard checking accounts and amounts held in money market funds. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. Restricted Cash Cash accounts with any type of restriction are classified as restricted cash. The Company has restricted cash deposits with a bank, which serve as collateral for a letter of credit issued to the landlord of the Company’s leased facility for a security deposit. The Company classified this amount as restricted cash in the accompanying consolidated balance sheets within non-current assets based on the release date of restrictions. Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of an equity financing, these costs are recorded as a reduction of the proceeds from the offering, either as a reduction of the carrying value of the preferred stock or in stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering. There were no deferred offering costs capitalized as of December 31, 2022. After the closing of the IPO in November 2022, the related deferred offering costs were recorded in stockholders' equity (deficit) as a reduction to additional paid-in capital generated as a result of the offering. Concentration of Credit Risk and Significant Suppliers Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and investments. The Company has not experienced any credit losses on its cash, cash equivalents, or investments. The Company maintains its cash, cash equivalents and investments, which at times exceed insurance limits, at major financial institutions. The Company has not experienced any losses in such accounts and management believes that such funds are not exposed to any significant credit or concentration risk. However, the Company may face exposure, including constraint on liquidity and access to capital, if there is failure by these or other financial institutions. The Company is dependent on third-party contract research organizations (“CROs”) and contract manufacturing organizations to supply certain intellectual property and services for research activities in its drug candidates. In particular, the Company relies and expects to continue to rely on a small number of these organizations to supply it with its requirements for key raw materials related to these programs. These drug candidates could be adversely affected by a significant interruption in the supply of key raw materials. Additionally, the Company relies on a single companion diagnostic collaborator to perform ACR-368 OncoSignature tests in the Company’s clinical trials (see Note 14). Comprehensive Loss Comprehensive loss is defined as a change in equity of a business enterprise during a period resulting from transactions from non-owner sources. Comprehensive loss includes net loss and certain changes in stockholders' equity (deficit) that are excluded from net loss. The Company had a net change in available-for-sale securities during the year ended December 31, 2022, which met the criteria as other comprehensive loss and, therefore, the Company’s comprehensive loss includes unrealized gains (losses) on those available-for-sale securities. There was no difference between net loss and comprehensive loss for the year ended December 31, 2021. 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 and comprehensive loss. 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 and comprehensive loss. 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 factors such 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. Fair Value Measurements Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurement (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes among the following: Level 1 —Quoted prices in active markets for identical assets or liabilities. Level 2 —Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s preferred stock tranche rights and anti-dilution right were carried at fair value, determined according to Level 3 inputs in the fair value hierarchy described above. Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation. Costs of major additions and betterments are capitalized. Maintenance and repairs which do not improve or extend the life of the respective assets are charged to expense as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from five to seven years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related asset. The Company had no leasehold improvements as of December 31, 2022 and 2021. When an item is sold or retired, the costs and related accumulated depreciation are eliminated, and the resulting gain or loss, if any, is credited or charged to the consolidated statement of operations and comprehensive loss. Property and equipment to be disposed of are carried at fair value less costs to sell. The estimated useful lives of the Company’s property and equipment are as follows: Estimated Useful Life (in Years) Laboratory equipment and computer equipment 5 years Furniture and fixtures 5 - 7 years Leasehold improvements Lesser of asset useful life or lease term Impairment of Long-Lived Assets The Company recognizes an impairment loss in loss from operations only if the carrying amount of a long-lived asset is not recoverable based on its undiscounted future cash flows and in such case, measures an impairment loss as the difference between the carrying amount and the fair value of the asset. The Company tests long-lived assets to be held and used, including property and equipment and operating lease right-of-use (“ROU”) assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of assets or asset groups may not be fully recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written down to their fair values. The Company has no t recognized any impairment losses during the years ended December 31, 2022 and 2021. Research and Development Expenses Research and development costs include (i) employee-related expenses, including salaries, benefits, and stock-based compensation expense; (ii) external research and development expenses incurred under arrangements with third parties, such as CRO agreements and consultants; (iii) costs associated with preclinical activities; and (iv) lab supplies, lab expenses and an allocation of rent, depreciation, and infrastructure. Costs incurred in connection with research and development activities are expensed as incurred. The Company enters into various consulting, research, and other agreements with commercial firms, researchers, universities and other external parties for the provision of goods and services. Such arrangements are generally cancelable upon reasonable notice and payment of costs incurred. Costs are considered incurred based on an evaluation of the progress to completion of specific tasks under each contract using information and data provided by the Company’s clinical sites and vendors. These costs consist of direct and indirect costs associated with specific projects, as well as fees paid to various entities that perform certain research on behalf of the Company. Depending upon the timing of payments to the service providers, the Company recognizes prepaid expenses or accrued expenses related to these costs. These accrued or prepaid expenses are based on management’s estimates of the work performed under service agreements, milestones achieved, and experience with similar contracts. Milestone payments under license agreements are accrued, with a corresponding expense being recognized, in the period in which the milestone is determined to be probable of achievement and the related amount is reasonably estimable. The Company monitors each of these factors and adjusts estimates accordingly. The Company has not experienced any material differences between accrued costs and actual costs incurred since its inception. Asset Acquisitions and Acquired In-Process Research and Development Expenses The Company accounts for acquisitions of assets or a group of assets that do not meet the definition of a business as asset acquisitions based on the cost to acquire the asset or group of assets, which include certain transaction costs. In an asset acquisition, the cost to acquire is allocated to the identifiable assets acquired and liabilities assumed based on their relative fair values as of the acquisition date. No goodwill is recorded in an asset acquisition. Assets that are acquired in an asset acquisition for use in research and development activities that have an alternative future use are capitalized as in-process research and development (“IPR&D”). Acquired IPR&D that has no alternative future use as of the acquisition date is recognized as research and development expense as of the acquisition date. The Company will recognize additional research and development expenses in the future if and when the Company becomes obligated to make contingent milestone payments under the terms of the agreements by which it acquired the IPR&D assets. Contingent consideration in asset acquisitions is measured and recognized when payment becomes probable and reasonably estimable. Subsequent changes in the accrued amount of contingent consideration are measured and recognized at the end of each reporting period and upon settlement as an adjustment to the cost basis of the acquired asset or group of assets, or, if related to IPR&D with no alternative future use, charged to expense. The Company did no t recognize any IPR&D expense for the year ended December 31, 2022. For the year ended December 31, 2021, the Company recognized $ 5.5 million of IPR&D expense in connection with the consideration due under the Lilly Agreement (see Note 8), included within research and development expense. Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications such as direct application fees, and legal and consulting expenses are expensed as incurred due to the uncertainty about the recovery of the expenditure. Patent-related costs are classified as general and administrative expenses within the Company’s consolidated statements of operations and comprehensive loss. Foreign Currency Transactions The functional currency for the Company’s wholly-owned foreign subsidiary, Acrivon AB, is the United States dollar. All foreign currency transaction gains and losses are recognized in the consolidated statements of operations and comprehensive loss through other income (expense). The Company has not recognized material currency transaction gains or losses during the years ended December 31, 2022 and 2021. Leases Prior to January 1, 2021, the Company accounted for leases in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 840, Leases (“ASC 840”). At lease inception, the Company determined if an arrangement was an operating or capital lease. For operating leases, the Company recognized rent expense, inclusive of rent escalations, on a straight-line basis over the lease term. Effective on January 1, 2021, the Company accounts for leases in accordance with Accounting Standards Update ("ASU") No. 2016-02, Leases , as subsequently amended (collectively, “ASC 842”). In accordance with ASC 842, the Company determines whether an arrangement is or contains a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies leases at the lease commencement date, when control of the underlying asset is transferred from the lessor to the lessee, as operating or finance leases and records a ROU asset and a lease liability on the consolidated balance sheets for all leases with an initial lease term of greater than 12 months. The Company has elected to not recognize leases with a lease term of 12 months or less, but payments are recognized as expense on a straight-line basis over the lease term. The Company enters into contracts that contain both lease and non-lease components. Non-lease components may include maintenance, utilities, and other operating costs. For leases of real estate, the Company combines the lease and associated non-lease components in its lease arrangements as a single lease component. Variable costs, such as utilities or maintenance costs, are not included in the measurement of right-of-use assets and lease liabilities, but rather are expensed when the event determining the amount of variable consideration to be paid occurs. Finance and operating lease assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term using the discount rate implicit in the lease if readily determinable. If the rate implicit is not readily determinable, the Company utilizes its incremental borrowing rate, which reflects the fixed rate at which the Company could borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. ROU assets are further adjusted for initial direct costs, prepaid rent, or incentives received. Operating lease payments are expensed using the straight-line method as an operating expense over the lease term. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Finance lease assets are amortized to depreciation expense using the straight-line method over the shorter of the useful life of the related asset or the lease term. Finance lease payments are bifurcated into (i) a portion that is recorded as interest expense using the effective interest method and (ii) a portion that reduces the finance liability associated with the lease. In addition, the Company examines other contracts with suppliers, vendors and outside parties to identify whether such contracts contain an embedded lease and, as applicable, records such embedded leases in accordance with ASC 842. Convertible Preferred Stock The Company’s convertible preferred stock was classified as temporary equity in the accompanying consolidated balance sheets and excluded from stockholders’ equity (deficit) as the potential redemption of such stock was outside the Company’s control which would have required the redemption of the then-outstanding convertible preferred stock. The convertible preferred stock was not redeemable except for in the event of a liquidation, dissolution, or winding up of the Company (see Note 9). Costs incurred in connection with the issuance of convertible preferred stock, as well as the recognition of the preferred stock tranche liability, are recorded as a reduction of gross proceeds from issuance. The Company did not accrete the carrying values of the preferred stock to the redemption values since the occurrence of these events was not considered probable as of December 31, 2021. After the closing of the IPO, all of the Company’s outstanding shares of convertible preferred stock converted into shares of common stock. Stock-Based Compensation The Company accounts for all stock-based payment awards granted to employees and non-employees as stock-based compensation expense at fair value, based on the date of the grant, and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. The Company’s stock-based payments include stock options and grants of common stock. The measurement date for employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the employees’ requisite service period, which is the vesting period, on a straight-line basis. The Company adopted ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU No. 2018-07”) at inception of the 2019 Stock Incentive Plan, prior to the issuance of any stock option grants. The measurement date for non-employee awards is the date of grant, and stock-based compensation costs for non-employees are recognized as expense over the vesting period on a straight-line basis. The Company accounts for forfeitures as they occur. Stock-based compensation expense is classified in the accompanying consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients service payments are classified. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions. Prior to the IPO, the Company’s board of directors (“Board”) determined the fair value of the Company’s common stock, taking into consideration its most recently available third-party valuations of common stock as well as additional factors which may have changed since the date of the most recent contemporaneous valuation through the grant date. The Company has historically been a private company and lacks company-specific historical and implied volatility information. Following the IPO, the fair value of the Company's common stock is determined based on the quoted market price of common stock. The Company estimates its expected stock volatility based on the historical volatility of a publicly traded set of representative companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. Net Loss per Share Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common shares outstanding during the period and, if dilutive, the weighted-average number of potential shares of common stock. Net loss per share attributable to common stockholders is calculated using the two-class method, which is an earnings allocation formula that determines net loss per share for the holders of the Company’s common shares and participating securities. The Company’s convertible preferred stock contained participation rights in any dividend paid by the Company and was deemed to be a participating security. Net loss attributable to common stockholders and participating preferred shares, if any, are allocated to each share on an as-converted basis as if all of the earnings for the period had been distributed. The participating securities did not include a contractual obligation to share in losses of the Company and are not included in the calculation of net loss per share in the periods in which a net loss is recorded. Diluted net loss per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method. The Company allocates earnings first to preferred stockholders based on dividend rights and then to common and preferred stockholders based on ownership interests. The weighted-average number of common shares included in the computation of diluted net loss per share gives effect to all potentially dilutive common equivalent shares, including outstanding stock options and preferred stock. Common stock equivalent shares are excluded from the computation of diluted net loss per share if their effect is antidilutive. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is antidilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2022 and 2021. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or the Company’s tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established. The Company accounts for uncertain tax positions recognized in the consolidated financial statements by prescribing a “more likely than not” threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. There are no unrecognized tax benefits included in the Company’s consolidated balance sheets as of December 31, 2022 and 2021. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. The Company has not recognized interest or penalties in its consolidated statements of operations and comprehensive loss since inception. 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 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, ASU 2020-02 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 | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
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 short-term investments and long-term investments on the consolidated balance sheets (in thousands): December 31, 2022 Amortized Cost Gross Unrealized Gross Unrealized Fair Value Short-term investments: U.S. Treasury securities $ 32,174 $ 3 $ ( 34 ) $ 32,143 U.S. government-sponsored enterprise securities 66,106 68 ( 85 ) 66,089 Long-term investments: U.S. Treasury securities 7,242 — ( 4 ) 7,238 U.S. government-sponsored enterprise securities 34,686 — ( 43 ) 34,643 $ 140,208 $ 71 $ ( 166 ) $ 140,113 Certain short-term debt securities with original maturities of less than 90 days are included in cash and cash equivalents on the consolidated balance sheet and are not included in the table above. As of December 31, 2022, all short-term investments had contractual maturities within one year and all long-term investments had contractual maturities between one to two years . The Company had no investments during the year ended December 31, 2021. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 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 December 31, 2022 Using: Assets: Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 24,082 $ 24,082 $ — $ — Short-term investments: U.S. Treasury securities 32,143 32,143 — — U.S. government-sponsored enterprise securities 66,089 — 66,089 — Long-term investments: U.S. Treasury securities 7,238 7,238 — — U.S. government-sponsored enterprise securities 34,643 — 34,643 — Total assets $ 164,195 $ 63,463 $ 100,732 $ — Fair Value Measurements at December 31, 2021 Using: Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 79,000 $ 79,000 $ — $ — Total assets $ 79,000 $ 79,000 $ — $ — The Company classifies its money market funds and U.S. Treasury securities 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 years ended December 31, 2022 and 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 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 were 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 represented 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 year ended December 31, 2021, which reflects the inputs used at remeasurement prior to settlement in January 2021: Year 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 Preferred Stock Tranche Rights ( 368 ) Balance at December 31, 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 year ended December 31, 2021: Year Ended Volatility 125 % Risk-free rate 0.0 % - 0.1 % Discount rate 47.5 % Implied issuance price of Series B Preferred Stock $ 0.84 - $ 6.11 Probability of settlement 10 % - 100 % 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 30 Fair value recognized as Series B Preferred Stock upon settlement of Anti-dilution Right ( 263 ) Balance at December 31, 2021 $ — |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 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): December 31, 2022 2021 Laboratory and computer equipment $ 2,340 $ 267 Furniture and fixtures 172 79 Total property and equipment 2,512 346 Less: accumulated depreciation ( 420 ) ( 56 ) Property and equipment, net $ 2,092 $ 290 Depreciation expense related to property and equipment for the years ended December 31, 2022 and 2021 was $ 0.4 million and $ 37,000 , respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 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): December 31, 2022 2021 Accrued compensation and benefits $ 2,662 $ 667 Accrued research and development expenses 790 408 Accrued offering costs 673 — Accrued legal, accounting and other professional fees 648 67 Deferred sublease income 69 66 Accrued other 44 78 Total accrued expenses and other current liabilities $ 4,886 $ 1,286 |
Leases
Leases | 12 Months Ended |
Dec. 31, 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 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 , is scheduled to expire in September 2023 , and will automatically renew for an additional term of three years unless the Company provides written notice of termination six months prior to the termination date. Lease payments are 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 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 $ 0.8 million and $ 0.4 million for the years ended December 31, 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 consolidated statements 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 years ended December 31, 2022 and 2021 was $ 0.5 million and $ 0.3 million, respectively. The following table summarizes the presentation of the Company’s operating leases on its consolidated balance sheets (in thousands): Leases Balance sheet classification December 31, 2022 December 31, 2021 Assets: Operating lease assets Operating lease right-of-use assets $ 4,770 $ 5,501 Total lease assets $ 4,770 $ 5,501 Liabilities: Current: Operating lease liabilities Operating lease liability, current $ 726 $ 664 Noncurrent: Operating lease liabilities Operating lease liability, long-term 4,235 4,964 Total lease liabilities $ 4,961 $ 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 consolidated statements of operations and comprehensive loss were as follows (in thousands): For the Year Ended December 31, Lease cost 2022 2021 Operating lease cost $ 1,143 $ 1,144 Short-term lease cost — 131 Variable lease cost 519 282 Sublease income ( 537 ) ( 291 ) Total lease cost $ 1,125 $ 1,266 As of December 31, 2022 and 2021, the weighted-average remaining lease term for operating leases was 5.3 years and 6.3 years, respectively, and the weighted-average discount rate was 7.86 % and 7.85 %, respectively. Cash paid for amounts included in the measurement of lease liabilities was $ 1.1 million for the year ended December 31, 2022. Future minimum annual lease commitments under the Company’s non-cancellable operating leases as of December 31, 2022 were as follows (in thousands): Year ended December 31, Amount 2023 $ 1,087 2024 1,098 2025 1,131 2026 1,165 2027 1,200 Thereafter 404 Total lease payments 6,085 Less: interest ( 1,124 ) Present value of operating lease liabilities $ 4,961 |
License Agreement
License Agreement | 12 Months Ended |
Dec. 31, 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 a low 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 were similarly identifiable assets, with no alternative future use. The Company recognized the aggregate acquisition cost as acquired IPR&D expense in the consolidated statements of operations and comprehensive loss. For the year ended December 31, 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 December 31, 2022, no milestone payments or royalties have been incurred related to the Lilly Agreement. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | 9. Convertible Preferred Stock Series A-1 Preferred Stock In October 2020, 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 the consolidated balance sheets. 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 December 31, 2021 (in thousands, except share amounts): 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 closing of the Company’s IPO on November 17, 2022, all outstanding shares of Preferred Stock converted into 11,140,262 shares of common stock. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2022 | |
Class Of Stock Disclosures [Abstract] | |
Stockholders' Equity (Deficit) | 10. Stockholders' Equity (Deficit) 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. In October 2022, the Board approved the amended and restated certificate of incorporation, which was filed upon the closing of the IPO and which authorized the Company to issue up to 10,000,000 shares of preferred stock, with a par value of $ 0.001 . There are no shares of preferred stock issued or outstanding as of December 31, 2022. As of December 31, 2022 and 2021, the Company’s Amended and Restated Certificate of Incorporation authorized the Company to issue 500,000,000 and 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 Amended and Restated Certificate of Incorporation. As of December 31, 2022, and 2021, the Company had reserved the following shares of common stock for the potential conversion of outstanding Preferred Stock, exercise of stock options, vesting of restricted stock units, as well as the remaining shares available for issuance under the 2022 Stock Option and Incentive Plan (the “2022 Plan”) and the 2022 Employee Stock Purchase Plan (the “2022 ESPP”): December 31, 2022 2021 Preferred Stock, as converted — 11,140,262 Options to purchase common stock 3,300,935 881,611 Unvested restricted stock units 1,787,152 — Remaining shares reserved for future issuance 733,636 2,194,906 Total 5,821,723 14,216,779 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 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. As of December 31, 2022, there were no shares authorized to be issued and the remaining shares available for issuance under the 2019 Plan were made available for issuance under the 2022 Plan at the time of adoption described below. No further shares will be issued under the 2019 Plan. As of December 31, 2021, there were 3,077,023 shares authorized to be issued and 2,194,906 shares reserved for future issuance under the 2019 Plan. 2022 Equity Incentive Plan In October 2022, the Board adopted, and in November 2022 its stockholders approved, 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 remained 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. As of December 31, 2022, there were 518,636 shares reserved for future 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 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. No shares of the Company's common stock were issued and no stock-based compensation expense was recognized during the year ended December 31, 2022 related to the 2022 ESPP. IPO Option Grants and RSU 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 IPO price of $ 12.50 per share, under the 2022 Plan. The Company estimated that the aggregate grant-date fair value of the options granted in connection with the IPO was $ 10.0 million, which is expected to be recognized as stock-based compensation expense over the vesting 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 IPO price, the Company estimated that the aggregate grant-date fair value of the RSUs granted in connection with the IPO was $ 22.1 million, which is expected to be recognized as stock-based compensation expense over the vesting period of three to four years . 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 assumptions that the Company used in the Black-Scholes option-pricing model to determine the grant date fair value of stock options granted were as follows: December 31, 2022 December 31, 2021 Risk-free interest rate range 2.69 % - 4.15 % 0.49 % - 1.33 % Dividend yield 0.00 % 0.00 % Expected life of options (years) 5.8 - 6.1 5.0 - 6.2 Volatility rate range 71.06 % - 82.54 % 70.77 % - 79.18 % Fair value of common stock range $ 3.63 - $ 12.50 $ 1.04 - $ 3.88 The following table summarizes the Company’s stock option activity for the year ended December 31, 2022: Number Weighted-Average Weighted-Average Aggregate Intrinsic Outstanding as of December 31, 2021 881,611 $ 1.60 9.18 $ 2,008 Granted 2,516,310 7.74 Exercised ( 25,039 ) 0.94 Forfeited or canceled ( 71,947 ) 2.55 Outstanding as of December 31, 2022 3,300,935 $ 6.29 9.26 $ 18,346 Vested and expected to vest as of December 31, 2022 3,300,935 $ 6.29 9.26 $ 18,346 Vested and exercisable as of December 31, 2022 726,847 $ 2.14 8.38 $ 6,822 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 aggregate intrinsic value of options exercised during the year ended December 31, 2022 was $ 0.1 million. There was no aggregate intrinsic value of options exercised during the year ended December 31, 2021. The weighted-average grant date fair value of the Company’s stock options granted during the year ended December 31, 2022 and 2021 was $ 5.52 and $ 1.04 per option, respectively. As of December 31, 2022 and 2021, there was $ 13.0 million and $ 0.4 million, respectively, of unrecognized stock-based compensation expense related to stock option grants. As of December 31, 2022 and 2021, the Company expects to recognize this amount over a weighted-average period of 3.3 years and 2.6 years, respectively. The total fair value of options vested during the years ended December 31, 2022 and 2021, was $ 0.5 million and $ 0.5 million, respectively. RSUs The Company has granted RSUs with service vesting based conditions. Unvested shares of restricted common stock may not be sold or transferred by the holder. They are legally issued and outstanding. These restrictions lapse accordingly to the time-based vesting of each award. A summary of the RSU activity during the year ended December 31, 2022 is as follows: Restricted Stock Units Weighted-Average Unvested at December 31, 2021 — $ — Granted 1,787,152 12.49 Vested — — Forfeited — — Unvested at December 31, 2022 1,787,152 $ 12.49 The Company granted RSUs under the 2022 Plan, 25 % of which vest on the first anniversary of the vesting start date, and the remaining restricted stock units vest in equal quarterly installments for 12 quarters thereafter. No RSUs vested during the year ended December 31, 2022. The weighted-average grant date fair value of the Company’s RSUs granted during the year ended December 31, 2022 was $ 12.49 per RSU. As of December 31, 2022, there was $ 21.4 million of unrecognized stock-based compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of 3.1 years. Stock-Based Compensation Expense Stock-based compensation expense included in the Company’s consolidated statements of operations and comprehensive loss is as follows (in thousands): Year Ended December 31, 2022 2021 Research and development $ 789 $ 411 General and administrative 1,396 86 Total stock-based compensation expense $ 2,185 $ 497 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The effective income tax rate differed from the amount computed by applying the federal statutory rate to the Company’s loss before income taxes as follows: December 31, 2022 2021 Tax effected at statutory rate 21.0 % 21.0 % State taxes 7.0 5.7 Stock-based compensation ( 0.5 ) ( 0.1 ) 162(m) limitation ( 0.7 ) — Federal research & development credits 1.3 0.3 Change in valuation allowance ( 28.1 ) ( 26.9 ) Total — % — % The Company's total deferred tax assets at December 31, 2022 and 2021 are as follows (in thousands): December 31, 2022 2021 Deferred Tax Assets Net operating loss carryforward $ 6,137 $ 3,697 R&D credit carryovers 1,015 160 Section 174 R&D amortization 5,093 — Operating lease liabilities 1,309 1,474 Accrued expenses and other current liabilities 528 257 Capitalized licenses 2,039 1,399 Other 226 110 16,347 7,097 Valuation allowance ( 14,562 ) ( 5,588 ) Deferred tax asset 1,785 1,509 Deferred Tax Liabilities Property and equipment ( 531 ) ( 73 ) Operating lease right-of-use assets ( 1,254 ) ( 1,436 ) Deferred tax liability ( 1,785 ) ( 1,509 ) Net deferred tax asset $ — $ — The Company has had no income tax expense due to operating losses incurred since inception. ASC 740, Income Taxes , requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on this, the Company has provided a valuation allowance for the full amount of the net deferred tax assets as the realization of the deferred tax assets is not determined to be more likely than not. During 2022, the valuation allowance increased by $ 9.0 million primarily due to the increase in the Company's book loss reported in the period and the generation of additional research and development credits. As of December 31, 2022, the Company had $ 21.5 million and $ 20.9 million of federal and state operating loss carryforwards (“NOLs”), respectively. The federal NOLs are not subject to expiration and the state NOLs begin to expire in 2038 . These loss carryforwards are available to reduce future federal taxable income, if any. As of December 31, 2022, the Company also has federal and state research and development tax credit carryforwards of approximately $ 0.4 million and $ 0.7 million, respectively, to offset future income taxes, which will begin to expire beginning in December 2033. These loss carryforwards are subject to review and possible adjustment by the appropriate taxing authorities. The amount of loss carryforwards that may be utilized in any future period may be limited based upon changes in the ownership of the Company's ultimate parent. The 2017 Tax Cuts and Jobs Act (“TCJA”) included a multitude of tax provisions, including several deferred changes that became effective for tax years ending after December 31, 2021. Included in the provisions was the TCJA’s amendment to Section 174, which now requires U.S.-based and non-U.S-based research and experimental (“R&E”) expenditures to be capitalized and amortized over a period of five or 15 years , respectively, for amounts paid in tax years starting after December 31, 2021. Prior to the TCJA amendment, Section 174 allowed taxpayers to either immediately deduct R&E expenditures in the year paid or incurred. The Company has applied this required change in accounting method beginning in 2022. On December 18, 2015, the Protecting Americans from Tax Hikes (“PATH”) Act of 2015 was signed into law. The PATH Act has created several R&D credit provisions, including allowing qualified small business to utilize the research credit against the employer portion of payroll tax (i.e., FICA tax) not exceeding $ 500,000 per year. The Company qualifies as small business for 2022, and will make a small business election. The Company follows the provisions of ASC 740-10, Accounting for Uncertainty in Income Taxes , which specifies how tax benefits for uncertain tax positions are to be recognized, measured, and recorded in financial statements; requires certain disclosures of uncertain tax matters; specifies how reserves for uncertain tax positions should be classified on the balance sheet; and provides transition and interim period guidance, among other provisions. As of December 31, 2022 and 2021, the Company has no t recorded tax reserves associated with any unrecognized tax benefits. The Company’s policy is to recognize interest and penalties accrued on any uncertain tax positions as a component of income tax expense, if any, in its consolidated statements of operations. As of December 31, 2022, and 2021, the Company had no reserves for uncertain tax positions. For the years ended December 31, 2022 and 2021, no estimated interest or penalties were recognized on uncertain tax positions. The Company has not conducted a study of its research and development credit carryforwards. This study may result in an adjustment to research and development credit carryforwards; however, until a study is completed, and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the consolidated balance sheets or consolidated statements of operations if an adjustment were required. The Company's federal and Massachusetts income tax returns for the years ended December 31, 2019 to December 31, 2022 remain open and are subject to examination by the Internal Revenue Service and state taxing authorities. In addition, the Company’s tax carryover attributes such as net operating losses or credits from earlier periods are also subject to examination. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 13. 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): December 31, 2022 2021 Numerator: Net loss attributable to common stockholders - basic and diluted $ ( 31,167 ) $ ( 16,243 ) Denominator: Weighted-average number of common shares used in net loss per 4,121,912 1,743,382 Net loss per share - basic and diluted $ ( 7.56 ) $ ( 9.32 ) The Company’s potentially dilutive securities, which include Preferred Stock, stock options and RSUs, 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 December 31, 2022 and 2021 because including them would have had an anti-dilutive effect: December 31, 2022 2021 Convertible preferred stock (as converted to common stock) — 27,471,911 Options to purchase common stock 3,300,935 881,611 Unvested restricted stock units 1,787,152 — |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. 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 December 31, 2022, the Company has made aggregate payments of $ 2.3 million to Akoya. The Company recorded expense of $ 2.3 million during the year ended December 31, 2022. No amounts were due to Akoya as of December 31, 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 consolidated financial statements as of December 31, 2022 and 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 December 31, 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 | 12 Months Ended |
Dec. 31, 2022 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 15. 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 year ended December 31, 2022, the Company has not made any contributions to the 401(k) Plan. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events Akoya Milestone Achievement In the first quarter of 2023, the Company achieved two additional development milestones under the Akoya Agreement and made payments of $ 0.5 million to Akoya in March 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying 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. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual of research and development expenses, the valuation of stock-based awards, and prior to the IPO, the valuation of preferred stock tranche rights and anti-dilution right. The Company bases its estimates on historical experience when available, known trends and other market specific data, or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates and assumptions are reflected in reported results in the period in which they become known. Actual results could differ from those estimates. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise for which separate and discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company has one operating segment. The Company’s focus is the research and development of precision oncology therapies. The Company’s chief operating decision maker, its chief executive officer, manages the Company’s operations on a consolidated basis for the purpose of allocating resources. As the Company has one reportable segment, all required segment financial information is presented in the consolidated financial statements. As of December 31, 2022, the majority of the Company’s long-lived assets are held in the United States. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of 90 days or less at acquisition to be cash equivalents. Cash and cash equivalents include standard checking accounts and amounts held in money market funds. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. |
Restricted Cash | Restricted Cash Cash accounts with any type of restriction are classified as restricted cash. The Company has restricted cash deposits with a bank, which serve as collateral for a letter of credit issued to the landlord of the Company’s leased facility for a security deposit. The Company classified this amount as restricted cash in the accompanying consolidated balance sheets within non-current assets based on the release date of restrictions. |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of an equity financing, these costs are recorded as a reduction of the proceeds from the offering, either as a reduction of the carrying value of the preferred stock or in stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering. There were no deferred offering costs capitalized as of December 31, 2022. After the closing of the IPO in November 2022, the related deferred offering costs were recorded in stockholders' equity (deficit) as a reduction to additional paid-in capital generated as a result of the offering. |
Concentration of Credit Risk and Significant Suppliers | Concentration of Credit Risk and Significant Suppliers Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and investments. The Company has not experienced any credit losses on its cash, cash equivalents, or investments. The Company maintains its cash, cash equivalents and investments, which at times exceed insurance limits, at major financial institutions. The Company has not experienced any losses in such accounts and management believes that such funds are not exposed to any significant credit or concentration risk. However, the Company may face exposure, including constraint on liquidity and access to capital, if there is failure by these or other financial institutions. The Company is dependent on third-party contract research organizations (“CROs”) and contract manufacturing organizations to supply certain intellectual property and services for research activities in its drug candidates. In particular, the Company relies and expects to continue to rely on a small number of these organizations to supply it with its requirements for key raw materials related to these programs. These drug candidates could be adversely affected by a significant interruption in the supply of key raw materials. Additionally, the Company relies on a single companion diagnostic collaborator to perform ACR-368 OncoSignature tests in the Company’s clinical trials (see Note 14). |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as a change in equity of a business enterprise during a period resulting from transactions from non-owner sources. Comprehensive loss includes net loss and certain changes in stockholders' equity (deficit) that are excluded from net loss. The Company had a net change in available-for-sale securities during the year ended December 31, 2022, which met the criteria as other comprehensive loss and, therefore, the Company’s comprehensive loss includes unrealized gains (losses) on those available-for-sale securities. There was no difference between net loss and comprehensive loss for the year ended December 31, 2021. |
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 and comprehensive loss. 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 and comprehensive loss. 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 factors such 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. |
Fair Value Measurements | Fair Value Measurements Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurement (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes among the following: Level 1 —Quoted prices in active markets for identical assets or liabilities. Level 2 —Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s preferred stock tranche rights and anti-dilution right were carried at fair value, determined according to Level 3 inputs in the fair value hierarchy described above. |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation. Costs of major additions and betterments are capitalized. Maintenance and repairs which do not improve or extend the life of the respective assets are charged to expense as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from five to seven years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related asset. The Company had no leasehold improvements as of December 31, 2022 and 2021. When an item is sold or retired, the costs and related accumulated depreciation are eliminated, and the resulting gain or loss, if any, is credited or charged to the consolidated statement of operations and comprehensive loss. Property and equipment to be disposed of are carried at fair value less costs to sell. The estimated useful lives of the Company’s property and equipment are as follows: Estimated Useful Life (in Years) Laboratory equipment and computer equipment 5 years Furniture and fixtures 5 - 7 years Leasehold improvements Lesser of asset useful life or lease term |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company recognizes an impairment loss in loss from operations only if the carrying amount of a long-lived asset is not recoverable based on its undiscounted future cash flows and in such case, measures an impairment loss as the difference between the carrying amount and the fair value of the asset. The Company tests long-lived assets to be held and used, including property and equipment and operating lease right-of-use (“ROU”) assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of assets or asset groups may not be fully recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written down to their fair values. The Company has no t recognized any impairment losses during the years ended December 31, 2022 and 2021. |
Research and Development Expenses | Research and Development Expenses Research and development costs include (i) employee-related expenses, including salaries, benefits, and stock-based compensation expense; (ii) external research and development expenses incurred under arrangements with third parties, such as CRO agreements and consultants; (iii) costs associated with preclinical activities; and (iv) lab supplies, lab expenses and an allocation of rent, depreciation, and infrastructure. Costs incurred in connection with research and development activities are expensed as incurred. The Company enters into various consulting, research, and other agreements with commercial firms, researchers, universities and other external parties for the provision of goods and services. Such arrangements are generally cancelable upon reasonable notice and payment of costs incurred. Costs are considered incurred based on an evaluation of the progress to completion of specific tasks under each contract using information and data provided by the Company’s clinical sites and vendors. These costs consist of direct and indirect costs associated with specific projects, as well as fees paid to various entities that perform certain research on behalf of the Company. Depending upon the timing of payments to the service providers, the Company recognizes prepaid expenses or accrued expenses related to these costs. These accrued or prepaid expenses are based on management’s estimates of the work performed under service agreements, milestones achieved, and experience with similar contracts. Milestone payments under license agreements are accrued, with a corresponding expense being recognized, in the period in which the milestone is determined to be probable of achievement and the related amount is reasonably estimable. The Company monitors each of these factors and adjusts estimates accordingly. The Company has not experienced any material differences between accrued costs and actual costs incurred since its inception. |
Asset Acquisitions and Acquired In-Process Research and Development Expenses | Asset Acquisitions and Acquired In-Process Research and Development Expenses The Company accounts for acquisitions of assets or a group of assets that do not meet the definition of a business as asset acquisitions based on the cost to acquire the asset or group of assets, which include certain transaction costs. In an asset acquisition, the cost to acquire is allocated to the identifiable assets acquired and liabilities assumed based on their relative fair values as of the acquisition date. No goodwill is recorded in an asset acquisition. Assets that are acquired in an asset acquisition for use in research and development activities that have an alternative future use are capitalized as in-process research and development (“IPR&D”). Acquired IPR&D that has no alternative future use as of the acquisition date is recognized as research and development expense as of the acquisition date. The Company will recognize additional research and development expenses in the future if and when the Company becomes obligated to make contingent milestone payments under the terms of the agreements by which it acquired the IPR&D assets. Contingent consideration in asset acquisitions is measured and recognized when payment becomes probable and reasonably estimable. Subsequent changes in the accrued amount of contingent consideration are measured and recognized at the end of each reporting period and upon settlement as an adjustment to the cost basis of the acquired asset or group of assets, or, if related to IPR&D with no alternative future use, charged to expense. The Company did no t recognize any IPR&D expense for the year ended December 31, 2022. For the year ended December 31, 2021, the Company recognized $ 5.5 million of IPR&D expense in connection with the consideration due under the Lilly Agreement (see Note 8), included within research and development expense. |
Patent Costs | Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications such as direct application fees, and legal and consulting expenses are expensed as incurred due to the uncertainty about the recovery of the expenditure. Patent-related costs are classified as general and administrative expenses within the Company’s consolidated statements of operations and comprehensive loss. |
Foreign Currency Transactions | Foreign Currency Transactions The functional currency for the Company’s wholly-owned foreign subsidiary, Acrivon AB, is the United States dollar. All foreign currency transaction gains and losses are recognized in the consolidated statements of operations and comprehensive loss through other income (expense). The Company has not recognized material currency transaction gains or losses during the years ended December 31, 2022 and 2021. |
Leases | Leases Prior to January 1, 2021, the Company accounted for leases in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 840, Leases (“ASC 840”). At lease inception, the Company determined if an arrangement was an operating or capital lease. For operating leases, the Company recognized rent expense, inclusive of rent escalations, on a straight-line basis over the lease term. Effective on January 1, 2021, the Company accounts for leases in accordance with Accounting Standards Update ("ASU") No. 2016-02, Leases , as subsequently amended (collectively, “ASC 842”). In accordance with ASC 842, the Company determines whether an arrangement is or contains a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies leases at the lease commencement date, when control of the underlying asset is transferred from the lessor to the lessee, as operating or finance leases and records a ROU asset and a lease liability on the consolidated balance sheets for all leases with an initial lease term of greater than 12 months. The Company has elected to not recognize leases with a lease term of 12 months or less, but payments are recognized as expense on a straight-line basis over the lease term. The Company enters into contracts that contain both lease and non-lease components. Non-lease components may include maintenance, utilities, and other operating costs. For leases of real estate, the Company combines the lease and associated non-lease components in its lease arrangements as a single lease component. Variable costs, such as utilities or maintenance costs, are not included in the measurement of right-of-use assets and lease liabilities, but rather are expensed when the event determining the amount of variable consideration to be paid occurs. Finance and operating lease assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term using the discount rate implicit in the lease if readily determinable. If the rate implicit is not readily determinable, the Company utilizes its incremental borrowing rate, which reflects the fixed rate at which the Company could borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. ROU assets are further adjusted for initial direct costs, prepaid rent, or incentives received. Operating lease payments are expensed using the straight-line method as an operating expense over the lease term. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Finance lease assets are amortized to depreciation expense using the straight-line method over the shorter of the useful life of the related asset or the lease term. Finance lease payments are bifurcated into (i) a portion that is recorded as interest expense using the effective interest method and (ii) a portion that reduces the finance liability associated with the lease. In addition, the Company examines other contracts with suppliers, vendors and outside parties to identify whether such contracts contain an embedded lease and, as applicable, records such embedded leases in accordance with ASC 842. |
Convertible Preferred Stock | Convertible Preferred Stock The Company’s convertible preferred stock was classified as temporary equity in the accompanying consolidated balance sheets and excluded from stockholders’ equity (deficit) as the potential redemption of such stock was outside the Company’s control which would have required the redemption of the then-outstanding convertible preferred stock. The convertible preferred stock was not redeemable except for in the event of a liquidation, dissolution, or winding up of the Company (see Note 9). Costs incurred in connection with the issuance of convertible preferred stock, as well as the recognition of the preferred stock tranche liability, are recorded as a reduction of gross proceeds from issuance. The Company did not accrete the carrying values of the preferred stock to the redemption values since the occurrence of these events was not considered probable as of December 31, 2021. After the closing of the IPO, all of the Company’s outstanding shares of convertible preferred stock converted into shares of common stock. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for all stock-based payment awards granted to employees and non-employees as stock-based compensation expense at fair value, based on the date of the grant, and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. The Company’s stock-based payments include stock options and grants of common stock. The measurement date for employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the employees’ requisite service period, which is the vesting period, on a straight-line basis. The Company adopted ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU No. 2018-07”) at inception of the 2019 Stock Incentive Plan, prior to the issuance of any stock option grants. The measurement date for non-employee awards is the date of grant, and stock-based compensation costs for non-employees are recognized as expense over the vesting period on a straight-line basis. The Company accounts for forfeitures as they occur. Stock-based compensation expense is classified in the accompanying consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients service payments are classified. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions. Prior to the IPO, the Company’s board of directors (“Board”) determined the fair value of the Company’s common stock, taking into consideration its most recently available third-party valuations of common stock as well as additional factors which may have changed since the date of the most recent contemporaneous valuation through the grant date. The Company has historically been a private company and lacks company-specific historical and implied volatility information. Following the IPO, the fair value of the Company's common stock is determined based on the quoted market price of common stock. The Company estimates its expected stock volatility based on the historical volatility of a publicly traded set of representative companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. |
Net Loss per Share | Net Loss per Share Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common shares outstanding during the period and, if dilutive, the weighted-average number of potential shares of common stock. Net loss per share attributable to common stockholders is calculated using the two-class method, which is an earnings allocation formula that determines net loss per share for the holders of the Company’s common shares and participating securities. The Company’s convertible preferred stock contained participation rights in any dividend paid by the Company and was deemed to be a participating security. Net loss attributable to common stockholders and participating preferred shares, if any, are allocated to each share on an as-converted basis as if all of the earnings for the period had been distributed. The participating securities did not include a contractual obligation to share in losses of the Company and are not included in the calculation of net loss per share in the periods in which a net loss is recorded. Diluted net loss per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method. The Company allocates earnings first to preferred stockholders based on dividend rights and then to common and preferred stockholders based on ownership interests. The weighted-average number of common shares included in the computation of diluted net loss per share gives effect to all potentially dilutive common equivalent shares, including outstanding stock options and preferred stock. Common stock equivalent shares are excluded from the computation of diluted net loss per share if their effect is antidilutive. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is antidilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2022 and 2021. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or the Company’s tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established. The Company accounts for uncertain tax positions recognized in the consolidated financial statements by prescribing a “more likely than not” threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. There are no unrecognized tax benefits included in the Company’s consolidated balance sheets as of December 31, 2022 and 2021. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. The Company has not recognized interest or penalties in its consolidated statements of operations and comprehensive loss since inception. |
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 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, ASU 2020-02 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property and Equipment | The estimated useful lives of the Company’s property and equipment are as follows: Estimated Useful Life (in Years) Laboratory equipment and computer equipment 5 years Furniture and fixtures 5 - 7 years Leasehold improvements Lesser of asset useful life or lease term |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 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 short-term investments and long-term investments on the consolidated balance sheets (in thousands): December 31, 2022 Amortized Cost Gross Unrealized Gross Unrealized Fair Value Short-term investments: U.S. Treasury securities $ 32,174 $ 3 $ ( 34 ) $ 32,143 U.S. government-sponsored enterprise securities 66,106 68 ( 85 ) 66,089 Long-term investments: U.S. Treasury securities 7,242 — ( 4 ) 7,238 U.S. government-sponsored enterprise securities 34,686 — ( 43 ) 34,643 $ 140,208 $ 71 $ ( 166 ) $ 140,113 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2022 Using: Assets: Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 24,082 $ 24,082 $ — $ — Short-term investments: U.S. Treasury securities 32,143 32,143 — — U.S. government-sponsored enterprise securities 66,089 — 66,089 — Long-term investments: U.S. Treasury securities 7,238 7,238 — — U.S. government-sponsored enterprise securities 34,643 — 34,643 — Total assets $ 164,195 $ 63,463 $ 100,732 $ — Fair Value Measurements at December 31, 2021 Using: Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 79,000 $ 79,000 $ — $ — Total assets $ 79,000 $ 79,000 $ — $ — |
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 year ended December 31, 2021, which reflects the inputs used at remeasurement prior to settlement in January 2021: Year 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 reflects the ranges of significant quantitative inputs used in the valuation of the Anti-dilution Right during the year ended December 31, 2021: Year Ended Volatility 125 % Risk-free rate 0.0 % - 0.1 % Discount rate 47.5 % Implied issuance price of Series B Preferred Stock $ 0.84 - $ 6.11 Probability of settlement 10 % - 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 Preferred Stock Tranche Rights ( 368 ) Balance at December 31, 2021 $ — 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 30 Fair value recognized as Series B Preferred Stock upon settlement of Anti-dilution Right ( 263 ) Balance at December 31, 2021 $ — |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): December 31, 2022 2021 Laboratory and computer equipment $ 2,340 $ 267 Furniture and fixtures 172 79 Total property and equipment 2,512 346 Less: accumulated depreciation ( 420 ) ( 56 ) Property and equipment, net $ 2,092 $ 290 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 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): December 31, 2022 2021 Accrued compensation and benefits $ 2,662 $ 667 Accrued research and development expenses 790 408 Accrued offering costs 673 — Accrued legal, accounting and other professional fees 648 67 Deferred sublease income 69 66 Accrued other 44 78 Total accrued expenses and other current liabilities $ 4,886 $ 1,286 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 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 consolidated balance sheets (in thousands): Leases Balance sheet classification December 31, 2022 December 31, 2021 Assets: Operating lease assets Operating lease right-of-use assets $ 4,770 $ 5,501 Total lease assets $ 4,770 $ 5,501 Liabilities: Current: Operating lease liabilities Operating lease liability, current $ 726 $ 664 Noncurrent: Operating lease liabilities Operating lease liability, long-term 4,235 4,964 Total lease liabilities $ 4,961 $ 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 consolidated statements of operations and comprehensive loss were as follows (in thousands): For the Year Ended December 31, Lease cost 2022 2021 Operating lease cost $ 1,143 $ 1,144 Short-term lease cost — 131 Variable lease cost 519 282 Sublease income ( 537 ) ( 291 ) Total lease cost $ 1,125 $ 1,266 |
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 December 31, 2022 were as follows (in thousands): Year ended December 31, Amount 2023 $ 1,087 2024 1,098 2025 1,131 2026 1,165 2027 1,200 Thereafter 404 Total lease payments 6,085 Less: interest ( 1,124 ) Present value of operating lease liabilities $ 4,961 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Preferred Stock | Preferred Stock consisted of the following as of December 31, 2021 (in thousands, except share amounts): 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 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2022, and 2021, the Company had reserved the following shares of common stock for the potential conversion of outstanding Preferred Stock, exercise of stock options, vesting of restricted stock units, as well as the remaining shares available for issuance under the 2022 Stock Option and Incentive Plan (the “2022 Plan”) and the 2022 Employee Stock Purchase Plan (the “2022 ESPP”): December 31, 2022 2021 Preferred Stock, as converted — 11,140,262 Options to purchase common stock 3,300,935 881,611 Unvested restricted stock units 1,787,152 — Remaining shares reserved for future issuance 733,636 2,194,906 Total 5,821,723 14,216,779 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Assumptions of Grant Date Fair Value of Stock Options Granted | The assumptions that the Company used in the Black-Scholes option-pricing model to determine the grant date fair value of stock options granted were as follows: December 31, 2022 December 31, 2021 Risk-free interest rate range 2.69 % - 4.15 % 0.49 % - 1.33 % Dividend yield 0.00 % 0.00 % Expected life of options (years) 5.8 - 6.1 5.0 - 6.2 Volatility rate range 71.06 % - 82.54 % 70.77 % - 79.18 % Fair value of common stock range $ 3.63 - $ 12.50 $ 1.04 - $ 3.88 |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity for the year ended December 31, 2022: Number Weighted-Average Weighted-Average Aggregate Intrinsic Outstanding as of December 31, 2021 881,611 $ 1.60 9.18 $ 2,008 Granted 2,516,310 7.74 Exercised ( 25,039 ) 0.94 Forfeited or canceled ( 71,947 ) 2.55 Outstanding as of December 31, 2022 3,300,935 $ 6.29 9.26 $ 18,346 Vested and expected to vest as of December 31, 2022 3,300,935 $ 6.29 9.26 $ 18,346 Vested and exercisable as of December 31, 2022 726,847 $ 2.14 8.38 $ 6,822 |
Summary of RSU activity | A summary of the RSU activity during the year ended December 31, 2022 is as follows: Restricted Stock Units Weighted-Average Unvested at December 31, 2021 — $ — Granted 1,787,152 12.49 Vested — — Forfeited — — Unvested at December 31, 2022 1,787,152 $ 12.49 |
Summary of Share-based Compensation Expense | Stock-based compensation expense included in the Company’s consolidated statements of operations and comprehensive loss is as follows (in thousands): Year Ended December 31, 2022 2021 Research and development $ 789 $ 411 General and administrative 1,396 86 Total stock-based compensation expense $ 2,185 $ 497 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Effective Income Tax Rate | The effective income tax rate differed from the amount computed by applying the federal statutory rate to the Company’s loss before income taxes as follows: December 31, 2022 2021 Tax effected at statutory rate 21.0 % 21.0 % State taxes 7.0 5.7 Stock-based compensation ( 0.5 ) ( 0.1 ) 162(m) limitation ( 0.7 ) — Federal research & development credits 1.3 0.3 Change in valuation allowance ( 28.1 ) ( 26.9 ) Total — % — % |
Summary of Total Deferred Tax Assets | The Company's total deferred tax assets at December 31, 2022 and 2021 are as follows (in thousands): December 31, 2022 2021 Deferred Tax Assets Net operating loss carryforward $ 6,137 $ 3,697 R&D credit carryovers 1,015 160 Section 174 R&D amortization 5,093 — Operating lease liabilities 1,309 1,474 Accrued expenses and other current liabilities 528 257 Capitalized licenses 2,039 1,399 Other 226 110 16,347 7,097 Valuation allowance ( 14,562 ) ( 5,588 ) Deferred tax asset 1,785 1,509 Deferred Tax Liabilities Property and equipment ( 531 ) ( 73 ) Operating lease right-of-use assets ( 1,254 ) ( 1,436 ) Deferred tax liability ( 1,785 ) ( 1,509 ) Net deferred tax asset $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts): December 31, 2022 2021 Numerator: Net loss attributable to common stockholders - basic and diluted $ ( 31,167 ) $ ( 16,243 ) Denominator: Weighted-average number of common shares used in net loss per 4,121,912 1,743,382 Net loss per share - basic and diluted $ ( 7.56 ) $ ( 9.32 ) |
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 December 31, 2022 and 2021 because including them would have had an anti-dilutive effect: December 31, 2022 2021 Convertible preferred stock (as converted to common stock) — 27,471,911 Options to purchase common stock 3,300,935 881,611 Unvested restricted stock units 1,787,152 — |
Nature of the Business - Additi
Nature of the Business - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Dec. 16, 2022 shares | Dec. 14, 2022 USD ($) | Nov. 17, 2022 USD ($) $ / shares shares | Dec. 16, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 shares | |
Organization Consolidation Presentation Of Financial Statements [Line Items] | |||||||
Reverse stock split conversion ratio | 0.406 | ||||||
Payment of underwriting discounts and commissions | $ 2,773 | ||||||
Proceeds from issuance of common stock upon Concurrent Private Placement, net of placement agent fee | $ 4,700 | 4,650 | |||||
Net loss | 31,167 | $ 16,243 | |||||
Cash and cash equivalents | 29,519 | 99,603 | |||||
Accumulated deficit | 56,032 | $ 24,865 | |||||
Cash, Cash Equivalents, and Investments | 169,600 | ||||||
Convertible preferred stock outstanding | shares | 27,471,911 | ||||||
Proceeds from Issuance Initial Public Offering | $ 99,808 | ||||||
Convertible Preferred Stock | |||||||
Organization Consolidation Presentation Of Financial Statements [Line Items] | |||||||
Convertible preferred stock outstanding | shares | 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] | |||||||
Initial public offering price per share | $ / shares | $ 12.50 | ||||||
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. | ||||||
Initial Public Offering | Common Stock | |||||||
Organization Consolidation Presentation Of Financial Statements [Line Items] | |||||||
Issuance of common stock | shares | 7,550,000 | 8,585,540 | |||||
Proceeds from Issuance Initial Public Offering | $ 94,400 | ||||||
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 | ||||||
Concurrent Private Placement | |||||||
Organization Consolidation Presentation Of Financial Statements [Line Items] | |||||||
Initial public offering price per share | $ / shares | $ 12.50 | ||||||
Concurrent Private Placement | Common Stock | |||||||
Organization Consolidation Presentation Of Financial Statements [Line Items] | |||||||
Issuance of common stock | shares | 400,000 | 400,000 | |||||
Underwriters | |||||||
Organization Consolidation Presentation Of Financial Statements [Line Items] | |||||||
Issuance of common stock | shares | 1,035,540 | ||||||
Gross proceeds from exercise of option | $ 12,900 | ||||||
Underwriters | Common Stock | |||||||
Organization Consolidation Presentation Of Financial Statements [Line Items] | |||||||
Underwriters option to purchase common stock | shares | 1,132,500 | ||||||
IPO and Option Exercise | |||||||
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 | ||||||
Offering expenses payable | $ 3,600 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Laboratory Equipment and Computer Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 5 years |
Furniture and fixtures | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 5 years |
Furniture and fixtures | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 7 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | Lesser of asset useful life or lease term |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Number of operating segment | Segment | 1 | ||
Number of reportable segment | Segment | 1 | ||
Deferred offering costs | $ 0 | ||
Leasehold improvements | $ 0 | 0 | |
Impairment losses on long lived assets | 0 | 0 | |
Unrecognized tax benefits | $ 0 | 0 | |
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 | ||
Lilly Agreement | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Research and development expense | $ 5,500,000 | $ 0 | $ 5,500,000 |
Investments - Summary of Amorti
Investments - Summary of Amortized Cost and Estimated Fair Value of Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | $ 140,208 | |
Gross Unrealized Gains | 71 | |
Gross Unrealized Losses | (166) | |
Fair Value | 140,113 | $ 0 |
US Treasury Securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortization Cost, Short-term investments | 32,174 | |
Gross Unrealized Gains, Short-term investments | 3 | |
Gross Unrealized Losses, Short-term investments | (34) | |
Fair Value, Short-term investments | 32,143 | |
Amortization Cost, Long-term investments | 7,242 | |
Gross Unrealized Losses, Long-term investments | (4) | |
Fair Value, Long-term investments | 7,238 | |
US Government-Sponsored Enterprises Securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortization Cost, Short-term investments | 66,106 | |
Gross Unrealized Gains, Short-term investments | 68 | |
Gross Unrealized Losses, Short-term investments | (85) | |
Fair Value, Short-term investments | 66,089 | |
Amortization Cost, Long-term investments | 34,686 | |
Gross Unrealized Losses, Long-term investments | (43) | |
Fair Value, Long-term investments | $ 34,643 |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Securities, Available-for-Sale [Line Items] | ||
Investments, contractual maturities short-term investments | 1 year | |
Investments | $ 140,113 | $ 0 |
Minimum [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Investments, contractual maturities long-term investments | 1 year | |
Maximum [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Investments, contractual maturities long-term investments | 2 years |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments | $ 140,113 | $ 0 |
US Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | 32,174 | |
Long-term investments | 7,242 | |
US Government-Sponsored Enterprises Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | 66,106 | |
Long-term investments | 34,686 | |
Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 164,195 | 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 | 24,082 | 79,000 |
Recurring | US Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | 32,143 | |
Long-term investments | 7,238 | |
Recurring | US Government-Sponsored Enterprises Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | 66,089 | |
Long-term investments | 34,643 | |
Recurring | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 63,463 | 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 | 24,082 | $ 79,000 |
Recurring | Level 1 | US Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | 32,143 | |
Long-term investments | 7,238 | |
Recurring | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 100,732 | |
Recurring | Level 2 | US Government-Sponsored Enterprises Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | 66,089 | |
Long-term investments | $ 34,643 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 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 | |
Preferred stock, shares, issued | 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) - Preferred Stock Tranche Rights | Dec. 31, 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 |
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) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change In Fair Value Of Preferred Stock Tranche Rights |
Recurring | Level 3 | Preferred Stock Tranche Rights | |
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 December 31, 2021 | 0 |
Recurring | Level 3 | Preferred Stock Tranche Rights | 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 | Dec. 31, 2021 $ / shares |
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] | |
Share Price | $ 6.11 |
Implied issuance price of Series B | Minimum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Share Price | $ 0.84 |
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 | 1 |
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 | 12 Months Ended |
Dec. 31, 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 | 30 |
Balance at December 31, 2021 | 0 |
Series B Preferred Stock | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair Value Measurement With Unobservable Inputs Reconciliation Recurring Basis Liability Settlements | $ (263) |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 2,512 | $ 346 |
Less: accumulated depreciation | (420) | (56) |
Property and equipment, net | 2,092 | 290 |
Laboratory and Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 2,340 | 267 |
Furniture and Fixtures | ||
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 ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 364,000 | $ 37,000 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables And Accruals [Abstract] | ||
Accrued compensation and benefits | $ 2,662 | $ 667 |
Accrued research and development expenses | 790 | 408 |
Accrued offering costs | 673 | |
Accrued legal, accounting and other professional fees | 648 | 67 |
Deferred sublease income | 69 | 66 |
Accrued other | 44 | 78 |
Total accrued expenses and other current liabilities | $ 4,886 | $ 1,286 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
May 31, 2021 ft² | Apr. 30, 2021 USD ($) | Oct. 31, 2020 | Apr. 30, 2018 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Lessee Lease Description [Line Items] | ||||||
Sublease rent income | $ 537 | $ 291 | ||||
Variable lease expense | $ 519 | $ 282 | ||||
Weighted-average remaining lease term | 5 years 3 months 18 days | 6 years 3 months 18 days | ||||
Weighted-average discount rate | 7.86% | 7.85% | ||||
Cash paid for measurement of lease liabilities | $ 1,100 | |||||
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 | $ 800 | $ 400 | ||||
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 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Operating lease right-of-use assets | $ 4,770 | $ 5,501 |
Current liabilities: | ||
Operating lease liabilities, current | 726 | 664 |
Noncurrent: | ||
Operating lease liabilities, long-term | 4,235 | 4,964 |
Total lease liabilities | $ 4,961 | $ 5,628 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,143 | $ 1,144 |
Short-term lease cost | 131 | |
Variable lease cost | 519 | 282 |
Sublease income | (537) | (291) |
Total lease cost | $ 1,125 | $ 1,266 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Annual Lease Commitments under Non-cancellable Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 1,087 | |
2024 | 1,098 | |
2025 | 1,131 | |
2026 | 1,165 | |
2027 | 1,200 | |
Thereafter | 404 | |
Total lease payments | 6,085 | |
Less: interest | (1,124) | |
Present value of operating lease liabilities | $ 4,961 | $ 5,628 |
License Agreement - Additional
License Agreement - Additional Information (Details) - Lilly Agreement - USD ($) | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitment And Contingencies [Line Items] | ||||
Upfront payment | $ 5,000,000 | $ 5,000,000 | ||
Milestone payments | $ 5,000,000 | |||
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 | $ 0 | $ 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 Thousands | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2022 | Nov. 17, 2022 | Dec. 31, 2021 | Oct. 31, 2020 | |
Temporary Equity [Line Items] | ||||||
Temporary equity, shares issued | 27,471,911 | |||||
Issuance costs | $ 2,773 | |||||
Initial Public Offering | Common Stock | ||||||
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 | 0 | 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 | $ 200 | |||||
Series B Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Temporary equity, shares issued | 17,521,047 | 0 | 17,567,105 | |||
Temporary equity, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Temporary equity shares issued price per share | $ 5.70742 | |||||
Issuance costs | $ 200 | |||||
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 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Oct. 31, 2020 |
Temporary Equity [Line Items] | ||||
Preferred Stock Authorized | 27,471,911 | |||
Preferred Stock issued | 27,471,911 | |||
Preferred Stock Outstanding | 27,471,911 | |||
Carrying Value | $ 122,518 | |||
Liquidation Value | $ 122,846 | |||
Common stock issuable upon conversion | 11,140,262 | |||
Series A-1 Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Preferred Stock Authorized | 0 | 9,904,806 | ||
Preferred Stock issued | 0 | 9,904,806 | 1,315,789 | |
Preferred Stock Outstanding | 0 | 9,904,806 | ||
Carrying Value | $ 22,502 | |||
Liquidation Value | $ 22,583 | |||
Common stock issuable upon conversion | 4,016,545 | |||
Series B Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Preferred Stock Authorized | 0 | 17,567,105 | ||
Preferred Stock issued | 0 | 17,567,105 | 17,521,047 | |
Preferred Stock Outstanding | 0 | 17,567,105 | ||
Carrying Value | $ 100,016 | |||
Liquidation Value | $ 100,263 | |||
Common stock issuable upon conversion | 7,123,717 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Additional Information (Details) - $ / shares | Dec. 31, 2022 | Oct. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | |||
Preferred stock, authorized | 10,000,000 | 0 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 500,000,000 | 40,013,683 | |
Common stock, per share value | $ 0.001 | $ 0.001 | |
Initial Public Offering | |||
Class of Stock [Line Items] | |||
Preferred stock, authorized | 10,000,000 | ||
Preferred stock, par value | $ 0.001 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Schedule of Common Stock Shares Reserved for the Potential Conversion of Outstanding Preferred Stock and Exercise of Stock Options (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class Of Stock Disclosures [Abstract] | ||
Preferred Stock, as converted | 11,140,262 | |
Options to purchase common stock | 3,300,935 | 881,611 |
Unvested restricted stock units | 1,787,152 | |
Remaining shares reserved for future issuance | 733,636 | 2,194,906 |
Total | 5,821,723 | 14,216,779 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2022 | Oct. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 17, 2022 | Sep. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, shares, issued | 21,920,402 | 1,769,561 | ||||
Stock-based compensation expense | $ 2,185,000 | $ 497,000 | ||||
Remaining shares reserved for future issuance | 733,636 | 2,194,906 | ||||
Number of shares, granted | 2,516,310 | |||||
Options outstanding | 3,300,935 | 881,611 | ||||
Weighted-average recognition period | 3 years 1 month 6 days | |||||
Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Weighted-average grant date fair value of the stock options granted | $ 12.50 | $ 3.88 | ||||
Minimum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Weighted-average grant date fair value of the stock options granted | $ 3.63 | $ 1.04 | ||||
IPO | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Initial public offering price per share | $ 12.50 | |||||
RSUs | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of Restricted stock units, Granted | 1,768,632 | 1,787,152 | ||||
Expected to be recognized as stock-based compensation expense, RSUs | $ 22,100,000 | $ 21,400,000 | ||||
Restricted stock units vested | 0 | |||||
Weighted average granted date fair value | $ 12.49 | |||||
RSUs | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Weighted-average recognition period | 4 years | |||||
RSUs | Minimum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Weighted-average recognition period | 3 years | |||||
RSUs | IPO | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Initial public offering price per share | $ 12.50 | |||||
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, issued | 0 | 3,077,023 | ||||
Remaining shares reserved for future issuance | 0 | 2,194,906 | ||||
Aggregate intrinsic value of options exercised | $ 100,000 | $ 0 | ||||
2019 Stock Incentive Plan | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options outstanding | 2,148,679 | |||||
Stock Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Contractual term of stock option award | 10 years | |||||
Weighted-average grant date fair value of the stock options granted | $ 5.52 | $ 1.04 | ||||
Unrecognized stock-based compensation expense | $ 13,000,000 | $ 400,000 | ||||
Weighted-average recognition period | 3 years 3 months 18 days | 2 years 7 months 6 days | ||||
Total fair value of options vested | $ 500,000 | $ 500,000 | ||||
Stock Options | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
2022 Equity Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Remaining shares reserved for future issuance | 5,606,723 | 518,636 | ||||
New shares issued | 2,555,271 | |||||
Increase in common stock reserved for issuance as percentage of outstanding shares of common stock | 5% | |||||
Unrecognized stock-based compensation expense | $ 10,000,000 | |||||
2022 Equity Incentive Plan | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Weighted-average recognition period | 4 years | |||||
2022 Equity Incentive Plan | Minimum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Weighted-average recognition period | 3 years | |||||
2022 Equity Incentive Plan | IPO | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares, granted | 1,097,168 | |||||
Initial public offering price per share | $ 12.50 | |||||
2022 Equity Incentive Plan | RSUs | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Restricted stock units vesting percentage | 25% | |||||
2022 Employee Stock Purchase Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 0 | |||||
Remaining shares reserved for future issuance | 215,000 | |||||
New shares issued | 0 | |||||
Increase in common stock reserved for issuance as percentage of outstanding shares of common stock | 1% |
Stock-based Compensation - Assu
Stock-based Compensation - Assumptions of Grant Date Fair Value of Stock Options Granted (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate range, minimum | 2.69% | 0.49% |
Risk-free interest rate range, maximum | 4.15% | 1.33% |
Dividend yield | 0% | 0% |
Volatility rate range, minimum | 71.06% | 70.77% |
Volatility rate range, maximum | 82.54% | 79.18% |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life of options (years) | 5 years 9 months 18 days | 5 years |
Fair value of common stock range | $ 3.63 | $ 1.04 |
Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life of options (years) | 6 years 1 month 6 days | 6 years 2 months 12 days |
Fair value of common stock range | $ 12.50 | $ 3.88 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Outstanding, beginning of period | 881,611 | |
Number of Shares, Granted | 2,516,310 | |
Number of Shares, Exercised | (25,039) | |
Forfeited or canceled | (71,947) | |
Number of Shares, Outstanding, Ending of period | 3,300,935 | 881,611 |
Number of Shares, Vested and expected to vest, Ending of period | 3,300,935 | |
Number of Shares, Vested and exercisable, Ending of period | 726,847 | |
Weighted-Average Exercise Price, Outstanding, beginning of period | $ 1.60 | |
Weighted-Average Exercise Price, Granted | 7.74 | |
Weighted-Average Exercise Price, Exercised | 0.94 | |
Weighted-Average Exercise Price, Fortified or canceled | 2.55 | |
Weighted-Average Exercise Price, Outstanding, ending of period | 6.29 | $ 1.60 |
Weighted-Average Exercise Price, Vested and expected to vest, ending of period | 6.29 | |
Weighted-Average Exercise Price, Vested and exercisable, ending of period | $ 2.14 | |
Weighted Average Remaining Contractual Term (in years), Outstanding | 9 years 3 months 3 days | 9 years 2 months 4 days |
Weighted Average Remaining Contractual Term (in years), Vested and expected to vest, ending of period | 9 years 3 months 3 days | |
Weighted Average Remaining Contractual Term (in years), Vested and exercisable, ending of period | 8 years 4 months 17 days | |
Aggregate Intrinsic Value | $ 18,346 | $ 2,008 |
Aggregate Intrinsic Value, Vested and expected to vest, ending of period | 18,346 | |
Aggregate Intrinsic Value, Vested and exercisable, ending of period | $ 6,822 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSU activity (Details) - $ / shares | 1 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Restricted Stock Units, Unvested at December 31, 2022 | 1,787,152 | |
RSUs | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Restricted Stock Units, Granted | 1,768,632 | 1,787,152 |
Restricted Stock Units, Unvested at December 31, 2022 | 1,787,152 | |
Weighted average granted date fair value | $ 12.49 | |
Weighted-Average Grant Date Fair Value, Unvested at December 31, 2022 | $ 12.49 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 2,185 | $ 497 |
Research and Development Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 789 | 411 |
General and Administrative Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 1,396 | $ 86 |
Income Taxes - Summary of Effec
Income Taxes - Summary of Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Tax effected at statutory rate% | 21% | 21% |
State taxes | 7% | 5.70% |
Stock-based compensation | (0.50%) | (0.10%) |
162(m) limitation | (0.70%) | |
Federal research & development credits | 1.30% | 0.30% |
Change in valuation allowance | (28.10%) | (26.90%) |
Income Taxes - Summary of Total
Income Taxes - Summary of Total Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets | ||
Net operating loss carryforward | $ 6,137 | $ 3,697 |
R&D credit carryovers | 1,015 | 160 |
Section 174 R&D amortization | 5,093 | |
Operating lease liabilities | 1,309 | 1,474 |
Accrued expenses and other current liabilities | 528 | 257 |
Capitalized licenses | 2,039 | 1,399 |
Other | 226 | 110 |
Deferred Tax Assets, Gross, Total | 16,347 | 7,097 |
Valuation allowance | (14,562) | (5,588) |
Deferred tax asset | 1,785 | 1,509 |
Deferred Tax Liabilities | ||
Property and equipment | (531) | (73) |
Operating lease right-of-use assets | (1,254) | (1,436) |
Deferred tax liability | $ (1,785) | $ (1,509) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Line Items] | ||
Increase in valuation allowance | $ 9,000,000 | |
Federal operating loss carryforwards | 21,500,000 | |
State operating loss carryforwards | $ 20,900,000 | |
Operating loss carryforwards expiration year | 2038 | |
R&D credit against employer portion of payroll tax | $ 500,000 | |
Unrecognized tax benefits | 0 | $ 0 |
Unrecognized tax benefits reserves for uncertain tax positions | 0 | 0 |
Estimated interest or penalties were recognized on uncertain tax positions | $ 0 | $ 0 |
Minimum | ||
Income Taxes [Line Items] | ||
Research and experimental expenditures amortization period | 5 years | |
Maximum | ||
Income Taxes [Line Items] | ||
Research and experimental expenditures amortization period | 15 years | |
Federal | ||
Income Taxes [Line Items] | ||
Research and development tax credit carryforwards | $ 400,000 | |
State | ||
Income Taxes [Line Items] | ||
Research and development tax credit carryforwards | $ 700,000 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Comprehensive loss: | ||
Net loss attributable to common stockholders - basic and diluted | $ (31,167) | $ (16,243) |
Denominator: | ||
Weighted-average number of common shares used in net loss per share basic | 4,121,912 | 1,743,382 |
Weighted-average number of common shares used in net loss per share diluted | 4,121,912 | 1,743,382 |
Net loss per share—basic | $ (7.56) | $ (9.32) |
Net loss per share—diluted | $ (7.56) | $ (9.32) |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Potentially Dilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Convertible 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 | |
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 | 3,300,935 | 881,611 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 1,787,152 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - Akoya Agreement - USD ($) | 1 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2022 | |
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 expenses | 2,300,000 | |
Milestones due amounts | $ 0 |
Subsequent Events - (Additional
Subsequent Events - (Additional Information) (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Nov. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2023 USD ($) Milestone | Dec. 31, 2022 USD ($) | |
Subsequent Event [Line Items] | ||||
Weighted-average recognition period | 3 years 1 month 6 days | |||
Akoya Agreement | ||||
Subsequent Event [Line Items] | ||||
Obligation to pay upon achievement of specified development milestones | $ 10.3 | |||
Scenario Forecast | Akoya Agreement | ||||
Subsequent Event [Line Items] | ||||
Number of development milestones | Milestone | 2 | |||
Obligation to pay upon achievement of specified development milestones | $ 0.5 | |||
RSUs | ||||
Subsequent Event [Line Items] | ||||
Unrecognized stock-based compensation expense | $ 22.1 | $ 21.4 | ||
RSUs | Maximum | ||||
Subsequent Event [Line Items] | ||||
Weighted-average recognition period | 4 years | |||
RSUs | Minimum | ||||
Subsequent Event [Line Items] | ||||
Weighted-average recognition period | 3 years |