Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 21, 2023 | Jun. 30, 2022 | |
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 | ||
Document Transition Report | false | ||
Document Annual Report | true | ||
Entity Registrant Name | Pyxis Oncology, Inc. | ||
Entity Central Index Key | 0001782223 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity File Number | 001-40881 | ||
Entity Tax Identification Number | 83-1160910 | ||
Entity Address, Address Line One | 150 Cambridgepark Drive | ||
Entity Address, City or Town | Cambridge | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02140 | ||
Entity Incorporation, State or Country Code | DE | ||
City Area Code | 617 | ||
Local Phone Number | 221-9059 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | PYXS | ||
Security Exchange Name | NASDAQ | ||
Entity Public Float | $ 76.9 | ||
Entity Common Stock, Shares Outstanding | 36,980,621 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Firm ID | 42 | ||
Auditor Location | Boston, Massachusetts | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Proxy Statement for its 2023 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2022. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 179,293 | $ 274,735 |
Restricted cash | 1,472 | 1,472 |
Prepaid expenses and other current assets | 5,847 | 2,466 |
Total current assets | 186,612 | 278,673 |
Property and equipment, net | 11,165 | 1,007 |
Operating lease right-of-use assets | 13,602 | 232 |
Other assets, noncurrent | 109 | |
Total assets | 211,379 | 280,021 |
Current liabilities: | ||
Accounts payable | 7,097 | 11,951 |
Accrued expenses and other current liabilities | 24,537 | 6,592 |
Operating lease liabilities, current portion | 165 | |
Total current liabilities | 31,634 | 18,708 |
Operating lease liabilities, net of current portion | 18,921 | |
Total liabilities | 50,555 | 18,708 |
Commitments and contingencies (Note 16) | ||
Stockholders' equity: | ||
Preferred stock, par value $0.001 per share, 10,000,000 shares authorized; zero shares issued and outstanding | ||
Common stock, $0.001 par value per share; 190,000,000 shares; 35,110,016 and 32,792,867 shares issued as of December 31, 2022 and 2021, respectively, and 34,958,730 and 32,222,881 shares outstanding as of December 31, 2022 and 2021, respectively | 34 | 32 |
Additional paid-in capital | 373,225 | 352,999 |
Accumulated deficit | (212,435) | (91,718) |
Total stockholders' equity | 160,824 | 261,313 |
Total liabilities and stockholders' equity | $ 211,379 | $ 280,021 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 190,000,000 | 190,000,000 |
Common stock, shares issued | 35,110,016 | 32,792,867 |
Common stock, shares outstanding | 34,958,730 | 32,222,881 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||
Research and development expense | $ 86,129 | $ 51,054 |
General and administrative | 37,352 | 18,663 |
Total operating expenses | 123,481 | 69,717 |
Loss from operations | (123,481) | (69,717) |
Other income (expense) | ||
Interest income | 2,764 | 23 |
Service fee income from related party | 181 | |
Change in fair value of derivative liability | (6,231) | |
Total other income (expense) | 2,764 | (6,027) |
Loss from equity method investment in joint venture | 0 | (231) |
Net loss and comprehensive loss | $ (120,717) | $ (75,975) |
Net loss per common share - basic | $ (3.65) | $ (8.95) |
Net loss per common share - diluted | $ (3.65) | $ (8.95) |
Weighted average shares of common stock outstanding - basic | 33,033,081 | 8,493,273 |
Weighted Average Number of Shares Outstanding, Diluted | 33,033,081 | 8,493,273 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Pfizer License Agreement | Convertible Preferred Stock | Convertible Preferred Stock Pfizer License Agreement | Initial Public Offering | Common Stock | Common Stock Pfizer License Agreement | Common Stock Initial Public Offering | Additional paid-in capital | Additional paid-in capital Pfizer License Agreement | Additional paid-in capital Initial Public Offering | Accumulated deficit |
Beginning balance at Dec. 31, 2020 | $ 21,942 | |||||||||||
Beginning Balance, Shares at Dec. 31, 2020 | 22,724,925 | |||||||||||
Beginning balance at Dec. 31, 2020 | $ (15,645) | $ 1 | $ 97 | $ (15,743) | ||||||||
Beginning Balance, Shares at Dec. 31, 2020 | 1,289,342 | |||||||||||
Issuance of Series B convertible preferred stock | $ 152,081 | $ 20,000 | ||||||||||
Issuance of Series B convertible preferred stock, Shares | 92,660,103 | 12,152,145 | ||||||||||
Issuance of common stock | $ 152,296 | $ 11 | $ 152,285 | |||||||||
Issuance of common stock (Shares) | 10,500,000 | |||||||||||
Temporary equity, Conversion of Series A and Series B convertible preferred stock into shares of common stock | $ (194,023) | |||||||||||
Temporary equity, Conversion of Series A and Series B convertible preferred stock into shares of common stock (Shares) | (127,537,173) | |||||||||||
Conversion of Series A and Series B convertible preferred stock into shares of common stock | 194,023 | $ 20 | 194,003 | |||||||||
Conversion of Series A and Series B convertible preferred stock into shares of common stock (Shares) | 20,056,145 | |||||||||||
Stock options exercised | 170 | 170 | ||||||||||
Stock options exercised (Shares) | 70,396 | |||||||||||
Vesting of restricted common stock | 3 | 3 | ||||||||||
Vesting of restricted common stock (Shares) | 306,998 | |||||||||||
Stock-based compensation | 6,441 | 6,441 | ||||||||||
Net loss | (75,975) | (75,975) | ||||||||||
Ending balance at Dec. 31, 2021 | 261,313 | $ 32 | 352,999 | (91,718) | ||||||||
Ending balance (in shares) at Dec. 31, 2021 | 32,222,881 | |||||||||||
Issuance of common stock | $ 4,281 | $ 2 | $ 4,279 | |||||||||
Issuance of common stock (Shares) | 2,229,654 | |||||||||||
Stock options exercised | $ 183 | 183 | ||||||||||
Stock options exercised (Shares) | 73,841 | 73,841 | ||||||||||
Vesting of restricted common stock (Shares) | 432,354 | |||||||||||
Stock-based compensation | $ 15,764 | 15,764 | ||||||||||
Net loss | (120,717) | (120,717) | ||||||||||
Ending balance at Dec. 31, 2022 | $ 160,824 | $ 34 | $ 373,225 | $ (212,435) | ||||||||
Ending balance (in shares) at Dec. 31, 2022 | 34,958,730 |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Series B Convertible Preferred Stock | |
Issuance costs | $ 419 |
Initial Public Offering | |
Underwriting commission and issuance costs | $ 15,704 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | ||
Net loss | $ (120,717) | $ (75,975) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 709 | 647 |
Stock-based compensation | 15,764 | 6,441 |
Non-cash research and development expenses | 9,281 | 20,000 |
Non-cash lease expense | 1,127 | 604 |
Non-cash loss from equity method investment in joint venture | 50 | |
Changes in fair value of derivative liability | 6,231 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (3,381) | (2,444) |
Accounts payable | (8,328) | 4,643 |
Accrued expenses and other current liabilities | 11,951 | 5,092 |
Operating lease liabilities | 4,259 | (615) |
Net cash used in operating activities | (89,335) | (35,326) |
Investing activities | ||
Purchase of property and equipment | (6,399) | (540) |
Investment in joint venture | (50) | |
Net cash used in investing activities | (6,399) | (590) |
Financing activities | ||
Proceeds from issuance of Series B convertible preferred stock, net of issuance costs | 151,581 | |
Proceeds from issuance of common stock in initial public offering, net of issuance costs | 152,296 | |
Proceeds from the exercise of stock options | 183 | 167 |
Net cash provided by financing activities | 183 | 304,044 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (95,551) | 268,128 |
Cash, cash equivalents and restricted cash at beginning of year | 276,316 | 8,188 |
Cash, cash equivalents and restricted cash at end of period | 180,765 | 276,316 |
Supplemental cash flow information: | ||
Cash received for interest | 2,166 | |
Cash paid for taxes | 17 | |
Noncash investing and financing activities: | ||
Property and equipment in accounts payable and accrued expenses | 4,479 | 11 |
Operating lease right-of-use asset obtained in exchange for operating lease liabilities | 14,497 | |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 179,293 | 274,735 |
Restricted cash | 1,472 | 1,581 |
Total cash, cash equivalents and restricted cash shown in the statement of cash flows | $ 180,765 | $ 276,316 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Text Block [Abstract] | |
Description of Business | 1. Description of Business Nature of Business Pyxis Oncology, Inc. (the “Company”), a Delaware corporation, was founded in June 2018 and launched its operations in July 2019. The Company is a clinical stage company focused on defeating difficult-to-treat cancers. The company is efficiently building next-generation therapeutics that hold the potential for mono and combination therapies. The Company's therapeutic candidates are designed to directly kill tumor cells and to address the underlying pathologies created by cancer that enable its uncontrollable proliferation and immune evasion. The Company's antibody-drug conjugates ("ADCs") and immuno-oncology ("IO") programs employ novel and emerging strategies to target a broad range of solid tumors resistant to current standards of care. The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of assessing performance and allocating resources. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The Company’s fiscal year ends on December 31 and its first three quarters end on March 31, June 30 and September 30. The accompanying consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The consolidated financial statements include the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated upon consolidation. The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 107(b) of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has irrevocably elected not to avail itself of this extended transition period, and, as a result, the Company will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. Liquidity As of December 31, 2022, the Company had an accumulated deficit of $ 212.4 million. The Company has incurred losses and negative cash flows from operations since inception, including net losses of $ 120.7 million and $ 76.0 million for the years ended December 31, 2022 and 2021, respectively. The Company has not generated any revenue to date and does not anticipate generating any revenues unless and until it successfully completes development and obtains regulatory approval for its current or any future product candidates. The Company expects that its operating losses and negative cash flows will continue for the foreseeable future as the Company continues to expand its research and development programs and develop its product candidates. The Company currently expects that its existing cash and cash equivalents of $ 179.3 million as of December 31, 2022 will fund its operating expenses and capital requirements at least twelve months from the date these audited consolidated financial statements are issued. Additional funding may be necessary to fund future clinical and preclinical activities. The Company plans to continue to fund its losses from operations and capital funding needs through public or private equity, convertible or debt financing or other sources. If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs. Any of these actions could materially harm the Company’s business, results of operations and future prospects. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expense, and related disclosures. The Company regularly evaluates estimates and assumptions related to assets, liabilities, stock-based compensation, operating leases, assessment of the useful lives of property and equipment, valuation of deferred tax assets and liabilities, impairment of investment in joint venture, and research and development costs. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates and there may be changes to management’s estimates in future periods. Risks and Uncertainties The Company is subject to risks common to early-stage companies in the biopharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals, dependence on key suppliers for active ingredients and third-party service providers such as contract research and manufacturing organizations, protection of intellectual property rights and the ability to make milestone, royalty or other payments due under any license, collaboration or supply agreements. Concentration of Credit Risks Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company’s cash and cash equivalents are held at an accredited financial institution and the Company has not experienced any losses in such accounts. The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company’s cash equivalents consist primarily of short-term money market funds held in accredited financial institutions. The Company believes it is not exposed to any significant risk in cash and cash equivalents. Cash and Cash Equivalents The Company considers all short term, highly liquid investments with original maturities of 90 days or less to be cash equivalents. Cash equivalents consist primarily of money market funds as of December 31, 2022 and 2021. Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principle or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, the first two are considered observable and the last is considered unobservable: Level 1 —Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 —Quoted prices in markets that are not considered to be active or financial instrument valuations for which all significant inputs are observable, either directly or indirectly; and Level 3 —Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. 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. Property and Equipment, net Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful lives of the related assets as follows: Estimated Useful Laboratory equipment 3 Furniture and office equipment 3 Leasehold improvements Shorter of remaining life Construction in process N/A Depreciation and amortization expense is included in research and development and general and administrative expenses. Major additions and upgrades are capitalized; maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. Upon retirement or sale, the cost of assets disposed of, and the related accumulated depreciation and amortization are removed from the respective accounts and any resulting gain or loss is included in income (loss) from operations. Impairment of Long-Lived Assets The Company evaluates the long-lived assets, which consist of property and equipment and operating lease right-of-use assets, for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. Management then determines whether the remaining useful life continues to be appropriate, or whether there has been an impairment of long-lived assets based primarily upon whether expected future undiscounted cash flows are sufficient to support the assets’ recovery. Recoverability of these assets is measured by comparison of the carrying amount of the asset to the future undiscounted cash flows the asset is expected to generate. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. The Company recognized no impairment losses for the years ended December 31, 2022 and 2021 . Leases Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term, and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are initially recognized and measured based on the present value of the future fixed lease payments over the expected lease term at the commencement date calculated using the Company’s incremental borrowing rate applicable to the lease asset, unless the implicit rate is readily determinable. The Company determines the lease term as the non-cancelable period of the lease and may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease ROU assets also include any initial direct costs incurred and any lease payments made on or before the lease commencement date, less lease incentives received. Operating lease ROU assets are subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Leases with a term of 12 months or less are not recognized on the consolidated balance sheets. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease costs such as common area costs and other operating costs are expensed as incurred. The Company accounts for lease and non-lease components as a single lease component for all its facilities leases. The Company had no finance leases as of December 31, 2022 and 2021. Investment in Joint Venture Investment in the Company’s joint venture is accounted for using the equity method of accounting. The Company applies the equity method of accounting to investments when the Company has significant influence, but not controlling interest in the investee. Judgment regarding the level of influence over equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. Under the equity method, investments are initially recorded at cost and are adjusted for dividends, distributed and undistributed earnings and losses, and additional investments. In the event the Company’s share of a joint venture’s cumulative losses exceeds the Company’s investment balance, the balance is reported at zero value until proportionate income exceeds the losses. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. Contingencies The Company, from time to time, may be a party to various disputes and claims arising from normal business activities. The Company continually assesses disputes and claims including resulting litigation to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. The Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the contingencies, including an estimable range, if possible. Research and Development Expenses The Company expenses research and development costs as incurred. The Company’s research and development expenses consist primarily of license fees to acquire intellectual property which does not meet the definition of intangible assets and costs incurred in performing research and development activities, including personnel-related expenses such as salaries, stock-based compensation and benefits, facilities costs, depreciation as well as external costs from third parties who conduct research and development activities (including manufacturing) on behalf of the Company. The Company accrues expenses related to development activities performed by third parties based on an evaluation of services received and efforts expended pursuant to the terms of the contractual arrangements. Payments under some of these contracts depend on preclinical and/or clinical trial milestones. There may be instances in which payments made to the Company’s vendors will exceed the level of services provided and result in a prepayment of expenses. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company adjusts the accrual or prepaid expense accordingly. Stock-Based Compensation The Company maintains an equity incentive plan as a long-term incentive for employees, consultants, and directors. The Company accounts for all stock-based awards granted to employees and non-employees based on their fair value 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 grant date fair value of the stock-based awards with graded vesting is recognized on a straight-line basis over the requisite service period. The Company recognizes forfeitures related to stock-based compensation awards as they occur and reverses any previously recognized compensation cost associated with forfeited awards in the period the forfeiture occurs. The Company classifies stock-based compensation expense in the statement of operations in the same manner in which the award recipients’ payroll costs are classified or in which the award recipients’ service payments are classified. The Company values its stock options with service conditions using the Black-Scholes option-pricing model. The Company uses certain assumptions to determine fair value of the stock options pursuant to the Black-Scholes option-pricing model, including the expected life of the award, volatility of the underlying shares, the risk-free interest rate, expected dividend yield and the fair value of the Company’s common stock. Since the Company lacks sufficient historical option exercise data to provide a reasonable basis upon which to estimate the expected term, the Company uses the simplified method described in the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment (“SAB 107”), to determine the expected life of the option grants. The Company lacks sufficient company-specific historical and implied volatility information. Therefore, the Company estimates the expected stock volatility based on the historical volatility of a publicly traded set of peer companies. The risk-free interest rate is based on the rates paid on securities issued by the U.S. Treasury with a term approximating the expected life of the equity award. As the Company has never paid and does not anticipate paying cash dividends on its common stock, the expected dividend yield is considered as zero. Prior to the completion of the Company’s initial public offering ("IPO") of common stock, the fair value of the Company's common stock which is one of the key inputs in Black-Scholes option-pricing model, was determined by the board of directors with input from management and based on certain assumptions including probability weighting of events, business and market conditions, volatility, time to liquidation, a risk-free interest rate and an assumption for a discount for lack of marketability. The Company used 409A valuations to determine the fair value of the shares of common stock. The 409A valuations were performed using methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . After completion of the IPO on October 8, 2021, the Company uses the fair value of its publicly traded common stock to determine grant date fair value. Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes (“ASC 740”), which requires the use of the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between amounts in the consolidated financial statements and the tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income tax (benefit) expense in the consolidated statements of operations and comprehensive loss in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. Net Loss per Share Basic net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the diluted weighted average number of common shares outstanding for the period, including potential dilutive common shares. In periods in which the Company reports a net loss, all common stock equivalents are deemed anti-dilutive such that basic net loss per common share and diluted net loss per common share are equivalent. Potentially dilutive common stock has been excluded from the diluted net loss per common share computations in all periods presented because such securities have an anti-dilutive effect on net loss per common share due to the Company’s net loss. There are no reconciling items used to calculate the weighted-average number of total common stock outstanding for basic and diluted net loss per common share data. Recently Issued Accounting Pronouncements 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”), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model that requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses on available-for-sale debt securities to be recorded through an allowance for credit losses instead of as a reduction in the amortized cost basis of the securities. For "emerging growth companies", ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company is currently evaluating the new standard and expects it to have no material impact on the Company's consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 revises the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. As an "emerging growth company", ASU 2020-06 will become effective for the Company for fiscal years beginning after December 15, 2023, and early adoption is permitted. The Company is currently evaluating the new standard and expects it to have no material impact on the Company's consolidated financial statements and related disclosures. Recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants, and the SEC did not, or are not expected to, have a material impact on the Company’s audited consolidated financial statements and related disclosures. |
Licensing Agreements
Licensing Agreements | 12 Months Ended |
Dec. 31, 2022 | |
License Agreements [Abstract] | |
Licensing Agreements | 3. Licensing Agreements The University of Chicago Agreement In April 2020, the Company entered into a license agreement (the “University License Agreement”), as well as a sponsored research agreement, with the University of Chicago (the “University”). Under the terms of the license, the Company has the global right to develop and commercialize products that are covered by a valid claim of a licensed patent, incorporate or use the licensed know-how and materials or are known to assess, modulate or utilize the activity of certain specified biological targets. In partial consideration for the license from the University, the Company issued to the University 48,919 shares of its common stock in 2020. Pursua nt to the University License Agreement, the Company is obligated to pay potential development and commercial milestones of up to $ 7.7 million as well as running royalties on net sales of licensed products at varying rates ranging from less than a percent to the low single digits, subject to a minimum annual royalty of up to $ 3.0 million during certain years following the effective date. The Company is also obligated to pay the University a percentage of certain sublicensing revenue ranging from low- to mid-teens based on the date of entering into the applicable sublicense. The Company assessed the milestone and royalty events under University License Agreement as of December 31, 2022 and 2021, and determined that no such amounts were required. Pfizer Inc. Agreement In December 2020, the Company entered into a license agreement (as amended, the “Pfizer License Agreement”) with Pfizer Inc. (“Pfizer”) for worldwide development and commercialization rights to ADC product candidates directed to certain licensed targets, including PYX-201 and PYX-203, and products containing the ADC product candidates. The Company’s rights are exclusive with respect to certain patents owned or controlled by Pfizer covering the licensed ADCs. Pfizer has also granted the Company a non-exclusive license to use Pfizer’s ADC technology (“FACT”) platform. The initial licensed targets include CD123 and extra domain B (EDB of fibronectin) and the Company has the option to expand the scope of its license to add additional licensed targets that have not been licensed to a third party or are not the subject of a Pfizer ADC development program. The Pfizer License Agreement became effective in March 2021 and the Company paid a combined $ 25.0 million for the license fee, consisting of an upfront cash payment of $ 5.0 million and issued 12,152,145 shares of Series B convertible preferred stock, which was converted into 1,911,015 shares of its common stock upon the IPO in October 2021, with a value of $ 20.0 million to Pfizer. On October 6, 2022, the Company entered into an amended and restated license agreement (the “A&R License Agreement”) with Pfizer, which amends and restates the Pfizer License Agreement. Pursuant to the A&R License Agreement, Pfizer granted to the Company exclusive worldwide rights under Pfizer’s FACT Platform technology to develop and commercialize ADC product candidates directed to certain licensed targets, including PYX-201 and PYX-203, and products containing the ADC product candidates. Additional ADC targets may be licensed for a nominal upfront payment and milestones. Further, the Company granted the right of first negotiation to Pfizer, on an exclusive basis, to purchase or to develop, manufacture and commercialize licensed ADCs and licensed products in one or more countries directed to EDB and CD123. In accordance with the terms of the A&R License Agreement, the Company agreed to pay $ 8.0 million to Pfizer (which was paid in January 2023) and issued 2,229,654 shares of its common stock. Additionally, the Company will issue such number of shares of common stock 180 days following the effective date (the “Issuance Date”), equivalent to $ 5.0 million at a per share price equal to the closing price of the Company’s common stock on the business day prior to the Issuance Date, such that Pfizer’s ownership interest in the Company shall not exceed nineteen and a half percent ( 19.5 %) with any difference in value between the value of shares and $ 5.0 million being payable in cash. The Company recorded $ 17.3 million as research and development expenses for the A&R License Agreement during fourth quarter of the calendar year 2022. The Company is also obligated to pay future contingent payments including development, regulatory and commercial milestones up to an aggregate of $ 665 million for the first four licensed ADCs. In addition, the Company is required to pay future contingent payments including development, regulatory and commercial milestones for ADCs to each additional licensed target beyond the first four licensed ADC targets developed and commercialized via the FACT Platform. Additionally, if ADC licensed products are launched, the Company will pay Pfizer tiered royalties on net sales of licensed products in varying royalty rates ranging from low single digits to mid-teens. The Company’s royalty obligations apply on a licensed product-by-licensed product and country-by-country basis from first commercial sale until the latest to occur of: (1) 12 years from first commercial sale; (2) the expiration of all regulatory or data exclusivity; and (3) the expiration of the last valid claim of a licensed patent covering the licensed product in a country. The Company is also obligated to pay Pfizer a percentage of certain sublicensing revenue ranging from twenty percent to low-double digits based on the stage of development of the licensed product at the time of entering into the applicable sublicense. The Company assessed the milestone and royalty events under A&R License Agreement as of December 31, 2022 and 2021, and determined that no such amounts were required. LegoChem Biosciences, Inc. Agreements In December 2020, the Company entered into a license agreement (the “LegoChem License Agreement”) and an opt-in, investment and additional consideration agreement (the “Opt-In Agreement”) with LegoChem Biosciences, Inc. (“LegoChem”). Pursuant to the LegoChem License Agreement, the Company obtained worldwide (other than Korea) license for development and commercialization rights for LCB67, an ADC product candidate targeting DLK-1, and products containing the licensed compound. The Company paid $ 9.0 million in March 2021 to LegoChem, which was recorded as research and development expenses. Additionally, the Company may purchase certain initial quantities of licensed products from LegoChem for an estimated cost of $ 7.0 million. The Company is obligated to make future contingent payments including development, regulatory and commercial milestones as well as running royalties on net sales of licensed products at varying rates. During the year ended December 31, 2022, the Company stopped the continued development of LCB67, based on review and analysis of data from the toxicity studies, and anticipated clinical use and commercial prospects of anti-DLK1 ADC. Due to stoppage of clinical development of LCB67, no amounts were due and payable related to the manufacturing of the initial quantities of licensed product as well as the milestones and royalties related to LCB67 ADC of December 31, 2022. In addition, as part of the Opt-in Agreement, LegoChem had an option to pay $ 8.0 million to the Company, in exchange for the right to receive a milestone payment (the “Extra Milestone Payment”) of $ 9.6 million upon the earliest to occur of certain events, including the date of pricing or offer of the first public offering of its common stock or if the Company is the subject of a change in control transaction. The Company determined that the Extra Milestone Payment met the definition and recognition condition of derivative under ASC 815, “Derivatives and Hedging” for which there was a binding contract and firm commitment in January 2021. An initial derivative liability was recognized for $ 3.4 million with an offset to research and development expenses in January 2021. The derivative liability was re-measured at each reporting date, and as a result, $ 6.2 million was recorded in “Other income (expense)” in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021. The liability was realized upon the IPO of the Company and Extra Milestone Payment of $ 9.6 million was paid to LegoChem in January 2022. The Company has no further obligations under the Opt-In Agreement as of December 31, 2022. License Agreement with Biosion USA, Inc. On March 28, 2022, the Company entered into a license agreement (the “Biosion License Agreement”) with Biosion USA, Inc. ("Biosion"), pursuant to which the Company obtained an exclusive, worldwide (other than Greater China (mainland China, Hong Kong, Macau and Taiwan)) license for development, manufacture and commercialization rights for BSI-060T, a Siglec-15 targeting antibody, an IO product candidate (now referred to as PYX-106), and products containing the licensed compound. Under the terms of the Biosion License Agreement, each party granted to the other party a right of first offer to obtain an exclusive license in the other party’s territory (Greater China for Biosion, and the rest of the world for Pyxis) to develop, manufacture and commercialize any bi-specific or multi-specific antibody any antibody-drug conjugate controlled by a party or its affiliate that inhibits, modulates or binds to Siglec-15 as an intended mechanism of action. Pursuant to the Biosion License Agreement, the Company paid an upfront license fee of $ 10.0 million, which was recorded as research and development expenses. The Company is also obligated to pay future contingent payments including development, regulatory and commercial milestones up to an aggregate of $ 217.5 million in case of normal approval and $ 222.5 million in case of accelerated approval. Additionally, if products are launched, the Company will pay Biosion tiered royalties on net sales of licensed products in varying royalty rates ranging from low single digits to low teens. The Company’s royalty obligations apply on a licensed product-by-licensed product and country-by-country basis from first commercial sale until the latest to occur of: (1) 12 years from first commercial sale; (2) the expiration of all regulatory or data exclusivity; and (3) the expiration of the last valid claim of a licensed patent covering the licensed product in a country. The Company is also obligated to pay Biosion a percentage of certain sublicensing revenue ranging from mid-double to low-double digits based on the stage of development of the licensed product at the time of entering into the applicable sublicense. The Company assessed the milestone and royalty events involving Biosion as of December 31, 2022 and determined that no such amounts were required. |
Joint Venture
Joint Venture | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Joint Venture | 4. Joint Venture In March 2021, the Company entered into definitive transaction agreements with Alloy Therapeutics, Inc. (“Alloy”) and Voxall Therapeutics, LLC (“Voxall”), to finance and operate Voxall, a joint venture company formed in collaboration with Alloy to leverage the Company’s technology and Alloy’s ATX-Gx platform and antibody discovery services. Voxall granted to the Company and Alloy, 50 % of the voting membership units of Voxall in exchange for certain initial contributions. The Company accounted for investment in Voxall under the equity method of accounting. Voxall has incurred losses since inception and the Company’s share in the losses of Voxall aggregated to $ 0.5 million and $ 1.2 million for the years ended December 31, 2022 and 2021, respectively. The Company recognized its share of losses of Voxall only to the extent of the carrying value of its investment in Voxall and the promissory note issued by Voxall, which aggregated to $ 0.2 million for the year ended December 31, 2021. The remaining unabsorbed loss will be offset against future income, if any. As the Company has no commitment to fund the losses of the equity method investment, the carrying value of the equity method investment has not been reduced below zero . |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements The following tables present the financial instruments carried at fair value on a recurring basis as of December 31, 2022 and 2021, respectively, in accordance with the FASB ASC 820 hierarchy (in thousands): Fair Value Measurements at Level 1 Level 2 Level 3 Total Assets Money market funds $ 177,279 $ — $ — $ 177,279 Fair Value Measurements at Level 1 Level 2 Level 3 Total Assets Money market funds $ 272,210 $ — $ — $ 272,210 The Company’s cash equivalents represent deposits in a short-term United States Treasury money market fund quoted in an active market and classified as a Level 1 asset. There were no assets or liabilities measured at fair value on a nonrecurring basis at December 31, 2022 and 2021. There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the years ended December 31, 2022 and 2021. The Company recorded the derivative liability of $ 3.4 million in January 2021 for Extra Milestone Payment due under the Opt-in Agreement with LegoChem. The fair value of the derivative liability was initially determined using a probability-weighted income approach and revalued at each reporting date. Changes in the fair value of the derivative liability of $ 6.2 million were recorded as expense within other (expense) income in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021. The significant unobservable inputs used in the fair value measurement of the derivative liability include probability of payment factors and the discount rate. The liability was realized upon the IPO of the Company and Extra Milestone Payment of $ 9.6 million was paid to LegoChem in January 2022. Refer to Note 3, Licensing Agreements , for additional information on the derivative liability. There were no Level 3 assets or liabilities as of December 31, 2022 and 2021. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 6. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2022 2021 Research and development $ 3,560 $ 619 Insurance 1,308 1,763 Accrued interest receivable 598 — Other 381 84 Total prepaid expenses and other current assets $ 5,847 $ 2,466 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 7. Property and Equipment, Net Property and equipment, net, consisted of the following (in thousands): December 31, 2022 2021 Laboratory equipment $ 2,247 $ 1,804 Furniture and office equipment 1,036 94 Leasehold improvements 530 225 Construction in process 9,177 — 12,990 2,123 Less: accumulated depreciation and amortization ( 1,825 ) ( 1,116 ) Total property and equipment, net $ 11,165 $ 1,007 Depreciation and amortization expense for the years ended December 31, 2022 and 2021 was $ 0.7 million and $ 0.6 million, 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 | 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2022 2021 Research and development expenses $ 17,414 $ 2,381 Employee compensation and benefits 4,238 2,963 Legal and professional fees 1,794 982 Other 1,091 266 Total accrued expenses and other current liabilities $ 24,537 $ 6,592 |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Operating Leases | 9. Operating Leases In September 2021, the Company entered into an operating lease agreement, with a lease term commencement date of April 1, 2022, the date the Company took control of the property, for an office and laboratory space in Boston, Massachusetts. The lease payments began on December 21, 2022 and will continue through December 31, 2032 and with scheduled rent increases each year of 3 %. In addition to the rent, the Company bears the costs of certain insurance, property taxes and maintenance, which represent the Company’s proportionate share of the actual expenses incurred by the landlord. There is an additional five-year option to extend the lease beyond December 31, 2032. At the lease commencement date, the operating lease ROU assets of $ 15.3 million and lease liabilities of $ 15.3 million were recognized based on the present value of remaining fixed lease payments over the expected lease term using an incremental borrowing rate of 9.4 %. As the Company’s operating lease does not provide an implicit rate, an estimated incremental borrowing rate based on the information available at the time of lease commencement date was used in determining the present value of lease payments. Under the lease agreement the landlord provided for a tenant improvement allowance of $ 6.4 million to be applied to the costs of the construction of the leasehold improvements, of which $ 3.0 million was received by the Company during the year ended December 31, 2022. The tenant improvement allowance is recognized as a reduction in operating lease ROU assets and lease liabilities on the lease commencement date. The components of lease expense were as follows (in thousands): Year Ended December 31, 2022 2021 Lease cost Operating lease cost $ 1,978 $ 650 Short-term lease cost 1,681 5 Variable lease cost 121 75 Total lease cost $ 3,780 $ 730 Other information Operating lease right-of-use asset obtained in exchange for new operating $ 14,497 $ — Cash paid for amounts included in the measurement of lease liabilities, included — $ 663 Weighted-average remaining lease term (in years) 10.00 0.25 Weighted-average discount rate 9.40 % 10.00 % Variable lease costs primarily relate to common area costs and other operating costs , which are assessed based on the Company’s proportionate share of such costs for the leased premises. Total lease costs are included as operating expenses in the Company’s consolidated statements of operations and comprehensive loss. Maturities of lease liabilities as of December 31, 2022, were as follows (in thousands): Years Ending December 31, Operating Leases 2023 $ 2,557 2024 3,208 2025 3,302 2026 3,399 2027 3,499 Thereafter 18,750 Total undiscounted payments 34,715 Less: tenant improvement allowance ( 3,026 ) Less: present value adjustment ( 12,768 ) Present value of future payments 18,921 Less: current portion of operating lease liabilities — Operating lease liabilities, net of current portion $ 18,921 |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | 10. Convertible Preferred Stock Series A Convertible Preferred Stock In June 2019, the Company entered into a securities purchase agreement (as amended, “Series A Agreement”) with certain investors to sell shares of Series A convertible preferred stock (“Series A”) at $ 0.9681 per share. In June and July 2019, the Company issued 22,724,925 shares of Series A to institutional investors at $ 0.9681 per share for gross cash proceeds of $ 22.0 million, less issuance costs of $ 0.1 million, resulting in net proceeds of $ 21.9 million. On October 1, 2021, the Company effected a 1-for-6.359 reverse stock split . Upon completion of the IPO, 22,724,925 shares of Series A were converted to 3,573,659 shares of common stock. Series B Convertible Preferred Stock On March 5, 2021, the Company entered into a securities purchase agreement (as amended, “Series B Agreement”) with certain investors to sell shares of Series B convertible preferred stock (“Series B”) at $ 1.6458 per share. In March 2021, the Company issued 92,356,299 shares of Series B to institutional investors at $ 1.6458 per share for gross cash proceeds of $ 152.0 million, less issuance costs of $ 0.4 million, resulting in net proceeds of $ 151.6 million. In addition, the Company granted 12,455,949 shares, or $ 20.5 million, of Series B convertible preferred stock through separate agreements with Pfizer and LegoChem. On October 1, 2021, the Company effected a 1-for-6.359 reverse stock split . Upon completion of the IPO, the entire outstanding shares of 104,812,248 of Series B were converted to 16,482,486 shares of common stock. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | 11. Stockholders’ Equity Preferred Stock In connection with the closing of the IPO, the Company filed an Amended Certificate of Incorporation and authorized 10,000,000 shares of preferred stock, with a par value of $ 0.001 per share. The board of directors has the authority, without further action by the stockholders to issue such shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the dividend, dividend rights, conversion rights, voting, redemption terms, liquidation preference and other rights, preferences and privileges of the shares. There were no issued and outstanding shares of preferred stock as of December 31, 2022 and 2021, respectively. Common Stock Initial Public Offering On October 8, 2021, the Company completed an IPO in which the Company issued and sold 10,500,000 shares of its common stock at a public offering price of $ 16.00 per share, for aggregate gross proceeds of $ 168.0 million. The Company raised approximately $ 152.3 million in net proceeds after deducting underwriting discounts and commissions of $ 11.8 million and offering expenses of $ 3.9 million. The Company was authorized to issue up to 190,000,000 shares of common stock as of December 31, 2022 and 2021, respectively, of which 35,110,016 and 32,792,867 shares were issued as of December 31, 2022 and 2021, respectively, 34,958,730 and 32,222,881 shares were outstanding at December 31, 2022 and 2021, respectively. Voting, dividend and liquidation rights of the holders of the common stock are subject to and qualified by the rights, powers and preferences of the holders of the preferred stock. Voting —Each holder of outstanding shares of common stock shall be entitled to one vote in respect of each share. Reserved Shares — The Company reserved the following shares of common stock for issuance: December 31, 2022 2021 Stock options outstanding 5,720,415 5,926,969 Unvested restricted stock awards 3,015,387 618,494 Stock options available for issuance 1,697,166 1,289,259 Employee stock purchase plan 752,524 424,595 Total 11,185,492 8,259,317 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 12. Stock-Based Compensation 2022 Equity Inducement Plan On July 1, 2022, the Company’s board of directors approved the 2022 Equity Inducement Plan (the “2022 Plan”), which became effective on that date. The 2022 Plan allows the Company to make equity-based incentive awards to its officers and employees without stockholder approval pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules, or any successor rule relating to inducement awards. Unless earlier terminated by the Board, 2022 Plan will terminate on the ten th anniversary of the effective date. The Company has initially reserved 1,400,000 shares of its common stock for the issuance of awards under the 2022 Plan. As of December 31, 2022, options to purchase 400,692 shares of common stock and 320,550 restricted stock units were outstanding under the 2022 Plan and 678,758 shares remained available for future issuance under the 2022 Plan. 2021 Equity Incentive Plan On September 27, 2021, the Company’s board of directors and stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”), which became effective on October 7, 2021, when the Company’s registration statement was declared effective by the SEC. The 2021 Plan allows the Company to make equity-based and cash-based incentive awards to its officers, employees, directors and consultants. The Company has initially reserved 3,852,807 shares of its common stock for the issuance of awards under the 2021 Plan. The number of shares of common stock reserved for issuance under the 2021 Plan will automatically increase annually on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2022, and continuing until (and including) the fiscal year ending December 31, 2031 by the lesser of (i) 5 % of the total number of shares of common stock outstanding on December 31st of the immediately preceding fiscal year and (ii) the number of shares as may be determined by the board of directors. As a result of the evergreen provision of the 2021 Plan, the Company added an additional 1,639,643 shares of common stock to the 2021 Plan as of January 1, 2022. The maximum number of shares of common stock that may be issued pursuant to the exercise of incentive options under the 2021 Plan is 7,705,614 . Unless earlier terminated by the Board, 2021 Plan will terminate on the ten th anniversary of the effective date. As of December 31, 2022, options to purchase 2,668,700 shares of common stock and 2,449,172 restricted stock units were outstanding under the 2021 plan and 360,924 shares remained available for future issuance under the 2021 plan. 2019 Equity Incentive Plan In 2019, the Company established the 2019 Equity Incentive Plan (the "2019 Plan"), under which the Company is allowed to grant options and restricted stock to its employees and non-employees. The maximum number of shares of common stock reserved for issuance under the 2019 Plan is 4,042,408 shares. Options granted under the 2019 Plan include incentive stock options that can be granted only to the Company’s employees and non-statutory stock options that can be granted to the Company’s employees, consultants, advisors and directors. The 2019 Plan also permits the Company to issue restricted stock awards. Unless earlier terminated by the Board, the 2019 Plan will terminate on the ten th anniversary of the effective date. Prior to the IPO, the exercise prices, vesting and other restrictions of the awards granted under the 2019 Plan were determined by the board of directors, except that no stock option may be issued with an exercise price less than the fair market value of the common stock at the date of the grant or have a term in excess of ten years. Options granted under the 2019 Plan are exercisable in whole or in part at any time subsequent to vesting. As of December 31, 2022, options to purchase 2,651,023 shares of common stock and 94,379 restricted stock units were outstanding under the 2019 Plan and 657,484 shares remained available for future issuance under the 2019 Plan. 2021 Employee Stock Purchase Plan On September 27, 2021, the Company’s board of directors and stockholders approved the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which became effective on October 7, 2021, when the Company’s registration statement was declared effective by the SEC. The 2021 ESPP initially reserved and authorized the issuance of up to a total of 424,595 shares of common stock to participating employees. The number of shares of common stock reserved for issuance under the ESPP will automatically increase annually on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2022, and continuing until (and including) the fiscal year ending December 31, 2031 by the lesser of (1) 1 % of the total number of shares of common stock outstanding on December 31st of the immediately preceding fiscal year and (ii) the number of shares as may be determined by the board of directors. As a result of the evergreen provision of the 2021 ESPP, the Company added an additional 327,929 shares of common stock to the 2021 ESPP as of January 1, 2022. No shares are issued under 2021 ESPP plan as of the date of issuance of these consolidated financial statements. As of December 31, 2022, the authorized number of shares and shares available for issuance under the 2021 ESPP is 752,524 . Stock Options Stock options granted under the 2022 Plan, 2021 Plan and 2019 Plan (together, the “Plans”) to employees generally vest over four years and expire after 10 years . The following table summarizes stock option activity for the year ended December 31, 2022 (in thousands, except share and per share amounts): Number of Weighted Weighted Aggregate Outstanding at January 1, 2022 5,926,969 $ 10.03 9.5 $ 16,414 Granted 1,178,280 4.06 Exercised ( 73,841 ) 2.48 Forfeited ( 834,095 ) 7.24 Expired ( 476,898 ) 5.51 Outstanding at December 31, 2022 5,720,415 $ 9.68 8.8 $ 72 Options exercisable at December 31, 2022 2,037,934 $ 9.34 8.5 $ 59 The weighted-average grant-date fair value of options granted during the years ended December 31, 2022 and 2021, was $ 3.06 and $ 7.57 per share, respectively. The aggregate intrinsic value is calculated as the difference between the exercise price of all outstanding and exercisable stock options and the fair value of the Company’s common stock of $ 1.34 per share as of December 31, 2022. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2022 and 2021 was less than $ 0.1 million and $ 0.6 million, respectively. The Company estimated the fair value of each option on the date of grant using the Black-Scholes option-pricing model applying the range of assumptions in the following table: Year Ended December 31, 2022 2021 Expected volatility 96.09 % - 101.66 % 72.88 % - 103.41 % Risk-free interest rate 1.60 % - 4.02 % 0.81 % - 1.36 % Expected dividend yield 0.00 % 0.00 % Expected term (in years) 6.00 - 6.11 5.25 - 7.00 Stock-based compensation expense related to stock options recorded in the statements of operations is as follows (in thousands): Year Ended December 31, 2022 2021 Research and development $ 4,330 $ 2,396 General and administrative 7,617 3,976 Total $ 11,947 $ 6,372 The Company has an aggregate $ 25.2 million of gross unrecognized stock-based compensation expense as of December 31, 2022 , remaining to be amortized over a weighted average period of 2.29 years. The Company has not recognized and does not expect to recognize in the near future, any tax benefit related to employee stock-based compensation expense as a result of the full valuation allowance related to its net deferred tax assets. Restricted Stock Awards Under the 2019 Plan, 2021 Plan and 2022 Inducement Plan, the Company issued 3,174,656 restricted stock units ("RSU") to employees and non-employees. Compensation costs related to these RSUs were recorded based on the Company's stock price on the date of issuance and amortized over the service period. Additionally, the Company issued certain shares of restricted common stock ("RSA") to the employee co-founders and certain non-employee consultants in 2019. The shares of restricted common stock were issued pursuant to standalone restricted stock purchase agreements that are independent of the 2019 Plan, 2021 Plan and 2022 Inducement Plan. The shares of restricted common stock pursuant to standalone restricted stock purchase agreements carried a purchase price equivalent of $ 0.01 per share. As of December 31, 2022, 151,286 RSAs were unvested and outstanding . Under the terms of the restricted stock purchase agreements, the Company has a repurchase option whereby it has the right to repurchase any unvested shares upon termination at a price per share equal to the lesser of (i) the fair market value of the Company’s common stock on the date of repurchase and (ii) the original purchase price. The shares of restricted common stock issued to the Company’s co-founders and non-employee consultants vest based on a predefined number of shares. The Company recognized an associated deposit liability for restricted stock awards issued pursuant to standalone restricted stock purchase agreements upon issuance based on the purchase price of the awards as the unvested shares are subject to repurchase upon termination. As the awards of restricted stock vest, the Company reclassifies the deposit liability to additional paid-in capital. The compensation cost was measured based on the fair value of the underlying common stock less the purchase price of the restricted common stock and the Company recognizes compensation costs over the requisite service period. The following table summarizes restricted stock activity for the year ended December 31, 2022: Number of Shares Weighted Non-vested at December 31, 2021 618,494 $ 3.04 Granted 3,174,656 3.69 Vested and settled ( 432,354 ) 0.55 Forfeited ( 345,409 ) 3.74 Non-vested and unsettled at December 31, 2022 3,015,387 $ 3.64 The Company has recorded stock-based compensation expense related to the restricted stock of $ 3.8 million and $ 0.1 million for the years ended December 31, 2022, and 2021, respectively. The Company has an aggregate $ 7.4 million of gross unrecognized restricted stock-based compensation expense as of December 31, 2022, remaining to be amortized over a weighted average period of 2.26 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes During the years ended December 31, 2022 and 2021 , the Company recorded no current or deferred income tax expenses or benefits as the Company has incurred losses since inception and has provided a full valuation allowance against its deferred tax assets. A reconciliation of the expected income tax benefit computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows for the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 Income tax computed at federal statutory rate % 21.0 % 21.0 % State taxes, net of federal benefit 5.6 5.7 Change in valuation allowance ( 26.6 ) ( 27.7 ) Research and development credit carryovers 1.7 1.9 Permanent differences ( 1.7 ) ( 0.9 ) Effective income tax rate % 0.0 % 0.0 % The Company's effective tax rate was 0 % for the years ended December 31, 2022 and 2021, as a result of the valuation allowance that eliminates the company's net deferred tax assets. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s net deferred tax assets as of December 31, 2022 and 2021 are as follows (in thousands): Year Ended December 31, 2022 2021 Deferred tax assets: Net operating losses $ 13,108 $ 12,918 Intangibles 69 75 Tax credit carryforwards 3,674 1,648 Derivative 1,455 1,577 Stock-based compensation 2,645 1,003 Reserves and accruals 1,105 804 Capitalized research expenditures 20,059 — License fees 14,235 7,716 Operating lease liability 5,107 45 Other 29 25 Total deferred tax assets before valuation allowance 61,486 25,811 Less: valuation allowance ( 57,812 ) ( 25,748 ) Total deferred tax assets $ 3,674 $ 63 Deferred tax liabilities: Operating lease ROU assets ( 3,674 ) ( 63 ) Net deferred tax asset $ — $ — As of December 31, 2022, the Company's federal and state net operating losses ("NOL") in the United States were $ 10.1 million ($ 48.0 million before tax) and $ 3.0 million ($ 48.1 million before tax) respectively. The federal net operating loss carryforwards in the United States can be carried forward indefinitely but may be subject to annual usage limitations to the extent certain substantial changes in the entity's ownership occur. The state net operating loss carryforwards begin expiring in 2039 . In addition, as of December 31, 2022, the Company had $ 2.5 million and $ 1.2 million of federal and state credit carryovers which begin to expire in 2039 . These loss and credit carryforwards are subject to review and possible adjustment by the appropriate taxing authorities. The Company assesses the realizability of the deferred tax assets at each balance sheet date based on the available positive and negative evidence in order to determine the amount which is more likely than not to be realized and records a valuation allowance as necessary. Due to the Company's cumulative loss position which provides significant negative evidence, which is difficult to overcome, the Company has recorded a valuation allowance of $ 57.8 million as of December 31, 2022, representing the portion of the deferred tax asset that is not more likely than not to be realized. For the years ended December 31, 2022 and 2021, the valuation allowance for deferred tax assets increased by $ 32.2 million and $ 21.4 million, respectively. The amount of the deferred tax asset considered realizable, could be adjusted for future factors that would impact the assessment of the objective and subjective evidence. The Company will continue to assess the realizability of deferred tax assets at each balance sheet date in order to determine the proper amount, if any, required for a valuation allowance. The Tax Cuts and Jobs Act contained a provision which requires the capitalization of Section 174 costs incurred in the years beginning on or after January 1, 2022. Section 174 costs are expenditures which represent research and development costs that are incident to the development or improvement of a product, process, formula, invention, computer software or technique. This provision changes the treatment of Section 174 costs such that the expenditures are no longer allowed as an immediate deduction but rather must be capitalized and amortized. We have included the impact of this provision, which results in a deferred tax asset of approximately $ 20.1 million as of December 31, 2022. The U.S. tax attributes may be subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986 (the “Code”), and similar state provisions if the Company experiences one or more ownership changes, which would limit the amount of the tax attributes that can be utilized to offset future taxable income. In general, an ownership change as defined by Section 382, results from the transactions increasing ownership of certain stockholders or public groups in the stock of the corporation of more than fifty percentage points over a three-year period. If a change in ownership occurs in the future, the net operating loss and research and development credit carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, will not impact the Company’s effective tax rate. The Company is subject to tax and will continue to file federal income tax returns in the United States as well as in certain state and local jurisdictions. The Company is subject to tax examinations for tax years ended December 31, 2019 and forward in all applicable income tax jurisdictions. Tax audits and examinations can involve complex issues, interpretations and judgements. The resolution of matters may span multiple years particularly if subject to litigation or negotiation. The Company believes that it has appropriately recorded its tax position using reasonable estimates and assumptions, however the potential tax benefits may impact the results of operations or cashflows in the period of resolution, settlement, or when the statutes of limitations expire. The Company does not currently have any reserves related to unrecognized tax benefits. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 14. Net Loss per Share Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share amounts): Year Ended December 31, 2022 2021 Numerator: Net loss $ ( 120,717 ) $ ( 75,975 ) Denominator: Weighted-average common shares outstanding, basic and diluted 33,033,081 8,493,273 Net loss per share, basic and diluted $ ( 3.65 ) $ ( 8.95 ) The Company’s potentially dilutive securities, which include restricted stock, and stock options, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The following potentially dilutive securities have been excluded from the calculation of diluted net loss per common share due to their anti-dilutive effect: December 31, 2022 2021 Stock options outstanding 5,720,415 5,929,969 Unvested restricted stock awards 3,015,387 618,494 Stock options available for issuance 1,697,166 1,289,259 Employee stock purchase plan 752,524 424,595 Total 11,185,492 8,262,317 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | 15. Related Parties The Company was founded out of Dr. Thomas Gajewski’s laboratory at the University of Chicago. In 2020, the Company entered into the License Agreement with the University of Chicago, as well as a sponsored research agreement. The Company incurred $ 0.3 million and $ 0 for the years ended December 31, 2022 and 2021, respectively, with regards to the University License Agreement. Refer to Note 3 for additional discussion. Pfizer owns more than 10 % of the Company and is considered the principal owner of the Company. On October 6, 2022, the Company entered into the A&R License Agreement with Pfizer, which amends and restates the previously executed license agreement between Pfizer and the Company. During the year ended December 31, 2022, the Company incurred $ 17.3 million of research and development expenses for the A&R License Agreement. During the year ended December 31, 2021, the Company incurred $ 25.0 million of research and development expenses towards license fee. Refer to Note 3 for additional discussion. The Company and Alloy formed a joint venture company, Voxall Therapeutics, LLC (“Voxall”) to leverage the Company’s technology and Alloy’s ATX-Gx platform and antibody discovery services. The Company and Alloy contributed $ 50 thousand each to Voxall along with certain license in 2021. During the year ended December 31, 2022, the Company has not incurred expenses related to Voxall. During the year ended December 31, 2021, the Company provided services to Voxall for which it recognized service fee other income of $ 181 thousand. Refer to Note 4 for additional discussion. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. Commitments and Contingencies Legal Proceedings From time to time, the Company may become involved in various legal proceedings that arise in the ordinary course of business. The Company is not currently a party to any material legal proceedings and is not aware of any pending or threatened legal proceeding against it that the Company believes could have an adverse effect on its business, operating results or financial condition. Commitments In the normal course of business, the Company enters into agreements with various third parties for clinical trials, preclinical research studies and testing, manufacturing and other services and products for operating purposes, which are generally cancellable by the Company at any time, subject to payment of remaining obligations under binding purchase orders and, in certain cases, nominal early-termination fees. These commitments are not deemed significant. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Event Leases On February 2, 2023, the Company entered into a sublease agreement for approximately 17,729 square feet of office and laboratory space in the building located at 321 Harrison Avenue, Boston, Massachusetts. The sublease is for the fixed period of 36 months and will expire on February 1, 2025 . The Company will receive approximately $ 5.2 million in base rent payments over the sublease term. The subtenant will also be responsible for certain other costs under the sublease, such as operating expenses, taxes, insurance, property management fee and utilities. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business Pyxis Oncology, Inc. (the “Company”), a Delaware corporation, was founded in June 2018 and launched its operations in July 2019. The Company is a clinical stage company focused on defeating difficult-to-treat cancers. The company is efficiently building next-generation therapeutics that hold the potential for mono and combination therapies. The Company's therapeutic candidates are designed to directly kill tumor cells and to address the underlying pathologies created by cancer that enable its uncontrollable proliferation and immune evasion. The Company's antibody-drug conjugates ("ADCs") and immuno-oncology ("IO") programs employ novel and emerging strategies to target a broad range of solid tumors resistant to current standards of care. The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of assessing performance and allocating resources. |
Basis of Presentation | Basis of Presentation The Company’s fiscal year ends on December 31 and its first three quarters end on March 31, June 30 and September 30. The accompanying consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The consolidated financial statements include the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated upon consolidation. The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 107(b) of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has irrevocably elected not to avail itself of this extended transition period, and, as a result, the Company will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. |
Liquidity | Liquidity As of December 31, 2022, the Company had an accumulated deficit of $ 212.4 million. The Company has incurred losses and negative cash flows from operations since inception, including net losses of $ 120.7 million and $ 76.0 million for the years ended December 31, 2022 and 2021, respectively. The Company has not generated any revenue to date and does not anticipate generating any revenues unless and until it successfully completes development and obtains regulatory approval for its current or any future product candidates. The Company expects that its operating losses and negative cash flows will continue for the foreseeable future as the Company continues to expand its research and development programs and develop its product candidates. The Company currently expects that its existing cash and cash equivalents of $ 179.3 million as of December 31, 2022 will fund its operating expenses and capital requirements at least twelve months from the date these audited consolidated financial statements are issued. Additional funding may be necessary to fund future clinical and preclinical activities. The Company plans to continue to fund its losses from operations and capital funding needs through public or private equity, convertible or debt financing or other sources. If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs. Any of these actions could materially harm the Company’s business, results of operations and future prospects. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expense, and related disclosures. The Company regularly evaluates estimates and assumptions related to assets, liabilities, stock-based compensation, operating leases, assessment of the useful lives of property and equipment, valuation of deferred tax assets and liabilities, impairment of investment in joint venture, and research and development costs. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates and there may be changes to management’s estimates in future periods. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to risks common to early-stage companies in the biopharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals, dependence on key suppliers for active ingredients and third-party service providers such as contract research and manufacturing organizations, protection of intellectual property rights and the ability to make milestone, royalty or other payments due under any license, collaboration or supply agreements. |
Concentration of Credit Risk | Concentration of Credit Risks Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company’s cash and cash equivalents are held at an accredited financial institution and the Company has not experienced any losses in such accounts. The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company’s cash equivalents consist primarily of short-term money market funds held in accredited financial institutions. The Company believes it is not exposed to any significant risk in cash and cash equivalents. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short term, highly liquid investments with original maturities of 90 days or less to be cash equivalents. Cash equivalents consist primarily of money market funds as of December 31, 2022 and 2021. |
Fair Value of Financial Instruments | Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principle or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, the first two are considered observable and the last is considered unobservable: Level 1 —Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 —Quoted prices in markets that are not considered to be active or financial instrument valuations for which all significant inputs are observable, either directly or indirectly; and Level 3 —Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. 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. |
Property and Equipment, net | Property and Equipment, net Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful lives of the related assets as follows: Estimated Useful Laboratory equipment 3 Furniture and office equipment 3 Leasehold improvements Shorter of remaining life Construction in process N/A Depreciation and amortization expense is included in research and development and general and administrative expenses. Major additions and upgrades are capitalized; maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. Upon retirement or sale, the cost of assets disposed of, and the related accumulated depreciation and amortization are removed from the respective accounts and any resulting gain or loss is included in income (loss) from operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates the long-lived assets, which consist of property and equipment and operating lease right-of-use assets, for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. Management then determines whether the remaining useful life continues to be appropriate, or whether there has been an impairment of long-lived assets based primarily upon whether expected future undiscounted cash flows are sufficient to support the assets’ recovery. Recoverability of these assets is measured by comparison of the carrying amount of the asset to the future undiscounted cash flows the asset is expected to generate. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. The Company recognized no impairment losses for the years ended December 31, 2022 and 2021 . |
Leases | Leases Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term, and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are initially recognized and measured based on the present value of the future fixed lease payments over the expected lease term at the commencement date calculated using the Company’s incremental borrowing rate applicable to the lease asset, unless the implicit rate is readily determinable. The Company determines the lease term as the non-cancelable period of the lease and may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease ROU assets also include any initial direct costs incurred and any lease payments made on or before the lease commencement date, less lease incentives received. Operating lease ROU assets are subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Leases with a term of 12 months or less are not recognized on the consolidated balance sheets. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease costs such as common area costs and other operating costs are expensed as incurred. The Company accounts for lease and non-lease components as a single lease component for all its facilities leases. The Company had no finance leases as of December 31, 2022 and 2021. |
Investment in Joint Venture | Investment in Joint Venture Investment in the Company’s joint venture is accounted for using the equity method of accounting. The Company applies the equity method of accounting to investments when the Company has significant influence, but not controlling interest in the investee. Judgment regarding the level of influence over equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. Under the equity method, investments are initially recorded at cost and are adjusted for dividends, distributed and undistributed earnings and losses, and additional investments. In the event the Company’s share of a joint venture’s cumulative losses exceeds the Company’s investment balance, the balance is reported at zero value until proportionate income exceeds the losses. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. |
Contingencies | Contingencies The Company, from time to time, may be a party to various disputes and claims arising from normal business activities. The Company continually assesses disputes and claims including resulting litigation to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. The Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the contingencies, including an estimable range, if possible. |
Research and Development Expenses | Research and Development Expenses The Company expenses research and development costs as incurred. The Company’s research and development expenses consist primarily of license fees to acquire intellectual property which does not meet the definition of intangible assets and costs incurred in performing research and development activities, including personnel-related expenses such as salaries, stock-based compensation and benefits, facilities costs, depreciation as well as external costs from third parties who conduct research and development activities (including manufacturing) on behalf of the Company. The Company accrues expenses related to development activities performed by third parties based on an evaluation of services received and efforts expended pursuant to the terms of the contractual arrangements. Payments under some of these contracts depend on preclinical and/or clinical trial milestones. There may be instances in which payments made to the Company’s vendors will exceed the level of services provided and result in a prepayment of expenses. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company adjusts the accrual or prepaid expense accordingly. |
Stock-Based Compensation | Stock-Based Compensation The Company maintains an equity incentive plan as a long-term incentive for employees, consultants, and directors. The Company accounts for all stock-based awards granted to employees and non-employees based on their fair value 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 grant date fair value of the stock-based awards with graded vesting is recognized on a straight-line basis over the requisite service period. The Company recognizes forfeitures related to stock-based compensation awards as they occur and reverses any previously recognized compensation cost associated with forfeited awards in the period the forfeiture occurs. The Company classifies stock-based compensation expense in the statement of operations in the same manner in which the award recipients’ payroll costs are classified or in which the award recipients’ service payments are classified. The Company values its stock options with service conditions using the Black-Scholes option-pricing model. The Company uses certain assumptions to determine fair value of the stock options pursuant to the Black-Scholes option-pricing model, including the expected life of the award, volatility of the underlying shares, the risk-free interest rate, expected dividend yield and the fair value of the Company’s common stock. Since the Company lacks sufficient historical option exercise data to provide a reasonable basis upon which to estimate the expected term, the Company uses the simplified method described in the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment (“SAB 107”), to determine the expected life of the option grants. The Company lacks sufficient company-specific historical and implied volatility information. Therefore, the Company estimates the expected stock volatility based on the historical volatility of a publicly traded set of peer companies. The risk-free interest rate is based on the rates paid on securities issued by the U.S. Treasury with a term approximating the expected life of the equity award. As the Company has never paid and does not anticipate paying cash dividends on its common stock, the expected dividend yield is considered as zero. Prior to the completion of the Company’s initial public offering ("IPO") of common stock, the fair value of the Company's common stock which is one of the key inputs in Black-Scholes option-pricing model, was determined by the board of directors with input from management and based on certain assumptions including probability weighting of events, business and market conditions, volatility, time to liquidation, a risk-free interest rate and an assumption for a discount for lack of marketability. The Company used 409A valuations to determine the fair value of the shares of common stock. The 409A valuations were performed using methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . After completion of the IPO on October 8, 2021, the Company uses the fair value of its publicly traded common stock to determine grant date fair value. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes (“ASC 740”), which requires the use of the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between amounts in the consolidated financial statements and the tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income tax (benefit) expense in the consolidated statements of operations and comprehensive loss in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. |
Net Loss per Share | Net Loss per Share Basic net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the diluted weighted average number of common shares outstanding for the period, including potential dilutive common shares. In periods in which the Company reports a net loss, all common stock equivalents are deemed anti-dilutive such that basic net loss per common share and diluted net loss per common share are equivalent. Potentially dilutive common stock has been excluded from the diluted net loss per common share computations in all periods presented because such securities have an anti-dilutive effect on net loss per common share due to the Company’s net loss. There are no reconciling items used to calculate the weighted-average number of total common stock outstanding for basic and diluted net loss per common share data. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements 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”), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model that requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses on available-for-sale debt securities to be recorded through an allowance for credit losses instead of as a reduction in the amortized cost basis of the securities. For "emerging growth companies", ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company is currently evaluating the new standard and expects it to have no material impact on the Company's consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 revises the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. As an "emerging growth company", ASU 2020-06 will become effective for the Company for fiscal years beginning after December 15, 2023, and early adoption is permitted. The Company is currently evaluating the new standard and expects it to have no material impact on the Company's consolidated financial statements and related disclosures. Recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants, and the SEC did not, or are not expected to, have a material impact on the Company’s audited consolidated financial statements and related disclosures. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property and Equipment | Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful lives of the related assets as follows: Estimated Useful Laboratory equipment 3 Furniture and office equipment 3 Leasehold improvements Shorter of remaining life Construction in process N/A |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Instruments Carried at Fair Value on Recurring Basis | The following tables present the financial instruments carried at fair value on a recurring basis as of December 31, 2022 and 2021, respectively, in accordance with the FASB ASC 820 hierarchy (in thousands): Fair Value Measurements at Level 1 Level 2 Level 3 Total Assets Money market funds $ 177,279 $ — $ — $ 177,279 Fair Value Measurements at Level 1 Level 2 Level 3 Total Assets Money market funds $ 272,210 $ — $ — $ 272,210 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2022 2021 Research and development $ 3,560 $ 619 Insurance 1,308 1,763 Accrued interest receivable 598 — Other 381 84 Total prepaid expenses and other current assets $ 5,847 $ 2,466 |
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 equipment $ 2,247 $ 1,804 Furniture and office equipment 1,036 94 Leasehold improvements 530 225 Construction in process 9,177 — 12,990 2,123 Less: accumulated depreciation and amortization ( 1,825 ) ( 1,116 ) Total property and equipment, net $ 11,165 $ 1,007 |
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 Research and development expenses $ 17,414 $ 2,381 Employee compensation and benefits 4,238 2,963 Legal and professional fees 1,794 982 Other 1,091 266 Total accrued expenses and other current liabilities $ 24,537 $ 6,592 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease expense were as follows (in thousands): Year Ended December 31, 2022 2021 Lease cost Operating lease cost $ 1,978 $ 650 Short-term lease cost 1,681 5 Variable lease cost 121 75 Total lease cost $ 3,780 $ 730 Other information Operating lease right-of-use asset obtained in exchange for new operating $ 14,497 $ — Cash paid for amounts included in the measurement of lease liabilities, included — $ 663 Weighted-average remaining lease term (in years) 10.00 0.25 Weighted-average discount rate 9.40 % 10.00 % Variable lease costs primarily relate to common area costs and other operating costs , which are assessed based on the Company’s proportionate share of such costs for the leased premises. Total lease costs are included as operating expenses in the Company’s consolidated statements of operations and comprehensive loss. |
Maturities of Lease Liabilities | Maturities of lease liabilities as of December 31, 2022, were as follows (in thousands): Years Ending December 31, Operating Leases 2023 $ 2,557 2024 3,208 2025 3,302 2026 3,399 2027 3,499 Thereafter 18,750 Total undiscounted payments 34,715 Less: tenant improvement allowance ( 3,026 ) Less: present value adjustment ( 12,768 ) Present value of future payments 18,921 Less: current portion of operating lease liabilities — Operating lease liabilities, net of current portion $ 18,921 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Common Stock Reserved for Issuance | The Company reserved the following shares of common stock for issuance: December 31, 2022 2021 Stock options outstanding 5,720,415 5,926,969 Unvested restricted stock awards 3,015,387 618,494 Stock options available for issuance 1,697,166 1,289,259 Employee stock purchase plan 752,524 424,595 Total 11,185,492 8,259,317 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity for the year ended December 31, 2022 (in thousands, except share and per share amounts): Number of Weighted Weighted Aggregate Outstanding at January 1, 2022 5,926,969 $ 10.03 9.5 $ 16,414 Granted 1,178,280 4.06 Exercised ( 73,841 ) 2.48 Forfeited ( 834,095 ) 7.24 Expired ( 476,898 ) 5.51 Outstanding at December 31, 2022 5,720,415 $ 9.68 8.8 $ 72 Options exercisable at December 31, 2022 2,037,934 $ 9.34 8.5 $ 59 |
Schedule of Estimated Fair Value Assumptions | The Company estimated the fair value of each option on the date of grant using the Black-Scholes option-pricing model applying the range of assumptions in the following table: Year Ended December 31, 2022 2021 Expected volatility 96.09 % - 101.66 % 72.88 % - 103.41 % Risk-free interest rate 1.60 % - 4.02 % 0.81 % - 1.36 % Expected dividend yield 0.00 % 0.00 % Expected term (in years) 6.00 - 6.11 5.25 - 7.00 |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense related to stock options recorded in the statements of operations is as follows (in thousands): Year Ended December 31, 2022 2021 Research and development $ 4,330 $ 2,396 General and administrative 7,617 3,976 Total $ 11,947 $ 6,372 |
Summary of Restricted Stock Activity | The following table summarizes restricted stock activity for the year ended December 31, 2022: Number of Shares Weighted Non-vested at December 31, 2021 618,494 $ 3.04 Granted 3,174,656 3.69 Vested and settled ( 432,354 ) 0.55 Forfeited ( 345,409 ) 3.74 Non-vested and unsettled at December 31, 2022 3,015,387 $ 3.64 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax Rate | A reconciliation of the expected income tax benefit computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows for the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 Income tax computed at federal statutory rate % 21.0 % 21.0 % State taxes, net of federal benefit 5.6 5.7 Change in valuation allowance ( 26.6 ) ( 27.7 ) Research and development credit carryovers 1.7 1.9 Permanent differences ( 1.7 ) ( 0.9 ) Effective income tax rate % 0.0 % 0.0 % |
Components of Net Deferred Tax Assets | Significant components of the Company’s net deferred tax assets as of December 31, 2022 and 2021 are as follows (in thousands): Year Ended December 31, 2022 2021 Deferred tax assets: Net operating losses $ 13,108 $ 12,918 Intangibles 69 75 Tax credit carryforwards 3,674 1,648 Derivative 1,455 1,577 Stock-based compensation 2,645 1,003 Reserves and accruals 1,105 804 Capitalized research expenditures 20,059 — License fees 14,235 7,716 Operating lease liability 5,107 45 Other 29 25 Total deferred tax assets before valuation allowance 61,486 25,811 Less: valuation allowance ( 57,812 ) ( 25,748 ) Total deferred tax assets $ 3,674 $ 63 Deferred tax liabilities: Operating lease ROU assets ( 3,674 ) ( 63 ) Net deferred tax asset $ — $ — |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share | Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share amounts): Year Ended December 31, 2022 2021 Numerator: Net loss $ ( 120,717 ) $ ( 75,975 ) Denominator: Weighted-average common shares outstanding, basic and diluted 33,033,081 8,493,273 Net loss per share, basic and diluted $ ( 3.65 ) $ ( 8.95 ) |
Anti-Dilutive Effect Excluded from Computation of Diluted Net Loss Per Share Attributable to Common Stockholders | The following potentially dilutive securities have been excluded from the calculation of diluted net loss per common share due to their anti-dilutive effect: December 31, 2022 2021 Stock options outstanding 5,720,415 5,929,969 Unvested restricted stock awards 3,015,387 618,494 Stock options available for issuance 1,697,166 1,289,259 Employee stock purchase plan 752,524 424,595 Total 11,185,492 8,262,317 |
Description of Business - Addit
Description of Business - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 Segment | |
Disclosure Text Block [Abstract] | |
Number of Operating Segments | 1 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Lease | Dec. 31, 2021 USD ($) Lease | Dec. 31, 2020 shares | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Accumulated deficit | $ (212,435,000) | $ (91,718,000) | |
Net loss | (120,717,000) | (75,975,000) | |
Cash and cash equivalents | 179,293,000 | 274,735,000 | |
Impairment losses | $ 0 | $ 0 | |
Number of finance lease | Lease | 0 | 0 | |
Convertible Preferred Stock | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Convertible preferred stock, shares outstanding | shares | 22,724,925 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Related Assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Laboratory Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of related assets | 3 years |
Furniture and Office Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of related assets | 3 years |
Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of related assets, description | Shorter of remaining lifeof lease or useful life |
License Agreements - Additional
License Agreements - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Oct. 06, 2022 USD ($) Days shares | Mar. 28, 2022 USD ($) | Jan. 31, 2022 USD ($) | Oct. 31, 2021 USD ($) shares | Mar. 31, 2021 USD ($) | Jan. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Apr. 30, 2020 USD ($) shares | Mar. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | |
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||
Research and development expense | $ 86,129,000 | $ 51,054,000 | |||||||||
Common stock, shares issued | shares | 35,110,016 | 32,792,867 | |||||||||
Common Stock, Value, Issued | $ 34,000 | $ 32,000 | |||||||||
Pfizer License Agreement | |||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||
Research and development expense | 17,300,000 | ||||||||||
Payment for license fee | $ 25,000,000 | ||||||||||
Common stock, shares issued | shares | 2,229,654 | ||||||||||
Common Stock, Value, Issued | $ 5,000,000 | ||||||||||
Maximum percentage of ownership interest | 19.50% | ||||||||||
Royalty obligation period for licensed products upon first commercial sale | 12 years | ||||||||||
Milestone and royalties required | 0 | 0 | |||||||||
Upfront payments | $ 8,000,000 | $ 5,000,000 | |||||||||
Number of days common stock issued from effective date | Days | 180 | ||||||||||
Pfizer License Agreement | Maximum | |||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||
Aggregate milestone payments for first four licensed products | $ 665,000,000 | ||||||||||
Pfizer License Agreement | IPO | |||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||
Number of common shares issued upon conversion of preferred stock | shares | 1,911,015 | ||||||||||
Pfizer License Agreement | Series B Convertible Preferred Stock | |||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||
Issuance of convertible preferred stock shares | shares | 12,152,145 | ||||||||||
Convertible Preferred Stock Shares Issued Value | $ 20,000,000 | ||||||||||
LegoChem License Agreement | |||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||
Estimated cost to purchase licensed products | 7,000,000 | ||||||||||
Amount payable related to licensed products | 0 | ||||||||||
Stock option upfront payments | 8,000,000 | ||||||||||
Extra milestone payment | $ 9,600,000 | ||||||||||
Derivative liability offset to research and development expenses | $ 3,400,000 | ||||||||||
Extra milestone payment for which derivative liability recognized | $ 9,600,000 | ||||||||||
LegoChem License Agreement | Research and Development Expenses | |||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||
Upfront fee | $ 9,000,000 | ||||||||||
LegoChem License Agreement | Other (Expense) Income | |||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||
Changes in the fair value of derivative liability | 6,200,000 | ||||||||||
Biosion License Agreement | |||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||
Aggregate maximum obligation to pay future contingent milestone payments for normal approval | $ 217,500,000 | ||||||||||
Aggregate maximum obligation to pay future contingent milestone payments for accelerated approval | $ 222,500,000 | ||||||||||
Royalty obligation period for licensed products upon first commercial sale | 12 years | ||||||||||
Milestone and royalties required | 0 | ||||||||||
Biosion License Agreement | Research and Development Expenses | |||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||
Upfront fee | $ 10,000,000 | ||||||||||
University License Agreement | |||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||
Common stock issued to university | shares | 48,919 | ||||||||||
Milestone and royalties required | $ 0 | $ 0 | |||||||||
University License Agreement | Maximum | |||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||
Potential development and commercial milestones | $ 7,700,000 | ||||||||||
Minimum annual royalty fees | $ 3,000,000 |
Joint Venture - Additional Info
Joint Venture - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Schedule Of Equity Method Investments [Line Items] | |||
Loss from equity method investment in joint venture | $ 0 | $ 231 | |
Voxall | |||
Schedule Of Equity Method Investments [Line Items] | |||
Loss from equity method investment in joint venture | $ (500) | (1,200) | |
Promissory note issued | $ 200 | ||
Equity method investment, description | As the Company has no commitment to fund the losses of the equity method investment, the carrying value of the equity method investment has not been reduced below zero | ||
Voxall | Alloy Therapeutics, Inc. | |||
Schedule Of Equity Method Investments [Line Items] | |||
Percentage of voting membership units | 50% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Instruments Carried at Fair Value on Recurring Basis (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Level 3 | ||
Assets | ||
Assets measured at fair value | $ 0 | $ 0 |
Fair Value, Recurring | Money market funds | ||
Assets | ||
Assets measured at fair value | 177,279,000 | 272,210,000 |
Fair Value, Recurring | Level 1 | Money market funds | ||
Assets | ||
Assets measured at fair value | $ 177,279,000 | $ 272,210,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Level 3 | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Assets measured at fair value | $ 0 | $ 0 | ||
Liabilities measured at fair value | 0 | 0 | ||
LegoChem License Agreement | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Derivative liability offset to research and development expenses | $ 3,400,000 | |||
Extra milestone payment for which derivative liability recognized | $ 9,600,000 | |||
Other (Expense) Income | LegoChem License Agreement | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Changes in the fair value of derivative liability | 6,200,000 | |||
Fair Value, Nonrecurring | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Assets measured at fair value | 0 | 0 | ||
Liabilities measured at fair value | $ 0 | $ 0 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Research and development | $ 3,560 | $ 619 |
Insurance | 1,308 | 1,763 |
Accrued interest receivable | 598 | |
Other | 381 | 84 |
Total Prepaid expenses and other current assets | $ 5,847 | $ 2,466 |
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] | ||
Property and equipment gross | $ 12,990 | $ 2,123 |
Less: accumulated depreciation and amortization | (1,825) | (1,116) |
Total Property and equipment, net | 11,165 | 1,007 |
Laboratory Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 2,247 | 1,804 |
Furniture and Office Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,036 | 94 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 530 | $ 225 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 9,177 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 709 | $ 647 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Research and development expenses | $ 17,414 | $ 2,381 |
Employee compensation and benefits | 4,238 | 2,963 |
Legal and professional fees | 1,794 | 982 |
Other | 1,091 | 266 |
Total Accrued expenses and other current liabilities | $ 24,537 | $ 6,592 |
Operating Leases - Additional I
Operating Leases - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2022 USD ($) | Apr. 01, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Leases [Abstract] | ||||
Lease expiration date | Dec. 31, 2032 | |||
Rent Increase Percentage | 3% | |||
Operating lease, option to extend | option to extend the lease beyond December 31, 2032. | |||
Operating lease, renewal term | 5 years | |||
Operating lease right-of-use assets | $ 13,602 | $ 15,300 | $ 232 | |
Operating lease liabilities, net of current portion | $ 18,921 | 15,300 | ||
Incremental borrowing rate | 0.094 | |||
Tenant improvement allowance | $ 6,400 | |||
Tenant improvement allowance receivable | $ 3,026 | |||
Proceeds from tenant improvement allowance | $ 3,000 |
Operating Leases - Components o
Operating Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,978 | $ 650 |
Short-term lease cost | 1,681 | 5 |
Variable Lease, Cost | 121 | 75 |
Total lease cost | 3,780 | 730 |
Operating lease right-of-use asset obtained in exchange for new operating lease liabilities | $ 14,497 | |
Cash paid for amounts included in the measurement of lease liabilities, included in operating cash flows | $ 663 | |
Weighted-average remaining lease term | 10 years | 3 months |
Weighted-average discount rate | 9.40% | 10% |
Operating Leases - Maturities o
Operating Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Apr. 01, 2022 | Dec. 31, 2021 |
Leases [Abstract] | |||
2023 | $ 2,557 | ||
2024 | 3,208 | ||
2025 | 3,302 | ||
2026 | 3,399 | ||
2027 | 3,499 | ||
Thereafter | 18,750 | ||
Total undiscounted payments | 34,715 | ||
Less: tenant improvement allowance | (3,026) | ||
Less: present value adjustment | (12,768) | ||
Present value of future payments | 18,921 | ||
Less: current portion of operating lease liabilities | $ (165) | ||
Operating lease liabilities, net of current portion | $ 18,921 | $ 15,300 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||
Oct. 01, 2021 shares | Mar. 31, 2021 USD ($) $ / shares shares | Jul. 31, 2019 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Oct. 08, 2021 $ / shares | Mar. 05, 2021 $ / shares | Jun. 30, 2019 $ / shares shares | |
Temporary Equity [Line Items] | |||||||
Net proceeds from issuance of convertible preferred stock | $ 151,581 | ||||||
Initial Public Offering | Common Stock | |||||||
Temporary Equity [Line Items] | |||||||
Share sale price per share | $ / shares | $ 16 | ||||||
Securities Purchase Agreement | Series A Convertible Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Share sale price per share | $ / shares | $ 0.9681 | $ 0.9681 | |||||
Shares issued | shares | 22,724,925 | 22,724,925 | |||||
Gross cash proceeds from issuance of convertible preferred stock | $ 22,000 | ||||||
Issuance costs | 100 | ||||||
Net proceeds from issuance of convertible preferred stock | $ 21,900 | ||||||
Reverse stock split description | 1-for-6.359 reverse stock split | ||||||
Reverse stock split, conversion ratio | 0.15725743 | ||||||
Securities Purchase Agreement | Series A Convertible Preferred Stock | Initial Public Offering | |||||||
Temporary Equity [Line Items] | |||||||
Number of preferred shares conversion | shares | 22,724,925 | ||||||
Securities Purchase Agreement | Series A Convertible Preferred Stock | Initial Public Offering | Common Stock | |||||||
Temporary Equity [Line Items] | |||||||
Convertible preferred stock shares issued upon conversion | shares | 3,573,659 | ||||||
Securities Purchase Agreement | Series B Convertible Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Share sale price per share | $ / shares | $ 1.6458 | $ 1.6458 | |||||
Shares issued | shares | 92,356,299 | ||||||
Gross cash proceeds from issuance of convertible preferred stock | $ 152,000 | ||||||
Issuance costs | 400 | ||||||
Net proceeds from issuance of convertible preferred stock | $ 151,600 | ||||||
Reverse stock split description | 1-for-6.359 reverse stock split | ||||||
Reverse stock split, conversion ratio | 0.15725743 | ||||||
Securities Purchase Agreement | Series B Convertible Preferred Stock | Initial Public Offering | |||||||
Temporary Equity [Line Items] | |||||||
Number of preferred shares conversion | shares | 104,812,248 | ||||||
Securities Purchase Agreement | Series B Convertible Preferred Stock | Initial Public Offering | Common Stock | |||||||
Temporary Equity [Line Items] | |||||||
Convertible preferred stock shares issued upon conversion | shares | 16,482,486 | ||||||
Agreements with Pfizer, Inc. and LegoChem | Series B Convertible Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Shares issued | shares | 12,455,949 | ||||||
Net proceeds from issuance of convertible preferred stock | $ 20,500 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Oct. 08, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 | |
Net proceeds from issuance initial public offering | $ 152,296 | ||
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, shares authorized | 190,000,000 | 190,000,000 | |
Common stock, shares issued | 35,110,016 | 32,792,867 | |
Common stock, shares outstanding | 34,958,730 | 32,222,881 | |
Common stock voting rights | one | ||
Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Gross proceeds from issuance of initial public offering | $ 168,000 | ||
Net proceeds from issuance initial public offering | $ 152,300 | ||
Common Stock | Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock issued | 10,500,000 | 10,500,000 | |
Common stock public offering price per share | $ 16 | ||
Underwriting discounts and commissions | $ 11,800 | ||
Stock issuance expenses | $ 3,900 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Reserved for Issuance (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Common Stock Reserved For Future Issuance [Line Items] | ||
Common stock reserved for future issuance | 11,185,492 | 8,259,317 |
Stock Options Outstanding | ||
Schedule Of Common Stock Reserved For Future Issuance [Line Items] | ||
Common stock reserved for future issuance | 5,720,415 | 5,926,969 |
Unvested Restricted Stock Awards | ||
Schedule Of Common Stock Reserved For Future Issuance [Line Items] | ||
Common stock reserved for future issuance | 3,015,387 | 618,494 |
Stock Options Available for Issuance | ||
Schedule Of Common Stock Reserved For Future Issuance [Line Items] | ||
Common stock reserved for future issuance | 1,697,166 | 1,289,259 |
Employee Stock Purchase Plan | ||
Schedule Of Common Stock Reserved For Future Issuance [Line Items] | ||
Common stock reserved for future issuance | 752,524 | 424,595 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Jan. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 01, 2022 | Sep. 27, 2021 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of common shares reserved and autorized for future issuance | 11,185,492 | 8,259,317 | ||||
Number of options to purchase common stock | 5,720,415 | 5,926,969 | ||||
Number of option to purchase restricted stock | 3,015,387 | 618,494 | ||||
Weighted-average fair value of options granted | $ 3.06 | $ 7.57 | ||||
Intrinsic value of options exercised | $ 100 | $ 600 | ||||
Gross unrecognized stock-based compensation expense | $ 25,200 | |||||
Unrecognized stock-based compensation expense weighted average amortized period | 2 years 3 months 14 days | |||||
Stock-based compensation expense | $ 11,947 | $ 6,372 | ||||
Fair value of common stock per share | $ 1.34 | |||||
Restricted Stock Awards | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of common shares reserved and autorized for future issuance | 3,015,387 | 618,494 | ||||
Unrecognized stock-based compensation expense weighted average amortized period | 2 years 3 months 3 days | |||||
Common stock public offering price per share | $ 0.01 | |||||
Stock-based compensation expense | $ 3,800 | $ 100 | ||||
Gross unrecognized stock-based compensation expense | $ 7,400 | |||||
RSAs unvested and outstanding | 151,286 | |||||
Restricted Stock Units ('RSU') | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of restricted stock units issued | 3,174,656 | |||||
2022 Equity Inducement Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of common shares reserved and autorized for future issuance | 1,400,000 | |||||
Number of common shares reserved for future issuance | 678,758 | |||||
Number of options to purchase common stock | 400,692 | |||||
2022 Equity Inducement Plan | Restricted Stock Awards | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of option to purchase restricted stock | 320,550 | |||||
2022 Equity Inducement Plan | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Award expiration period | 10 years | |||||
2021 Equity Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of common shares reserved and autorized for future issuance | 3,852,807 | |||||
Number of additional shares authorized | 1,639,643 | |||||
Number of common shares reserved for future issuance | 360,924 | |||||
Number of options to purchase common stock | 2,668,700 | |||||
Number of shares of common stock outstanding percentage | 5% | |||||
Maximum number of common shares issuable under exercise of options | 7,705,614 | |||||
2021 Equity Incentive Plan | Restricted Stock Awards | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of option to purchase restricted stock | 2,449,172 | |||||
2021 Equity Incentive Plan | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Award expiration period | 10 years | |||||
2019 Equity Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of common shares reserved for future issuance | 657,484 | |||||
Number of options to purchase common stock | 2,651,023 | |||||
2019 Equity Incentive Plan | Restricted Stock Awards | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of option to purchase restricted stock | 94,379 | |||||
2019 Equity Incentive Plan | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Award expiration period | 10 years | |||||
Number of common shares reserved and autorized for future issuance | 4,042,408 | |||||
2021 Employee Stock Purchase Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of common shares reserved and autorized for future issuance | 752,524 | 424,595 | ||||
Number of additional shares authorized | 327,929 | |||||
Number of shares of common stock outstanding percentage | 1% | |||||
Number of shares issued | 0 | |||||
Stock Options 2022 Plan, 2021 Plan and 2019 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Award expiration period | 10 years | |||||
Stock options vesting period | 4 years |
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 Payment Arrangement [Abstract] | ||
Number of Options, Outstanding, Beginning Balance | 5,926,969 | |
Number of Options, Granted | 1,178,280 | |
Number of Options, Exercised | (73,841) | |
Number of Options, Forfeited | (834,095) | |
Number of Options, Expired | (476,898) | |
Number of Options, Outstanding, Ending Balance | 5,720,415 | 5,926,969 |
Number of Options, Exercisable at December 31, 2022 | 2,037,934 | |
Weighted Average Exercise Price, Beginning Balance | $ 10.03 | |
Weighted Average Exercise Price, Granted | 4.06 | |
Weighted Average Exercise Price, Exercised | 2.48 | |
Weighted Average Exercise Price, Forfeited | 7.24 | |
Weighted Average Exercise Price, Expired | 5.51 | |
Weighted Average Exercise Price, Ending Balance | 9.68 | $ 10.03 |
Weighted Average Exercise Price, Exercisable at December 31, 2022 | $ 9.34 | |
Weighted Average Remaining Contractual Term, Outstanding | 8 years 9 months 18 days | 9 years 6 months |
Weighted Average Remaining Contractual Term, Exercisable | 8 years 6 months | |
Aggregate Intrinsic Value, Outstanding | $ 72 | $ 16,414 |
Aggregate Intrinsic Value, Exercisable at December 31, 2022 | $ 59 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Estimated Fair Value Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility, minimum | 96.09% | 72.88% |
Expected volatility, maximum | 101.66% | 103.41% |
Risk-free interest rate, minimum | 1.60% | 0.81% |
Risk-free interest rate, maximum | 4.02% | 1.36% |
Expected dividend yield | 0% | 0% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years | 5 years 3 months |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 1 month 9 days | 7 years |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (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] | ||
Stock-based compensation expense | $ 11,947 | $ 6,372 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 4,330 | 2,396 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 7,617 | $ 3,976 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Activity (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Outstanding, Beginning Balance | shares | 618,494 |
Number of Shares, Granted | shares | 3,174,656 |
Number of Shares, Vested and settled | shares | (432,354) |
Number of Shares, Forfeited | shares | (345,409) |
Number of Shares, Outstanding, Ending Balance | shares | 3,015,387 |
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance | $ / shares | $ 3.04 |
Weighted Average Grant Date Fair Value, Outstanding, Granted | $ / shares | 3.69 |
Weighted Average Grant Date Fair Value, Outstanding, Vested and settled | $ / shares | 0.55 |
Weighted Average Grant Date Fair Value, Outstanding, Forfeited | $ / shares | 3.74 |
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance | $ / shares | $ 3.64 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | ||
Effective tax rate | 0% | 0% |
Increase in deferred tax assets valuation allowance | $ 32,200,000 | $ 21,400,000 |
Valuation allowance | 57,812,000 | 25,748,000 |
Deferred tax asset | 20,100,000 | |
Federal | ||
Income Tax Contingency [Line Items] | ||
Current income tax expenses (benefit) | 0 | 0 |
Deferred Income Tax Expense (Benefit) | 0 | $ 0 |
Operating loss carryforward | 10,100,000 | |
Operating loss carryforwards before tax | 48,000,000 | |
Credit carryovers | $ 2,500,000 | |
Credit carryovers expiration year | 2039 | |
State | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforward | $ 3,000,000 | |
Operating loss carryforwards before tax | $ 48,100,000 | |
Operating loss carryforwards expiration year | 2039 | |
Credit carryovers | $ 1,200,000 | |
Credit carryovers expiration year | 2039 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax computed at federal statutory rate% | 21% | 21% |
State taxes, net of federal benefit | 5.60% | 5.70% |
Change in valuation allowance | (26.60%) | (27.70%) |
Research and development credit carryovers | 1.70% | 1.90% |
Permanent differences | (1.70%) | (0.90%) |
Effective income tax rate% | 0% | 0% |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating losses | $ 13,108 | $ 12,918 |
Intangibles | 69 | 75 |
Tax credit carryforwards | 3,674 | 1,648 |
Derivative | 1,455 | 1,577 |
Stock based compensation | 2,645 | 1,003 |
Reserves and accruals | 1,105 | 804 |
Capitalized research expenditures | 20,059 | |
License fees | 14,235 | 7,716 |
Operating lease liability | 5,107 | 45 |
Other | 29 | 25 |
Total deferred tax assets before valuation allowance | 61,486 | 25,811 |
Less: valuation allowance | (57,812) | (25,748) |
Total deferred tax assets | 3,674 | 63 |
Deferred tax liabilities: | ||
Operating lease ROU assets | $ (3,674) | $ (63) |
Net Loss per Share - Summary of
Net Loss per Share - Summary of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net loss | $ (120,717) | $ (75,975) |
Denominator: | ||
Weighted average shares of common stock outstanding - basic | 33,033,081 | 8,493,273 |
Weighted average shares of common stock outstanding - diluted | 33,033,081 | 8,493,273 |
Net loss per common share - basic | $ (3.65) | $ (8.95) |
Net loss per common share - diluted | $ (3.65) | $ (8.95) |
Net Loss per Share - Anti-Dilut
Net Loss per Share - Anti-Dilutive Effect Excluded from Computation of Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive effect excluded from computation of diluted net loss per share attributable to common stockholders | 11,185,492 | 8,262,317 |
Stock Options Outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive effect excluded from computation of diluted net loss per share attributable to common stockholders | 5,720,415 | 5,929,969 |
Unvested restricted stock awards | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive effect excluded from computation of diluted net loss per share attributable to common stockholders | 3,015,387 | 618,494 |
Stock Options Available for Issuance | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive effect excluded from computation of diluted net loss per share attributable to common stockholders | 1,697,166 | 1,289,259 |
Employee Stock Purchase Plan | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive effect excluded from computation of diluted net loss per share attributable to common stockholders | 752,524 | 424,595 |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Research and development expense | $ 86,129,000 | $ 51,054,000 |
Pfizer License Agreement | ||
Related Party Transaction [Line Items] | ||
Research and development expense | $ 17,300,000 | 25,000,000 |
Ownership percentage | 10% | |
University License Agreement | ||
Related Party Transaction [Line Items] | ||
Related party transaction expenses incurred | $ 300,000 | 0 |
Voxall | ||
Related Party Transaction [Line Items] | ||
Contributed amount to joint venture by each member | $ 50,000 | |
Recognized service fee as other income | $ 181,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - MASSACHUSETTS - Sublease Agreement $ in Millions | Feb. 02, 2023 USD ($) ft² |
Office and Laboratory Space | |
Subsequent Event [Line Items] | |
Sublease agreement, square feet space area in building | ft² | 17,729 |
Subsequent Event | |
Subsequent Event [Line Items] | |
Base rent payments to receive over sublease term | $ | $ 5.2 |
Sublease term | 36 months |
Sublease expire date | Feb. 01, 2025 |