Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 16, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Shell Company | false | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
EntityWellKnownSeasonedIssuer | No | ||
Entity Interactive Data Current | Yes | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Registrant Name | Landos Biopharma, Inc. | ||
Entity Incorporation State Country Code | DE | ||
Entity Address, Address Line One | P.O. Box 11239 | ||
Entity Address, City or Town | Blacksburg | ||
Entity Address, State or Province | VA | ||
Entity Tax Identification Number | 81-5085535 | ||
Entity Address, Postal Zip Code | 24062 | ||
City Area Code | 540 | ||
Local Phone Number | 218-2232 | ||
Title of 12(b) Security | Common stock, par value $0.01 per share | ||
Trading Symbol | LABP | ||
Entity Public Float | $ 8.5 | ||
Security Exchange Name | NASDAQ | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity File Number | 001-39971 | ||
Entity Small Business | true | ||
Entity Central Index Key | 0001785345 | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Common Stock, Shares Outstanding | 31,168,449 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Raleigh, North Carolina | ||
Auditor Firm ID | 42 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 36,640 | $ 8,305 |
Marketable securities, available for-sale | 7,762 | 82,575 |
Prepaid expenses and other current assets | 851 | 1,266 |
Total current assets | 45,253 | 92,146 |
Property, plant and equipment-net | 0 | 707 |
Other Assets | 26 | |
Total assets | 45,253 | 92,879 |
Current liabilities: | ||
Accounts payable | 3,435 | 12,908 |
Accrued liabilities | 2,687 | 3,703 |
Total current liabilities | 6,122 | 16,611 |
Total liabilities | 6,122 | 16,611 |
Stockholders' (deficit) equity: | ||
Preferred stock, $0.01 par value; 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2022 and 2021 | 0 | 0 |
Common stock, $0.01 par value; 200,000,000 shares authorized, 40,254,890 shares issued and outstanding as of December 31, 2022 and 2021 | 403 | 403 |
Additional paid-in-capital | 172,212 | 170,241 |
Accumulated other comprehensive loss | (57) | (225) |
Accumulated deficit | (133,427) | (94,151) |
Total stockholders' equity | 39,131 | 76,268 |
Total liabilities and stockholders' equity | $ 45,253 | $ 92,879 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value per share | $ 0.01 | $ 0.01 |
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 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 40,254,890 | 40,254,890 |
Common stock, shares outstanding | 40,254,890 | 40,254,890 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue - License Fee: | $ 18,000 | |
Operating expenses: | ||
Research and development | 25,680 | 41,564 |
General and administrative | 14,881 | 15,252 |
Total operating expenses | 40,561 | 56,816 |
Loss from operations | (40,561) | (38,816) |
Interest and other income (expenses): | ||
(Loss) gain from foreign exchange | 26 | (18) |
Interest income, net | 1,259 | 412 |
Interest and other income, net | 1,285 | 394 |
Net loss | $ (39,276) | $ (38,422) |
Net income (loss) per common share, basic | $ (0.98) | $ (1.02) |
Net income (loss) per common share, diluted | $ (0.98) | $ (1.02) |
Weighted average shares used to compute net loss (income) per share, basic | 40,254,890 | 37,558,464 |
Weighted average shares used to compute net loss (income) per share, fully diluted | 40,254,890 | 37,558,464 |
Net income (loss) | $ (39,276) | $ (38,422) |
Unrealized gain on available-for-sale securities | 168 | (235) |
Comprehensive loss | $ (39,108) | $ (38,657) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (39,276) | $ (38,422) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 577 | 196 |
Stock-based compensation expense | 1,971 | 4,118 |
Amortization of premium on marketable securities | 1,150 | 1,174 |
Non-cash loss on termination of lease | 137 | 0 |
Gain on sale of equipment | (210) | 0 |
Loss from foreign exchange | (46) | (18) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 415 | (936) |
Accounts payable | (9,473) | 4,263 |
Other liabilities | (1,016) | 2,564 |
Net cash used in operating activities | (45,771) | (27,061) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (7) | (440) |
Proceeds from sale of property and equipment | 236 | 0 |
Purchases of available-for-sale marketable securities | (3,671) | (174,853) |
Proceeds from sales and maturities of marketable securities | 77,502 | 116,587 |
Net cash provided by (used in) investing activities | 74,060 | (58,706) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from initial public offering | 0 | 93,000 |
Financing costs paid | 0 | (1,907) |
Proceeds from exercise of stock options | 0 | 514 |
Net cash provided by financing activities | 0 | 91,607 |
Net change in cash and cash equivalents | 28,289 | 5,840 |
Cash and cash equivalents at beginning of period | 8,305 | 2,416 |
Effect of exchange rates on cash | 46 | 49 |
Cash and cash equivalents at end of period | 36,640 | 8,305 |
Supplemental non-cash disclosure: NONCASH INVESTING AND FINANCING ACTIVITY: | ||
Non-cash gain on sale of fixed assets | 14 | 0 |
Purchase of fixed assets in accounts payable | 0 | 20 |
Conversion of Series A and B convertible preferred stock to common stock | 0 | 73,037 |
Operating right-of-use asset obtained in exchange for operating lease liability | 824 | 0 |
Derecognition of operating right-of-use asset and operating lease liability upon termination of lease | 714 | 0 |
Non-cash deferred financing costs | 25 | 0 |
Unrealized loss on available-for-sale marketable securities | $ 168 | $ (235) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
Temporary equity, beginning balance at Dec. 31, 2020 | $ 73,037 | |||||
Temporary equity, beginning balance, shares at Dec. 31, 2020 | 11,260,608 | |||||
Beginning balance at Dec. 31, 2020 | $ (54,015) | $ 71 | $ 1,633 | $ 10 | $ (55,729) | |
Beginning balance, shares at Dec. 31, 2020 | 12,767,909 | |||||
Conversion of preferred stock to common stock upon closing of the initial public offering, converted | $ (73,037) | |||||
Conversion of preferred stock to common stock upon closing of the initial public offering, converted, shares | (11,260,608) | |||||
Conversion of preferred stock to common stock upon closing of the initial public offering, issued | 73,037 | $ 262 | 72,775 | |||
Conversion of preferred stock to common stock upon closing of the initial public offering, issued, shares | 20,549,478 | |||||
Issuance of common stock, net of issuance costs | 90,506 | $ 63 | 90,443 | |||
Issuance of common stock, net of issuance costs, shares | 6,250,000 | |||||
Stock compensation expense | 4,118 | 4,118 | ||||
Exercise of stock options | 1,279 | $ 7 | 1,272 | |||
Exercise of stock options, shares | 687,503 | |||||
Unrealized gain (loss) on available-for-sale securities | (235) | (235) | ||||
Net loss | (38,422) | (38,422) | ||||
Ending balance at Dec. 31, 2021 | 76,268 | $ 403 | 170,241 | (225) | (94,151) | |
Ending balance, shares at Dec. 31, 2021 | 40,254,890 | |||||
Stock compensation expense | $ 1,971 | 1,971 | ||||
Exercise of stock options, shares | 0 | |||||
Unrealized gain (loss) on available-for-sale securities | $ 168 | 168 | ||||
Net loss | (39,276) | (39,276) | ||||
Ending balance at Dec. 31, 2022 | $ 39,131 | $ 403 | $ 172,212 | $ (57) | $ (133,427) | |
Ending balance, shares at Dec. 31, 2022 | 40,254,890 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | 1. Organization and Summary of Significant Accounting Policies Organization and Business Landos Biopharma, Inc. ("Landos" or "the Company") was incorporated in the state of Delaware in January 2017 and is a clinical-stage biopharmaceutical company focused on the discovery and development of oral therapeutics for patients with autoimmune diseases. The Company has several active development programs, each discovered internally, targeting novel pathways at the interface of immunity and metabolism. Initial Public Offering In February 2021, the Company completed its initial public offering ("IPO") in which it sold 6,250,000 shares of common stock at an initial public offering price of $ 16.00 per share. Proceeds from the initial public offering, net of underwriting discounts, commissions and offering costs paid by the Company, were approximately $ 90.5 million. In addition, in connection with the completion of the Company’s IPO, all outstanding shares of the Company's convertible preferred stock were converted into 20,549,478 shares of the Company’s common stock. Nasdaq Listing Rule Compliance In June 2022, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") notifying the Company that its listed securities did not maintain the minimum bid price requirement of $ 1.00 per ordinary share for continued listing on the Nasdaq Global Market. In December 2022, Nasdaq approved the Company's application to transfer to The Nasdaq Capital Market and notified the Company that it has been granted an additional 180-calendar day compliance period to regain compliance with the minimum bid price requirement. As part of the transfer, the Company provided notice to Nasdaq that it intended to cure the bid price deficiency by effecting a reverse stock split, if necessary, prior to the end of the compliance period. The Company intends to actively monitor the bid price of its common stock and will consider available options, including a reverse stock split, to regain compliance with the listing requirements. Stock Split On January 27, 2021, the Company’s Board of Directors approved a 1.8249-for-1 stock split of the Company’s outstanding common shares. On January 29, 2021, the Company amended its Amended and Restated Certificate of Incorporation to affect the stock split. The stock split resulted in an adjustment to the preferred share conversion price to reflect a proportional increase in the number of common shares to be issued upon conversion. The accompanying consolidated financial statements and notes to consolidated financial statements give retroactive effect to the stock split for all periods presented . Basis of Presentation The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP"). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Landos Biopharma Australia Pty Ltd. ("Landos Australia"). All intercompany balances and transactions have been eliminated in consolidation. Liquidity As of December 31, 2022, the Company had cash, cash equivalents and marketable securities of $ 44.4 m illion. The Company believes that its existing cash, cash equivalents and marketable securities as of December 31, 2022 , in addition to the $ 16.7 million in gross proceeds from its private placement of pre-funded warrants in January 2023, will be sufficient to fund its planned operations for at least one year from the issuance of these consolidated financial statements. Since the Company’s inception in 2017, it funded operations through the issuance of convertible preferred stock and convertible promissory notes, the proceeds from its IPO, and the upfront payment from the license and collaboration agreement (Note 7). As of December 31, 2022, the Company had an accumulated deficit of $ 133.4 million and expects to incur substantial operating losses for at least the next several years. As such, the Company will need to raise additional capital to initiate and complete its planned clinical trials, to continue and expand its research and development operations that support its planned discovery, development and clinical and regulatory activities, and to adequately prepare for commercialization of its product candidates that may achieve regulatory approval in the future. Consolidated Financial Statements in U.S. Dollars The Company’s functional currency is the U.S. dollar as the U.S. dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign currencies have been re-measured to dollars. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the consolidated statement of operations and comprehensive loss as other income, net. Net foreign currency transaction losses were not material for the years ended December 31, 2022 and 2021 . Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying consolidated financial statements include but are not limited to estimates for clinical trial accruals and for periods prior to the Company's IPO, fair value of equity instruments. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with original maturities of three months or less at the date of purchase. The carrying amounts approximate fair value due to the short maturities of these investments. Cash equivalents consist primarily of amounts invested in money market funds and commercial paper and are stated at fair value. Marketable Securities The Company’s investments in marketable securities are maintained by investment managers and consist of corporate debt securities with original maturities of over 90 days, all of which are considered available-for-sale debt securities. The Company classifies its available-for-sale securities as short-term marketable securities on the Consolidated Balance Sheets, even though the stated maturity date may be one year or more beyond the current Consolidated Balance Sheets date, as the Company views those securities as available for use in current operations, if needed. Available-for-sale securities are carried at fair value with their unrealized gains and losses included in accumulated other comprehensive loss within stockholders’ equity (deficit), until such gains and losses are realized in other income, net, within the Consolidated Statements of Operations and Comprehensive Loss or until an unrealized loss is considered other-than-temporary. Realized gains and losses are determined using the specific identification method. The Company evaluates its investments with unrealized losses for other-than-temporary impairment. When assessing investments for other-than-temporary impairments in value, the Company considers such factors as, among other things, how significant the impairment in value is as a percentage of the original cost, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions. If the Company determines from this analysis that it does not expect to receive cash flows sufficient to recover the entire amortized cost of the security, a credit loss exists, the impairment is considered other-than-temporary and is recognized in the Consolidated Statements of Operations and Comprehensive Loss. Concentrations of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash, cash equivalents, and marketable securities. Bank deposits are held by accredited financial institutions and these deposits may at times be in excess of insured limits. The Company limits its credit risk associated with cash and cash equivalents by placing them with financial institutions it believes are of high quality. The Company has not experienced any losses on its deposits of cash or cash equivalents as of December 31, 2022. The Compa ny’s available-for-sale investments primarily consist of high-grade corporate debt, and potentially subject the Company to concentrations of credit risk. The Company has adopted investment guidelines that limit the amounts the Company may invest in any one type of investment and requires all investments held by the Company to be highly rated, thereby reducing credit risk exposure. Deferred Offering Costs At December 31, 2022 , the Company had deferred offering costs totaling $ 25,000 consisting of legal fees directly attributable to a private placement completed after December 31, 2022. At December 31, 2020, the Company had deferred offering costs totaling $ 1.4 million consisting of legal, accounting, filing and other fees and costs directly attributable to the Company’s IPO. Upon the closing of the IPO in February 2021, these deferred offering costs were offset against the proceeds received. Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives of laboratory equipment, furniture and fixtures ranges from five to seven years. Maintenance, repair and calibration costs are expensed as incurred. Impairment of Long-Lived Assets The Company evaluates its long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets or group of assets may not be fully recoverable. If indicators of impairment exist and the undiscounted future cash flows that the assets are expected to generate are less than the carrying value of the assets, the Company reduces the carrying amount of the assets through an impairment charge, to their estimated fair values based on a discounted cash flow approach or, when available and appropriate, to comparable market values. During the years ended December 31, 2022 and 2021 , there were no such indicators. Revenue Recognition for Out-License Arrangements To date, all of the Company’s revenue has been derived from its license agreement with LianBio Respiratory Limited ("Lian") (Note 7). The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. License Revenue The Company first assesses whether the goods or services promised within each contract are distinct to identify those that are performance obligations. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. In assessing whether a promised good or service is distinct, and therefore a performance obligation, the Company considers factors such as the research, manufacturing and commercialization capabilities of the customer and the availability of the associated expertise in the general marketplace. The Company also considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, the Company is required to combine that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, they are considered performance obligations. The transaction price is determined and allocated to the identified performance obligations in proportion to their stand-alone selling prices ("SSP") on a relative SSP basis. SSP is based on observable prices of the performance obligations or, when such prices are not observable, are estimated based on factors such as forecasted revenues or costs, development timelines, discount rates, and probabilities of technical and regulatory success. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the amount of estimated variable consideration in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. Milestone Payments If an arrangement includes development, regulatory or commercial milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. Royalties For arrangements with licenses of intellectual property that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes royalty revenue and sales-based milestones at the later of (i) when the related sales occur, or (ii) when the performance obligation to which the royalty has been allocated has been satisfied. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time, recognition is based on the use of an output or input method. The Company receives payments from its collaborators based on billing schedules established in each contract. Up-front and other payments may require deferral of revenue recognition to a future period until the Company performs its obligations under its collaboration arrangements. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. Research and Development Expenses Research and development costs consist primarily of external costs related to clinical development, contract manufacturing and discovery as well as personnel costs. The Company estimates preclinical and clinical study and research expenses based on the services performed, pursuant to contracts with research institutions that conduct and manage nonclinical and clinical studies and research services on its behalf. The Company records the costs of research and development activities based upon the estimated amount of services provided but not yet invoiced and includes these costs in accrued liabilities in the Consolidated Balance Sheets. These costs are a component of the Company’s research and development expenses. The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with agreements established with its third-party service providers under the service agreements. The Company makes significant judgments and estimates in determining the accrued liabilities balance in each reporting period. As actual costs become known, the Company adjusts its accrued liabilities. Share-Based Compensation The Company measures employee and non-employee stock-based awards, including stock options and purchase rights, at grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the award. The Company uses the Black-Scholes option pricing model to value its stock option awards. The Company elects to account for forfeitures as they occur. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized as income in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management 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 management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than‑not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. Research and Development Tax Incentives Through programs administered by the Australian Tax Office, the Company is eligible, if specific criteria is met, to obtain research and development incentive tax credits (the “Australia R&D credit”) based on a percentage of certain research and development activities undertaken by Australia by Landos Australia. During the year ended December 31, 2021, pursuant to the Australia R&D credit program, the Company received a refund of approximately $ 1.3 million, which has been recorded as a reduction of research and development expenses in the accompanying consolidated financial statements. Refunds received pursuant to the Australia R&D credit program are subject to audit for a period of four years by the taxing authorities. In addition, Landos Australia incurs Goods and Services Tax (“GST”) on services provided by Australian vendors. As an Australian entity, Landos Australia is entitled to a refund of the GST paid. The Company’s estimate of the amount of cash refund it expects to receive related to GST incurred is included in prepaid and other current assets in the accompanying consolidated balance sheets. NIH Grant Income The Company was awarded a grant by the National Institute of Health ("NIH") for a phase 2 proof-of-concept efficacy study of omilancor in Crohn's disease patients. The grant award provided for reimbursement of actual, allowable costs incurred. The Company records the grant income as qualifying expenditures are incurred to Other income. During the year ended December 31, 2022, the Company recorded grant income of $ 1.0 million, which has been recorded to Other income in the Consolidated Statement of Operations and Comprehensive Loss. Net Loss per Share Basic loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock together with the number of additional shares of common stock that would have been outstanding if all potentially dilutive shares of common stock had been issued. Since the Company was in a loss position for the periods presented, basic net loss per share is the same as diluted net loss per share since the effects of potentially dilutive securities are antidilutive. The following outstanding shares of potentially dilutive securities have been excluded from diluted net loss per common share for the periods presented, because their inclusion would be anti-dilutive: Years Ended December 31, 2022 2021 Stock options to purchase common stock 3,308,652 1,688,789 Total 3,308,652 1,688,789 Comprehensive Loss The Company’s comprehensive loss is currently comprised of changes in unrealized losses on available-for-sale securities. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment. Emerging Growth Company Status The Company is an emerging growth company ("EGC"), as defined in the Jumpstart Our Business Startups Act of 2012 ("the JOBS Act"). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these combined and consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02—Leases (Topic 842), requiring the recognition of lease assets and liabilities on the balance sheet. The standard: (a) clarifies the definition of a lease; (b) requires a dual approach to lease classification similar to current lease classifications; and (c) causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease-term of more than twelve months. The standard was effective for public entities for fiscal years beginning after December 15, 2018 and is effective for nonpublic entities for fiscal years beginning after December 15, 2021. The Company adopted ASU 2016-02, as amended, by applying the modified retrospective approach for leases existing at, and entered into after January 1, 2022. As a result, prior periods are presented in accordance with the previous guidance in ASC 840, Leases (“ASC 840”). The Company has elected to apply the “practical expedient package,” which permits it to not reassess previous conclusions around lease identification, lease classification, and initial direct costs. Further, the Company made accounting policy elections to exclude leases with terms of 12 months or less from the recognition requirements and to not separate lease and non-lease components. On January 1, 2022, the Company recognized an initial right-of-use asset and lease liability of $ 0.8 million. The adoption of Topic 842 did not have an impact on the Company’s Consolidated Statements of Operations and Comprehensive Loss and did not require recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company elected to continue applying the guidance under ASC 840 for comparative periods, as allowed in Topic 842. Recently Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13—Financial Instruments (Topic 326) Measurement of Credit Losses on Financial Instrument (“CECL”), which requires an allowance for expected credit losses on financial assets be recognized as early as day one of the instrument. This ASU departs from the incurred loss model which means the probability threshold is removed. It considers more forward-looking information and requires the entity to estimate its credit losses as far as it can reasonably estimate. The ASU was effective for fiscal years beginning after December 15, 2019 for public business entities that are U.S. Securities and Exchange Commission ("SEC") filers, excluding entities eligible to be smaller reporting companies ("SRC"). For all other public business entities, including SRC, the ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018. The Company expects to adopt the new standard in the annual reporting period beginning after December 15, 2022 and does not expect the adoption of this ASU to have a material impact on the consolidated financial statements. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 2. Fair Value Measurement Financial assets and liabilities are recorded at fair value on a recurring basis in the Consolidated Balance Sheets. The carrying values of the Company’s financial assets and liabilities, including cash and cash equivalents, prepaid and other current assets, accounts payable, and accrued expenses approximate their fair value due to the short-term maturity of these instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels are directly related to the amount of subjectivity with the inputs to the valuation of these assets or liabilities as follows: Level 1 —Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 —Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable inputs for similar assets or liabilities. These include quoted prices for identical or similar assets or liabilities in active markets and quoted prices for identical or similar assets of liabilities in markets that are not active; Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements are as follows (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Aggregate Assets: U.S. government treasury securities $ 25,442 $ — $ — $ 25,442 Fixed income securities — 6,639 — 6,639 Asset backed securities — 1,123 — 1,123 Total assets $ 25,442 $ 7,762 $ — $ 33,204 December 31, 2021 Level 1 Level 2 Level 3 Aggregate Assets: Money market funds $ 3,180 $ — $ — $ 3,180 Fixed income securities — 54,224 — 54,224 Asset backed securities — 28,351 — 28,351 Total assets $ 3,180 $ 82,575 $ — $ 85,755 The contractual maturities of available for sale securities of December 31, 2022 and 2021, are as follows (in thousands): December 31, 2022 2021 Within one year $ 6,669 $ 49,699 Within one to five years 1,093 32,876 Total contractual maturities $ 7,762 $ 82,575 The Company’s financial instruments consist of Level 1 and Level 2 assets. The Company values its Level 1 assets based on quoted prices in active markets for identical instruments. Level 1 assets consist primarily of highly liquid money market funds and U.S. government treasury securities that are included in cash equivalents. The Company values its Level 2 assets consisting of fixed income securities and asset backed securities with the help of a third-party pricing service using quoted market prices for similar instruments or nonbinding market prices that are corroborated by observable market data. The Company uses such pricing data as the primary input, to which no material adjustments have been made during the periods presented, to make its determination and assessments as to the ultimate valuation of these assets. The fair values of these instruments approximate amortized cost. There were no transfers into or out of Level 3 securities during the year ended December 31, 2022 and 2021 . |
Consolidated Balance Sheet Comp
Consolidated Balance Sheet Components | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidated Balance Sheet Components | 3. Consolidated Balance Sheet Components Property and Equipment, net Property and equipment, net consists of the following: December 31, 2022 2021 Laboratory equipment $ 166 $ 837 Furniture and fixtures — 307 Construction in process — 104 Total property and equipment 166 1,248 Less: accumulated depreciation ( 166 ) ( 541 ) Total property and equipment, net $ — $ 707 Depreciation expense for property and equipment was $ 0.6 million and $ 0.2 million for the years ended December 31, 2022 and 2021, respectively. Costs for property and equipment not yet placed into service are capitalized as construction in process, and will be depreciated over the relevant estimated useful life once placed into service. Accrued Liabilities Accrued liabilities consist of the following: December 31, 2022 2021 Accrued research and development $ 1,222 $ 1,575 Accrued general and administrative 271 996 Accrued payroll and employee benefits 1,194 1,132 Total accrued liabilities $ 2,687 $ 3,703 |
Convertible Preferred Stock and
Convertible Preferred Stock and Stockholders Equity (Deficit) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Convertible Preferred Stock and Stockholders Equity (Deficit) | 5. Convertible Preferred Stock and Stockholders’ Equity (Deficit) Convertible Preferred Stock In connection with the completion of the Company’s IPO in February 2021, all outstanding shares of the Company’s convertible preferred stock automatically converted into 20,549,478 shares of common stock. Prior to its automatic conversion in the Company’s initial public offering, the Company classified its convertible preferred stock outside of permanent equity since such stock was contractually redeemable outside of the Company’s control. Stock Split On January 27, 2021, the Company’s Board of Directors approved a 1.8249-for-1 stock split of the Company’s outstanding common shares. On January 29, 2021, the Company amended its Amended and Restated Certificate of Incorporation to affect the stock split. The stock split resulted in an adjustment to the preferred share conversion price to reflect a proportional increase in the number of common shares to be issued upon conversion. The accompanying consolidated financial statements and notes to consolidated financial statements give retroactive effect to the stock split for all periods presented. |
Stock-based compensation
Stock-based compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based compensation | 6. Stock-Based Compensation 2019 Equity Incentive Plan In December 2019, the board of directors of the Company (the “Board”) adopted the 2019 Equity Incentive Plan (the “2019 Plan”). The 2019 Plan provides for the grant of share-based awards, including stock options and restricted stock units, to employees, directors, and non-employee service providers of the Company. As of December 31, 2022, there are approximately 6,921,233 sh ares available for future grants. The number of shares of common stock reserved for issuance under the 2019 Plan automatically increases on January 1 of each calendar year, starting on January 1, 2020 and continuing through January 1, 2029, in an amount equal to the least of (i) 5 % of the total number of shares of the Company’s capital stock issued and outstanding on the last day of the calendar month before the date of each automatic increase; (ii) 1,000,000 shares; or (iii) a lesser number of shares determined by the Company’s board of directors. Subject to this provision, the Company added 1,824,900 shares available for grant to the 2019 Plan effective January 1, 2023. 2021 Employee Stock Purchase Plan In January 2021, the Board adopted the 2021 Employee Stock Purchase Plan (the “2021 ESPP”). The purpose of the 2021 ESPP is to secure the services of new employees, to retain the services of existing employees and to provide incentives for such individuals to exert maximum efforts toward the Company’s success. The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code for U.S. employees. As of December 31, 2022, there were approximately 791,251 shares available for future grants under the 2021 ESPP. The number of shares of common stock reserved for issuance under the 2021 ESPP automatically increases on January 1 of each calendar year, starting on January 1, 2022 and continuing through January 1, 2031, in an amount equal to the lesser of (i) 1 % of the total number of shares of the Company’s capital stock issued and outstanding on the last day of the calendar month before the date of each automatic increase; or (ii) a lesser number of shares determined by the Board. Subject to this provision, the Company added 402,548 shares available for grant to the 2021 ESPP effective January 1, 2023. As of December 31, 2022, no shares of common stock had been purchased under the 2021 ESPP. 2022 Inducement Plan In March 2022, the Board adopted the 2022 Inducement Plan. The 2022 Inducement Plan is a non-stockholder approved stock plan under which the Company may grant equity awards to induce highly-qualified prospective officers and employees who are not currently employed by the Company to accept employment and provide them with a proprietary interest in the Company. The Company intends that the 2022 Inducement Plan be reserved for persons to whom the Company may issue securities without stockholder approval as an inducement pursuant to Nasdaq Marketplace Rule 5635(c)(4). The number of shares of common stock reserved for issuance under the 2022 Inducement Plan was initially determined to be 1,000,000 shares. As of December 31, 2022, there were 1,000,000 shares available for future grants under the 2022 Inducement Plan. Former Executive Officer's Equity Awards In November 2021, the Company modified certain shares of an equity award that had previously been granted to the Company’s former Chief Executive Officer. The vesting of the unvested equity award was accelerated. During the year ended December 31, 2021, stock-based compensation expense of $ 0.3 million was recorded in connection with this modification and is included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. Summary of Company's Stock Option Activity A summary of the Company’s stock option activity is as follows: Number Weighted Weighted Aggregate Balance as of December 31, 2021 1,688,789 $ 8.69 9.0 $ 1,651 Granted 3,112,681 0.90 Exercised — — Forfeited/Expired ( 1,492,818 ) 8.06 Balance as of December 31, 2022 3,308,652 $ 1.65 9.4 $ — Exercisable and vested at December 31, 2022 493,804 $ 4.52 8.8 $ — Vested and expected to vest as of December 31, 2022 3,308,652 $ 1.65 9.4 $ — The total intrinsic value of stock options exercised was $ 0 and $ 1.3 million for the years ended December 31, 2022 and 2021, respectively. The weighted average fair value of options to purchase common stock granted in the years ended December 31, 2022 and 2021 was $ 0.90 and $ 7.19 , respectively. The fair value of each stock option award is estimated on the grant-date using the Black-Scholes option pricing model. The inputs used below are subjective and require significant judgment to determine. Years Ended December 31, 2022 2021 Expected term (in years) 6.0 5.7 Risk-free interest rate 3.2 % 0.8 % Expected volatility 81.8 % 70.2 % Dividend rate — % — % Fair value of common stock $ 0.6 $ 7.2 Risk-free interest rate . The Company bases the risk‑free interest rate assumption on the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. Expected volatility . Due to our limited operating history and lack of Company-specific historical or implied volatility, the expected volatility assumption was determined by examining the historical volatilities of a group of industry peers whose share prices are publicly available, and is calculated based on a period consistent with the expected term of the option. Expected term. The expected term represents the period of time that options are expected to be outstanding. Because the Company does not have historical exercise behavior, it determines the expected life assumption using the simplified method, which is an average of the contractual term of the option and its vesting period. Expected dividend yield. The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends. The allocation of stock-based compensation expense was as follows (in thousands): Years Ended December 31, 2022 2021 Research and development $ 638 $ 2,545 General and administrative 1,333 1,573 Total stock-based compensation expense $ 1,971 $ 4,118 At December 31, 2022, the unrecognized compensation cost related to outstanding time-based options was $ 2.0 million and is expected to be recognized as expense over approximately 3.2 years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 4. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. The Company believes there is no litigation pending or loss contingencies that could have, either individually or in the aggregate, a material impact on the Company’s financial statements. The Company enters into contracts in the normal course of business with third-party contract organizations for clinical trials, preclinical studies, manufacturing and other services and products for operating purposes. These contracts generally provide for termination following a certain period after notice and therefore the Company believes that its non-cancelable obligations under these agreements are not material. Leases The Company adopted ASC 842 on January 1, 2022 and accordingly, recognized operating lease right-of-use ("ROU") assets and operating lease liabilities based on the present value of the future minimum lease payments over the lease terms at the adoption date, using the Company’s assumed incremental borrowing rate of 8 %. The Company amortized the operating lease ROU assets and operating lease liabilities over the applicable lease term. The Company leased office space for its corporate headquarters located in Blacksburg, Virginia, under a non-cancelable operating lease, which expired in May 2022 . In August 2021, the Company entered into a three-year lease for an additional facility in Blacksburg, Virginia that was terminated in March 2022. In connection with the termination of the lease in March 2022, the Company made a one-time cash payment of $ 0.2 million and included assets with a net book value of $ 0.1 million, resulting in a loss on the termination of the lease of $ 0.3 million, which is included in general and administrative costs in the accompanying Consolidated Statements of Operations and Comprehensive Loss. In addition, upon termination of the lease in March 2022, operating lease ROU assets and operating lease liabilities were reduced by approximately $ 0.7 million. Rent expense was $ 0.1 million and $ 0.3 million for the years ended December 31, 2022 and 2021 , respectively. |
License Agreement
License Agreement | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
License Agreement Revenues | 7. License and Collaboration Agreement On May 14, 2021, the Company entered into an exclusive license and collaboration agreement (the "LianBio Agreement”) with LianBio Respiratory Limited ("Lian"). Lian is a related party to the Company as a result of an affiliation of a member of the Company’s board of directors at the time the LianBio Agreement was executed. Pursuant to the LianBio Agreement, the Company delivered to Lian an exclusive license and the know-how (the “License”) to develop, manufacture and commercialize omilancor and NX-13 (the “Products”) in the territory comprising the People’s Republic of China (“PRC”), Hong Kong, Macau, Taiwan, Cambodia, Indonesia, Myanmar, Philippines, Singapore, South Korea, Thailand, and Vietnam (the “Territory”). Lian will bear (i) all costs and expenses for any development or commercialization of the Products in the Territory and (ii) all costs and fees associated with applying for regulatory approval of the Products in the Territory. The Company received a non-refundable payment of $ 18.0 million upon execution of the LianBio Agreement. In February 2023, we amended the LianBio Agreement to no longer cover the licensing of Licensed Technology relating to omilancor and developmental milestones events were amended to reflect the transfer of Licensed Technology relating to omilancor. Subsequent to the amendment, we are eligible to receive development milestone payments of up to $ 40.0 million as well as sales milestone payments of up to $ 105.0 million. We are also eligible to receive tiered low-double-digit royalties based on future net sales of NX-13 in the Territory, subject to reductions in specified circumstances. In accordance with the LianBio Agreement, the Company agreed to supply to Lian all clinical and commercial requirements of Products. The terms of the agreement do not provide for either (i) an option to Lian to purchase Products from the Company at a discount from the standalone selling price or (ii) minimum purchase quantities. In addition, the Company and Lian formed a Joint Steering Committee (“JSC”) to provide oversight to the activities performed under the LianBio Agreement; however, the substance of the Company’s participation in the JSC does not represent an additional promised service, but rather, a right of the Company to protect its own interests in the arrangement. The Company concluded that Lian meets the definition of a customer because the Company is delivering intellectual property and other services in which the parties are not jointly sharing the risks and rewards. Therefore, the Company concluded that the promises summarized above represent transactions with a customer within the scope of ASC 606. Given that Lian is not obligated to purchase any minimum amount or quantities of Products, the supply of Products for clinical and commercial purposes was determined to be an option for Lian, rather than a performance obligation of the Company at contract inception and will be accounted for if and when exercised. The Company also determined that Lian’s option to purchase Products does not create a material right as the expected pricing is not at a discount. At contract inception and through December 31, 2022, the Company determined that the contract contains a single performance obligation to deliver the License, which represents functional intellectually property given the functionality of the License is not expected to change substantially as a result of the Company’s ongoing activities. The Company determined that the upfront fixed payment of $ 18.0 million is the initial transaction price. The potential development milestone payments that the Company is eligible to receive upon the successful achievement of certain regulatory approvals or activities were excluded from the transaction price, as the milestone amounts were fully constrained based on the probability of achievement. The royalties and sales milestone payments are excluded from the transaction price under the sales- or usage-based royalty exception of ASC 606. The Company will reevaluate the transaction price, including all constrained amounts, at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, and the Company will adjust its estimate of the transaction price as necessary. The Company will recognize the royalties and sales milestone payments as revenue when the associated sales occur, and relevant sales-based thresholds are met. The Company assessed the arrangement with Lian and concluded that a significant financing component does not exist. As of June 30, 2021, the Company had completed the transfer of the License and know-how necessary and, as such, recognized the full $ 18.0 million upfront payment as revenue. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes The following table presents a reconciliation of the statutory federal rate and the Company’s effective tax rate: Years Ended December 31, 2022 2021 Federal statutory income tax rate 21.00 % 21.00 % State taxes, net of federal benefit 3.85 % 4.72 % Permanent differences ( 0.66 )% ( 0.31 )% Other credits 2.27 % 1.58 % Foreign rate differential 0.06 % ( 0.05 )% Other ( 0.01 )% ( 0.51 )% Change in valuation allowance ( 26.51 )% ( 26.43 )% Provision for income taxes — % — % The following table presents the significant components of the Company’s deferred tax assets and liabilities for the periods presented: Years Ended December 31, 2022 2021 Deferred tax assets (liabilities): Accruals $ 636 $ 384 Stock-based compensation 1,223 820 Fixed assets 33 ( 12 ) Intangible assets 374 365 Unrealized gain 29 18 Prepaid assets ( 64 ) — Capitalized research and development costs under Section 174 5,696 — Net operating loss carryforwards 22,999 19,857 Research and development credits 3,181 2,385 Research and development credits unrecognized tax benefits ( 318 ) ( 319 ) Valuation allowance ( 33,789 ) ( 23,498 ) Net deferred tax assets (liabilities) $ — $ — At December 31, 2022 and 2021, the Company evaluated all significant available positive and negative evidence, including the existence of losses in recent years and management’s forecast of future taxable income, and, as a result, determined it was more likely than not that federal and state deferred tax assets, including benefits related to net operating loss carryforwards, would not be realized. The valuation allowance was increased from $ 23.5 million at December 31, 2021 to $ 33.8 million at December 31, 2022. The Tax Cuts and Jobs Act ("TCJA") requires taxpayers to capitalize and amortize research and experimental ("R&D") expenditures under section 174 for tax years beginning after December 31, 2021. This rule became effective for the Company during the year and resulted in the capitalization of R&D costs $ 24.4 million. The Company will amortize these costs for tax purposes over 5 years if the R&D was performed in the U.S. and over 15 years if the R&D was performed outside the U.S. These rules also are in effect for its foreign subsidiaries and the calculation of global intangible low-taxes income ("GILTI") for the Company, of which $ 0.8 million of foreign R&D costs have been capitalized and will be amortized for tax purposes over 15 years . Given the Company’s current period loss position, this adjustment does not currently have an impact on cash taxes. As of December 31, 2022, the Company has $ 89.0 million and $ 86.2 million of federal and state net operating loss carryforwards, respectively. Federal net operating loss carryforward incurred prior to 2018 as well as the state net operating loss carryforward begin to expire in 2037 . Federal net operating losses incurred in 2018 and after have an unlimited carryforward period. The Company also has $ 0.8 million of Australian net operating loss carryforwards which also have an unlimited carryforward period. Because the Company has incurred cumulative net operating losses since inception, all tax years remain open to examination by U.S. federal, state, and foreign income tax authorities. The Company had an unrecorded tax benefit of $ 0.3 million due to uncertain tax positions as of December 31, 2022 and 2021. The Company's policy for recording interest and penalties is to record them as a component of interest expense and operating expenses, respectively. As of December 31, 2022 , the Company had no accrued interest or penalties related to uncertain tax positions. The total unrecorded benefit would affect the effective tax rate but for the Company's valuation allowance. The Company does not expect a material change in unrecognized tax benefits within the next 12 months. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: Years Ended December 31, 2022 2021 Balance at the beginning of the year $ 319 $ 139 Additions for tax positions taken in the current year 37 110 Addition (reduction) for prior tax positions ( 38 ) 70 Balance at the end of the year $ 318 $ 319 Potential 382 limitation The Company’s ability to utilize its net operating loss (NOL) and research and development (R&D) credit carryforwards may be substantially limited due to ownership changes that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the Code), as well as similar state provisions. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change,” as defined by Section 382 of the Code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percent of the outstanding stock of a company by certain stockholders or public groups. The Company has not completed a study to assess whether one or more ownership changes have occurred since the Company became a loss corporation under the definition of Section 382. If the Company has experienced an ownership change, utilization of the NOL or R&D credit carryforwards would be subject to an annual limitation, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments, as required. Any such limitation may result in the expiration of a portion of the NOL or R&D credit carryforwards before utilization. Until a study is completed and any limitation known, no amounts are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit under ASC-740. Any carryforwards that expire prior to utilization as a result of such limitations will be removed from deferred tax assets with a corresponding reduction of the valuation allowance. Due to the existence of the valuation allowance, it is not expected that any possible limitation will have an impact on the results of operations of the Company. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events Securities Purchase Agreement On January 4, 2023 , the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the institutional accredited investors named therein (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a private placement (the “Private Placement”) pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 30,909,090 shares (the “Warrant Shares”) of the Company’s common stock. Each Pre-Funded Warrant has an exercise price of $ 0.01 per Warrant Share. The purchase price per Pre-Funded Warrant was $ 0.54 . The Pre-Funded Warrants issued in the Private Placement provide that the holder of the Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if such holder, together with its affiliates and any other persons whose beneficial ownership of common stock would be aggregated with the holder for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, would beneficially own in excess of 35% of the number of shares of common stock outstanding immediately after giving effect to such exercise. The Warrant Shares will also be subject to certain registration rights under the Company’s Amended and Restated Investors’ Rights Agreement. The Private Placement closed on January 10, 2023. Gross proceeds of the Private Placement were approximately $ 16.7 million, before deducting offering expenses payable by the Company. LianBio Agreement Amendment and Asset Purchase and Redemption Agreement On February 28, 2023, the Company entered into an amendment (the “Amendment”) to the LianBio Agreement with Lian. Pursuant to the terms of the Amendment, the Company acknowledged acquisition of the ownership of certain Licensed Technology (as defined in the agreement) relating to its proprietary compound known as omilancor by NImmune Biopharma, Inc. (a corporation that was newly formed by Dr. Josep Bassaganya-Riera, Ph.D., former Chief Executive Officer of the Company, in connection with the transactions described below) and together with Lian provided that the LianBio Agreement no longer covers the licensing of Licensed Technology relating to omilancor. Furthermore, developmental milestone events were amended to reflect the transfer of Licensed Technology relating to omilancor. On February 28, 2023 , the Company entered into an Asset Purchase and Redemption Agreement (the “Purchase Agreement”) with Dr. Bassaganya-Riera, a related party who is the former Chief Executive Officer of the Company and a principal owner of the Company's common stock at the time of the transaction, Raquel Hontecillas and certain other stockholders (together the “Purchasers”) whereby Purchasers acquired (i) all of the Company’s right, title and interest in omilancor, LABP-104 and LABP-111 and any such derivatives and analogs that target LANCL proteins (together the “Acquired Compounds”), (ii) a worldwide, perpetual, irrevocable, fully-paid up, royalty-free, exclusive, sublicensable and transferable license grant under the intellectual property rights retained by the Company and necessary or useful for the development, manufacture and commercialization of the Acquired Compounds, (iii) a royalty agreement providing, among other things, for the payment by the Company to the Purchasers of a royalty of 2 % of all net sales by the Company of any products containing certain compounds that the Company retained following the closing of the Purchase Agreement and (iv) $ 3,000,000 in cash in exchange for (x) 9,086,441 shares of the common stock of the Company held by the Purchasers and (y) a royalty agreement providing, among other things, for the payment by the Purchasers to the Company a royalty of 6 % of all net sales by the Purchasers of any products containing any of the Acquired Compounds in consideration for the acquired intellectual property rights. The transactions contemplated by the Purchase Agreement closed simultaneously with signing. Silicon Valley Bank On March 10, 2023, Silicon Valley Bank ("SVB") was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation as receiver. At the time of the closure, the Company held a cash balance of low single digit millions of dollars in a deposit account with SVB. On March 15, 2023, the Company successfully transferred all funds from this SVB account to one of its other banks not affiliated with SVB without incurring any loss. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Initial Public Offering | Initial Public Offering In February 2021, the Company completed its initial public offering ("IPO") in which it sold 6,250,000 shares of common stock at an initial public offering price of $ 16.00 per share. Proceeds from the initial public offering, net of underwriting discounts, commissions and offering costs paid by the Company, were approximately $ 90.5 million. In addition, in connection with the completion of the Company’s IPO, all outstanding shares of the Company's convertible preferred stock were converted into 20,549,478 shares of the Company’s common stock. Nasdaq Listing Rule Compliance In June 2022, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") notifying the Company that its listed securities did not maintain the minimum bid price requirement of $ 1.00 per ordinary share for continued listing on the Nasdaq Global Market. In December 2022, Nasdaq approved the Company's application to transfer to The Nasdaq Capital Market and notified the Company that it has been granted an additional 180-calendar day compliance period to regain compliance with the minimum bid price requirement. As part of the transfer, the Company provided notice to Nasdaq that it intended to cure the bid price deficiency by effecting a reverse stock split, if necessary, prior to the end of the compliance period. The Company intends to actively monitor the bid price of its common stock and will consider available options, including a reverse stock split, to regain compliance with the listing requirements. |
Stock Split | Stock Split On January 27, 2021, the Company’s Board of Directors approved a 1.8249-for-1 stock split of the Company’s outstanding common shares. On January 29, 2021, the Company amended its Amended and Restated Certificate of Incorporation to affect the stock split. The stock split resulted in an adjustment to the preferred share conversion price to reflect a proportional increase in the number of common shares to be issued upon conversion. The accompanying consolidated financial statements and notes to consolidated financial statements give retroactive effect to the stock split for all periods presented . |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP"). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Landos Biopharma Australia Pty Ltd. ("Landos Australia"). All intercompany balances and transactions have been eliminated in consolidation. |
Liquidity | Liquidity As of December 31, 2022, the Company had cash, cash equivalents and marketable securities of $ 44.4 m illion. The Company believes that its existing cash, cash equivalents and marketable securities as of December 31, 2022 , in addition to the $ 16.7 million in gross proceeds from its private placement of pre-funded warrants in January 2023, will be sufficient to fund its planned operations for at least one year from the issuance of these consolidated financial statements. Since the Company’s inception in 2017, it funded operations through the issuance of convertible preferred stock and convertible promissory notes, the proceeds from its IPO, and the upfront payment from the license and collaboration agreement (Note 7). As of December 31, 2022, the Company had an accumulated deficit of $ 133.4 million and expects to incur substantial operating losses for at least the next several years. As such, the Company will need to raise additional capital to initiate and complete its planned clinical trials, to continue and expand its research and development operations that support its planned discovery, development and clinical and regulatory activities, and to adequately prepare for commercialization of its product candidates that may achieve regulatory approval in the future. |
Consolidated Financial Statements in U.S. dollars | Consolidated Financial Statements in U.S. Dollars The Company’s functional currency is the U.S. dollar as the U.S. dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign currencies have been re-measured to dollars. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the consolidated statement of operations and comprehensive loss as other income, net. Net foreign currency transaction losses were not material for the years ended December 31, 2022 and 2021 . |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying consolidated financial statements include but are not limited to estimates for clinical trial accruals and for periods prior to the Company's IPO, fair value of equity instruments. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with original maturities of three months or less at the date of purchase. The carrying amounts approximate fair value due to the short maturities of these investments. Cash equivalents consist primarily of amounts invested in money market funds and commercial paper and are stated at fair value. |
Marketable Securities | Marketable Securities The Company’s investments in marketable securities are maintained by investment managers and consist of corporate debt securities with original maturities of over 90 days, all of which are considered available-for-sale debt securities. The Company classifies its available-for-sale securities as short-term marketable securities on the Consolidated Balance Sheets, even though the stated maturity date may be one year or more beyond the current Consolidated Balance Sheets date, as the Company views those securities as available for use in current operations, if needed. Available-for-sale securities are carried at fair value with their unrealized gains and losses included in accumulated other comprehensive loss within stockholders’ equity (deficit), until such gains and losses are realized in other income, net, within the Consolidated Statements of Operations and Comprehensive Loss or until an unrealized loss is considered other-than-temporary. Realized gains and losses are determined using the specific identification method. The Company evaluates its investments with unrealized losses for other-than-temporary impairment. When assessing investments for other-than-temporary impairments in value, the Company considers such factors as, among other things, how significant the impairment in value is as a percentage of the original cost, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions. If the Company determines from this analysis that it does not expect to receive cash flows sufficient to recover the entire amortized cost of the security, a credit loss exists, the impairment is considered other-than-temporary and is recognized in the Consolidated Statements of Operations and Comprehensive Loss. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash, cash equivalents, and marketable securities. Bank deposits are held by accredited financial institutions and these deposits may at times be in excess of insured limits. The Company limits its credit risk associated with cash and cash equivalents by placing them with financial institutions it believes are of high quality. The Company has not experienced any losses on its deposits of cash or cash equivalents as of December 31, 2022. The Compa ny’s available-for-sale investments primarily consist of high-grade corporate debt, and potentially subject the Company to concentrations of credit risk. The Company has adopted investment guidelines that limit the amounts the Company may invest in any one type of investment and requires all investments held by the Company to be highly rated, thereby reducing credit risk exposure. |
Deferred Offering Costs | Deferred Offering Costs At December 31, 2022 , the Company had deferred offering costs totaling $ 25,000 consisting of legal fees directly attributable to a private placement completed after December 31, 2022. At December 31, 2020, the Company had deferred offering costs totaling $ 1.4 million consisting of legal, accounting, filing and other fees and costs directly attributable to the Company’s IPO. Upon the closing of the IPO in February 2021, these deferred offering costs were offset against the proceeds received. |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives of laboratory equipment, furniture and fixtures ranges from five to seven years. Maintenance, repair and calibration costs are expensed as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates its long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets or group of assets may not be fully recoverable. If indicators of impairment exist and the undiscounted future cash flows that the assets are expected to generate are less than the carrying value of the assets, the Company reduces the carrying amount of the assets through an impairment charge, to their estimated fair values based on a discounted cash flow approach or, when available and appropriate, to comparable market values. During the years ended December 31, 2022 and 2021 , there were no such indicators. |
Revenue Recognition for Out-License Arrangements | Revenue Recognition for Out-License Arrangements To date, all of the Company’s revenue has been derived from its license agreement with LianBio Respiratory Limited ("Lian") (Note 7). The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. License Revenue The Company first assesses whether the goods or services promised within each contract are distinct to identify those that are performance obligations. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. In assessing whether a promised good or service is distinct, and therefore a performance obligation, the Company considers factors such as the research, manufacturing and commercialization capabilities of the customer and the availability of the associated expertise in the general marketplace. The Company also considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, the Company is required to combine that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, they are considered performance obligations. The transaction price is determined and allocated to the identified performance obligations in proportion to their stand-alone selling prices ("SSP") on a relative SSP basis. SSP is based on observable prices of the performance obligations or, when such prices are not observable, are estimated based on factors such as forecasted revenues or costs, development timelines, discount rates, and probabilities of technical and regulatory success. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the amount of estimated variable consideration in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. Milestone Payments If an arrangement includes development, regulatory or commercial milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. Royalties For arrangements with licenses of intellectual property that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes royalty revenue and sales-based milestones at the later of (i) when the related sales occur, or (ii) when the performance obligation to which the royalty has been allocated has been satisfied. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time, recognition is based on the use of an output or input method. The Company receives payments from its collaborators based on billing schedules established in each contract. Up-front and other payments may require deferral of revenue recognition to a future period until the Company performs its obligations under its collaboration arrangements. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. |
Research and Development Expenses | Research and Development Expenses Research and development costs consist primarily of external costs related to clinical development, contract manufacturing and discovery as well as personnel costs. The Company estimates preclinical and clinical study and research expenses based on the services performed, pursuant to contracts with research institutions that conduct and manage nonclinical and clinical studies and research services on its behalf. The Company records the costs of research and development activities based upon the estimated amount of services provided but not yet invoiced and includes these costs in accrued liabilities in the Consolidated Balance Sheets. These costs are a component of the Company’s research and development expenses. The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with agreements established with its third-party service providers under the service agreements. The Company makes significant judgments and estimates in determining the accrued liabilities balance in each reporting period. As actual costs become known, the Company adjusts its accrued liabilities. |
Share-Based Compensation | Share-Based Compensation The Company measures employee and non-employee stock-based awards, including stock options and purchase rights, at grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the award. The Company uses the Black-Scholes option pricing model to value its stock option awards. The Company elects to account for forfeitures as they occur. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized as income in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management 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 management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than‑not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. |
Research and Development Tax Incentives | Research and Development Tax Incentives Through programs administered by the Australian Tax Office, the Company is eligible, if specific criteria is met, to obtain research and development incentive tax credits (the “Australia R&D credit”) based on a percentage of certain research and development activities undertaken by Australia by Landos Australia. During the year ended December 31, 2021, pursuant to the Australia R&D credit program, the Company received a refund of approximately $ 1.3 million, which has been recorded as a reduction of research and development expenses in the accompanying consolidated financial statements. Refunds received pursuant to the Australia R&D credit program are subject to audit for a period of four years by the taxing authorities. In addition, Landos Australia incurs Goods and Services Tax (“GST”) on services provided by Australian vendors. As an Australian entity, Landos Australia is entitled to a refund of the GST paid. The Company’s estimate of the amount of cash refund it expects to receive related to GST incurred is included in prepaid and other current assets in the accompanying consolidated balance sheets. NIH Grant Income The Company was awarded a grant by the National Institute of Health ("NIH") for a phase 2 proof-of-concept efficacy study of omilancor in Crohn's disease patients. The grant award provided for reimbursement of actual, allowable costs incurred. The Company records the grant income as qualifying expenditures are incurred to Other income. During the year ended December 31, 2022, the Company recorded grant income of $ 1.0 million, which has been recorded to Other income in the Consolidated Statement of Operations and Comprehensive Loss. |
Net Loss per Share | Net Loss per Share Basic loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock together with the number of additional shares of common stock that would have been outstanding if all potentially dilutive shares of common stock had been issued. Since the Company was in a loss position for the periods presented, basic net loss per share is the same as diluted net loss per share since the effects of potentially dilutive securities are antidilutive. The following outstanding shares of potentially dilutive securities have been excluded from diluted net loss per common share for the periods presented, because their inclusion would be anti-dilutive: Years Ended December 31, 2022 2021 Stock options to purchase common stock 3,308,652 1,688,789 Total 3,308,652 1,688,789 |
Comprehensive Loss | Comprehensive Loss The Company’s comprehensive loss is currently comprised of changes in unrealized losses on available-for-sale securities. |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company ("EGC"), as defined in the Jumpstart Our Business Startups Act of 2012 ("the JOBS Act"). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these combined and consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02—Leases (Topic 842), requiring the recognition of lease assets and liabilities on the balance sheet. The standard: (a) clarifies the definition of a lease; (b) requires a dual approach to lease classification similar to current lease classifications; and (c) causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease-term of more than twelve months. The standard was effective for public entities for fiscal years beginning after December 15, 2018 and is effective for nonpublic entities for fiscal years beginning after December 15, 2021. The Company adopted ASU 2016-02, as amended, by applying the modified retrospective approach for leases existing at, and entered into after January 1, 2022. As a result, prior periods are presented in accordance with the previous guidance in ASC 840, Leases (“ASC 840”). The Company has elected to apply the “practical expedient package,” which permits it to not reassess previous conclusions around lease identification, lease classification, and initial direct costs. Further, the Company made accounting policy elections to exclude leases with terms of 12 months or less from the recognition requirements and to not separate lease and non-lease components. On January 1, 2022, the Company recognized an initial right-of-use asset and lease liability of $ 0.8 million. The adoption of Topic 842 did not have an impact on the Company’s Consolidated Statements of Operations and Comprehensive Loss and did not require recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company elected to continue applying the guidance under ASC 840 for comparative periods, as allowed in Topic 842. Recently Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13—Financial Instruments (Topic 326) Measurement of Credit Losses on Financial Instrument (“CECL”), which requires an allowance for expected credit losses on financial assets be recognized as early as day one of the instrument. This ASU departs from the incurred loss model which means the probability threshold is removed. It considers more forward-looking information and requires the entity to estimate its credit losses as far as it can reasonably estimate. The ASU was effective for fiscal years beginning after December 15, 2019 for public business entities that are U.S. Securities and Exchange Commission ("SEC") filers, excluding entities eligible to be smaller reporting companies ("SRC"). For all other public business entities, including SRC, the ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018. The Company expects to adopt the new standard in the annual reporting period beginning after December 15, 2022 and does not expect the adoption of this ASU to have a material impact on the consolidated financial statements. |
Organization and Summary Of S_3
Organization and Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Outstanding Shares of Potentially Dilutive Securities Excluded from Diluted Net Loss Per Common Share | The following outstanding shares of potentially dilutive securities have been excluded from diluted net loss per common share for the periods presented, because their inclusion would be anti-dilutive: Years Ended December 31, 2022 2021 Stock options to purchase common stock 3,308,652 1,688,789 Total 3,308,652 1,688,789 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements are as follows (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Aggregate Assets: U.S. government treasury securities $ 25,442 $ — $ — $ 25,442 Fixed income securities — 6,639 — 6,639 Asset backed securities — 1,123 — 1,123 Total assets $ 25,442 $ 7,762 $ — $ 33,204 December 31, 2021 Level 1 Level 2 Level 3 Aggregate Assets: Money market funds $ 3,180 $ — $ — $ 3,180 Fixed income securities — 54,224 — 54,224 Asset backed securities — 28,351 — 28,351 Total assets $ 3,180 $ 82,575 $ — $ 85,755 |
Contractual Maturities of Available for Sale Securities | The contractual maturities of available for sale securities of December 31, 2022 and 2021, are as follows (in thousands): December 31, 2022 2021 Within one year $ 6,669 $ 49,699 Within one to five years 1,093 32,876 Total contractual maturities $ 7,762 $ 82,575 |
Consolidated Balance Sheet Co_2
Consolidated Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule OF Property Plant And Equipment | Property and equipment, net consists of the following: December 31, 2022 2021 Laboratory equipment $ 166 $ 837 Furniture and fixtures — 307 Construction in process — 104 Total property and equipment 166 1,248 Less: accumulated depreciation ( 166 ) ( 541 ) Total property and equipment, net $ — $ 707 |
Schedule Of Accrued Liabilities | Accrued liabilities consist of the following: December 31, 2022 2021 Accrued research and development $ 1,222 $ 1,575 Accrued general and administrative 271 996 Accrued payroll and employee benefits 1,194 1,132 Total accrued liabilities $ 2,687 $ 3,703 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | A summary of the Company’s stock option activity is as follows: Number Weighted Weighted Aggregate Balance as of December 31, 2021 1,688,789 $ 8.69 9.0 $ 1,651 Granted 3,112,681 0.90 Exercised — — Forfeited/Expired ( 1,492,818 ) 8.06 Balance as of December 31, 2022 3,308,652 $ 1.65 9.4 $ — Exercisable and vested at December 31, 2022 493,804 $ 4.52 8.8 $ — Vested and expected to vest as of December 31, 2022 3,308,652 $ 1.65 9.4 $ — |
Schedule of Fair Value of Each Stock Option Award | The fair value of each stock option award is estimated on the grant-date using the Black-Scholes option pricing model. The inputs used below are subjective and require significant judgment to determine. Years Ended December 31, 2022 2021 Expected term (in years) 6.0 5.7 Risk-free interest rate 3.2 % 0.8 % Expected volatility 81.8 % 70.2 % Dividend rate — % — % Fair value of common stock $ 0.6 $ 7.2 |
Schedule of Stock-Based Compensation Expense | The allocation of stock-based compensation expense was as follows (in thousands): Years Ended December 31, 2022 2021 Research and development $ 638 $ 2,545 General and administrative 1,333 1,573 Total stock-based compensation expense $ 1,971 $ 4,118 At December 31, 2022, the unrecognized compensation cost related to outstanding time-based options was $ 2.0 million and is expected to be recognized as expense over approximately 3.2 years. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Reconciliation Of The statutory federal Rate And The Company's Effective Tax Rate | The following table presents a reconciliation of the statutory federal rate and the Company’s effective tax rate: Years Ended December 31, 2022 2021 Federal statutory income tax rate 21.00 % 21.00 % State taxes, net of federal benefit 3.85 % 4.72 % Permanent differences ( 0.66 )% ( 0.31 )% Other credits 2.27 % 1.58 % Foreign rate differential 0.06 % ( 0.05 )% Other ( 0.01 )% ( 0.51 )% Change in valuation allowance ( 26.51 )% ( 26.43 )% Provision for income taxes — % — % |
Schedule of Deferred Income Tax Assets and Liabilities | The following table presents the significant components of the Company’s deferred tax assets and liabilities for the periods presented: Years Ended December 31, 2022 2021 Deferred tax assets (liabilities): Accruals $ 636 $ 384 Stock-based compensation 1,223 820 Fixed assets 33 ( 12 ) Intangible assets 374 365 Unrealized gain 29 18 Prepaid assets ( 64 ) — Capitalized research and development costs under Section 174 5,696 — Net operating loss carryforwards 22,999 19,857 Research and development credits 3,181 2,385 Research and development credits unrecognized tax benefits ( 318 ) ( 319 ) Valuation allowance ( 33,789 ) ( 23,498 ) Net deferred tax assets (liabilities) $ — $ — |
Schedule Of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: Years Ended December 31, 2022 2021 Balance at the beginning of the year $ 319 $ 139 Additions for tax positions taken in the current year 37 110 Addition (reduction) for prior tax positions ( 38 ) 70 Balance at the end of the year $ 318 $ 319 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Outstanding Shares of Potentially Dilutive Securities Excluded from Diluted Net Loss Per Common Share | The following outstanding shares of potentially dilutive securities have been excluded from diluted net loss per common share for the periods presented, because their inclusion would be anti-dilutive: Years Ended December 31, 2022 2021 Stock options to purchase common stock 3,308,652 1,688,789 Total 3,308,652 1,688,789 |
Organization and Description of
Organization and Description of the Business - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Conversion of preferred stock to common stock upon closing of the initial public offering, issued | $ 73,037 | |
Others Income | $ 1,285 | $ 394 |
NIH Grant Income | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Others Income | $ 1,000 |
Organisation and Summary of Sig
Organisation and Summary of Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||||
Feb. 28, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | Jun. 30, 2022 $ / shares | Mar. 31, 2022 USD ($) | Jan. 01, 2022 USD ($) | Dec. 31, 2020 USD ($) | |
Summary of Significant Accounting Policies [Line Items] | |||||||
Cash Cash Equivalents And Marketable Securities | $ 44,400,000 | ||||||
Gross Proceeds from issuance of private placement | 16,700,000 | ||||||
Retained Earnings (Accumulated Deficit) | (133,427,000) | $ (94,151,000) | |||||
Unrecorded tax benefits | 319,000 | $ 139,000 | |||||
Unrecognized tax benefits, accrued interest or penalties | $ 0 | ||||||
Number of operating segments | Segment | 1 | ||||||
Issuance of common stock, net of issuance costs | 90,506,000 | ||||||
Common stock, conversion basis | 1.8249-for-1 | ||||||
Others Income | $ 1,285,000 | 394,000 | |||||
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Liabilities, Current | ||||||
Lease liability recognized | $ 800,000 | ||||||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Assets, Current | Assets, Current | |||||
Right-of-use asset recognized | $ 700,000 | $ 800,000 | |||||
NIH Grant Income | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Others Income | $ 1,000,000 | ||||||
Minimum [Member] | Furniture and Fixtures [Member] | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Estimated useful life | 5 years | ||||||
Maximum [Member] | Furniture and Fixtures [Member] | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Estimated useful life | 7 years | ||||||
Corporate Debt Securities [Member] | Minimum [Member] | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Debt securities, available for sale, maturity period | 90 days | ||||||
Australia R&D credit [Member] | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Research and development incentive tax credit refund received | $ 1,300,000 | ||||||
Audit period | 4 years | ||||||
Nasdaq | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Ordinary share, bid price | $ / shares | $ 1 | ||||||
IPO [Member] | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Issuance of common stock, net of issuance costs, shares | shares | 6,250,000 | ||||||
Shares issued price per share | $ / shares | $ 16 | ||||||
Issuance of common stock, net of issuance costs | $ 90,500,000 | ||||||
Conversion of preferred stock to common stock upon closing of the initial public offering, issued, shares | shares | 20,549,478 | ||||||
Deferred Offering Costs | $ 25,000 | $ 1,400,000 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Schedule of Outstanding Shares of Potentially Dilutive Securities Excluded from Diluted Net Loss Per (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,308,652 | 1,688,789 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,308,652 | 1,688,789 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | $ 33,204 | $ 85,755 |
Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 25,442 | 3,180 |
Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 7,762 | 82,575 |
Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | ||
US Treasury Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 25,442 | |
US Treasury Securities [Member] | Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 25,442 | |
US Treasury Securities [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | ||
US Treasury Securities [Member] | Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | ||
Money Market Funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 3,180 | |
Money Market Funds [Member] | Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 3,180 | |
Money Market Funds [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | ||
Money Market Funds [Member] | Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | ||
Fixed Income Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 6,639 | 54,224 |
Fixed Income Securities [Member] | Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | ||
Fixed Income Securities [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 6,639 | 54,224 |
Fixed Income Securities [Member] | Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | ||
Asset Backed Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 1,123 | 28,351 |
Asset Backed Securities [Member] | Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | ||
Asset Backed Securities [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 1,123 | 28,351 |
Asset Backed Securities [Member] | Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets |
Fair Value Measurement - Contra
Fair Value Measurement - Contractual Maturities of Available for Sale Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Within one year | $ 6,669 | $ 49,699 |
Within one to five years | 1,093 | 32,876 |
Total contractual maturities | $ 7,762 | $ 82,575 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Transfers into or out of Level 3 securities | $ 0 | $ 0 |
Consolidated Balance Sheet Co_3
Consolidated Balance Sheet Components - Schedule OF Property Plant And Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 166 | $ 1,248 |
Less: accumulated depreciation | (166) | (541) |
Property and equipment, net | 0 | 707 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 166 | 837 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 0 | 307 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 0 | $ 104 |
Consolidated Balance Sheet Co_4
Consolidated Balance Sheet Components (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Depreciation expense | $ 577 | $ 196 |
Consolidated Balance Sheet Co_5
Consolidated Balance Sheet Components - Schedule Of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued research and development | $ 1,222 | $ 1,575 |
Accrued general and administrative | 271 | 996 |
Accrued payroll and employee benefits | 1,194 | 1,132 |
Total accrued liabilities | $ 2,687 | $ 3,703 |
Convertible Preferred Stock a_2
Convertible Preferred Stock and Stockholders Equity (Deficit) - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 27, 2021 | Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stockholders' equity note, stock split | On January 27, 2021, the Company’s Board of Directors approved a 1.8249-for-1 stock split of the Company’s outstanding common shares. On January 29, 2021, the Company amended its Amended and Restated Certificate of Incorporation to affect the stock split. | |||
Stockholders' equity note, stock split, conversion ratio | 1.8249-for-1 stock | |||
Total stock-based compensation expense | $ 1,971 | $ 4,118 | ||
General and Administrative Expense | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 1,333 | $ 1,573 | ||
Common Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Convertible preferred stock issued | 20,549,478 | 20,549,478 |
Stock-based compensation - Addi
Stock-based compensation - Additional information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | Jan. 01, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 1,971 | $ 4,118 | ||
Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 0 | $ 1,300 | ||
Weighted average fair value of options to purchase common stock granted | $ 0.90 | $ 7.19 | ||
Unrecognized compensation cost | $ 2,000 | |||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 3 years 2 months 12 days | |||
Two Thousand Twenty One Employee Stock Purchase Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Shares Available For Future Grants | 791,251 | |||
Shares available for future grants | 402,548 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage of Outstanding Stock Maximum | 1% | |||
Two Thousand Twenty Two Inducement Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Shares Available For Future Grants | 1,000,000 | |||
Lesser number of shares | 1,000,000 | |||
General and Administrative Expense | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 1,333 | $ 1,573 | ||
General and Administrative Expense | Former Chief Executive Officer [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 300 | |||
The2019 Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Shares Available For Future Grants | 6,921,233 | |||
Lesser number of shares | 1,000,000 | |||
Shares available for future grants | 1,824,900 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage of Outstanding Stock Maximum | 5% |
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] | ||
Balance as of December 31, 2021 | 1,688,789 | |
Granted | 3,112,681 | |
Exercised | 0 | |
Forfeited | (1,492,818) | |
Balance as of December 31, 2022 | 3,308,652 | 1,688,789 |
Exercisable and vested at December 31, 2022 | 493,804 | |
Vested and expected to vest as of December 31, 2022 | 3,308,652 | |
Balances as of December 31, 2021 | $ 8.69 | |
Granted | 0.90 | |
Exercised | 0 | |
Forfeited | 8.06 | |
Balances as of December 31, 2022 | 1.65 | $ 8.69 |
Options Exercisable and vested at December 31, 2022 | 4.52 | |
Options vested and expected to vest at December 31, 2022 | $ 1.65 | |
Options Outstanding Weighted Average Contractual Life (years) | 9 years 4 months 24 days | 9 years |
Options Exercisable Weighted Average Contractual Life (years) | 8 years 9 months 18 days | |
Options Vested and Expected to Vest Weighted Average Contractual Life (years) | 9 years 4 months 24 days | |
Options Outstanding Intrinsic Value | $ 1,651 | |
Options Outstanding Intrinsic Value | 0 | $ 1,651 |
Options Vested and Expected to Vest Intrinsic Value | 0 | |
Aggregate intrinsic Value Vested and expected to vest as of December 31, 2022 | $ 0 |
Stock-based compensation - Calc
Stock-based compensation - Calculation of Fair Value of Stock Option Grant Under ESPP Using Black-Scholes Option-Pricing Model (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Expected term (in years) | 6 years | 5 years 8 months 12 days |
Risk-free interest rate | 3.20% | 0.80% |
Expected volatility | 81.80% | 70.20% |
Dividend rate | 0% | 0% |
Fair value of common stock | $ 0.6 | $ 7.2 |
Stock-based compensation - Su_2
Stock-based compensation - Summary of Stock-Based Compensation Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 1,971 | $ 4,118 |
Research and Development Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 638 | 2,545 |
General and Administrative Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 1,333 | $ 1,573 |
Commitments and Contingencies (
Commitments and Contingencies (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2022 | Aug. 31, 2021 | |
Loss Contingencies [Line Items] | |||||
Rent expense | $ 100 | $ 300 | |||
Cash payment included assets with a net book value | $ 100 | ||||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Assets, Current | Assets, Current | |||
Operating lease, right-of-use assets and liabilities | $ 700 | $ 800 | |||
Incremental borrowing rate | 8% | ||||
Non-cash loss on termination of lease | $ (137) | $ 0 | |||
One-time cash payment | 200 | ||||
Lease term | 3 years | ||||
Operating lease expiration year and month | 2022-05 | ||||
General and Administrative Expense | |||||
Loss Contingencies [Line Items] | |||||
Non-cash loss on termination of lease | $ (300) |
License Agreement - Additional
License Agreement - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
May 14, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | |
Sales [Member] | Maximum [Member] | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Additional Upfront Payment Ability To Received | $ 105 | ||
In Process Research and Development [Member] | Maximum [Member] | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Additional Upfront Payment Ability To Received | 40 | ||
License Agreement Terms [Member] | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Non Refundable Upfront Payment Received | $ 18 | $ 18 | $ 18 |
Income Taxes - Schedule Of Reco
Income Taxes - Schedule Of Reconciliation Of The statutory federal Rate And The Company's Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 21% | 21% |
State taxes, net of federal benefit | 3.85% | 4.72% |
Permanent differences | (0.66%) | (0.31%) |
Other credits | 2.27% | 1.58% |
Foreign rate differential | 0.06% | (0.05%) |
Other | (0.01%) | (0.51%) |
Change in valuation allowance | (26.51%) | (26.43%) |
Provision for income taxes | 0% | 0% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets/(liabilities): | ||
Accruals | $ 636 | $ 384 |
Stock-based compensation | 1,223 | 820 |
Fixed assets | (33) | (12) |
Intangible assets | 374 | 365 |
Unrealized gain | 29 | 18 |
Prepaid assets | 64 | 0 |
Capitalized research and development costs under Section 174 | 5,696 | 0 |
Net operating loss carryforwards | 22,999 | 19,857 |
Research and development credits | 3,181 | 2,385 |
Research and development credits unrecognized tax benefits | 33,789 | |
Research and development credits unrecognized tax benefits | (318) | (319) |
Valuation Allowance | (33,800) | (23,498) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Schedule Of Unre
Income Taxes - Schedule Of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Balance at the beginning of the year | $ 319 | $ 139 |
Additions for tax positions taken in the current year | 37 | 110 |
Addition (reduction) for prior tax positions | (38) | 70 |
Reduction for prior tax positions | $ (318) | (319) |
Balance at the end of the year | $ 319 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Effective tax rate | 0% | 0% |
Unrecognized tax benefits, accrued interest or penalties | $ 0 | |
Net operating loss carry forwards, expire period | 2037 | |
State taxes, net of federal benefit | 3.85% | 4.72% |
Unrecognized tax benefits that would impact the effective tax rate | $ 300 | $ 300 |
Deferred Tax Assets, Valuation Allowance | $ 33,800 | 23,498 |
Research and development costs, amortized period | 15 years | |
State Tax Carryforwards | $ 89,000 | $ 86,200 |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Capitalization of Research and development costs | $ 800 | |
Research and development costs, amortized period | 15 years | |
Australian | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 800 | |
U.S. | ||
Operating Loss Carryforwards [Line Items] | ||
Capitalization of Research and development costs | $ 24,400 | |
Research and development costs, amortized period | 5 years |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (unaudited) - Summary of Selected Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Condensed Financial Statements, Captions [Line Items] | ||
Additional paid-in-capital | $ 172,212 | $ 170,241 |
Accumulated deficit | 133,427 | 94,151 |
Research and development expenses | 25,680 | 41,564 |
General and administrative Expenses | 14,881 | 15,252 |
Total operating expenses | 40,561 | 56,816 |
Net income (loss) | $ (39,276) | $ (38,422) |
Weighted average shares used to compute net loss (income) per share, basic | 40,254,890 | 37,558,464 |
Weighted average shares used to compute net loss (income) per share, fully diluted | 40,254,890 | 37,558,464 |
Net income (loss) per common share, basic | $ (0.98) | $ (1.02) |
Net income (loss) per common share, diluted | $ (0.98) | $ (1.02) |
Net Loss Per Common Share - Sch
Net Loss Per Common Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net loss | $ (39,276) | $ (38,422) |
Net Loss Per Common Share - S_2
Net Loss Per Common Share - Schedule of Outstanding Shares of Potentially Dilutive Securities Excluded from Diluted Net Loss Per Common Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 3,308,652 | 1,688,789 |
Stock Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 3,308,652 | 1,688,789 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Feb. 28, 2023 | Jan. 10, 2023 | Jan. 04, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||
Operating Lease, Payments | $ 200,000 | ||||
Gross Proceeds from Issuance of Private Placement | $ 16,700,000 | ||||
Pre-funded Warrants [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Date from which Warrants or Rights Exercisable | Jan. 04, 2023 | ||||
Number of Securities Called by Warrants or Rights | 30,909,090 | ||||
Exercise price of warrants | $ 0.01 | ||||
Purchase Price of Warrants | $ 0.54 | ||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Gross Proceeds from Issuance of Private Placement | $ 16,700,000 | ||||
Acquired intellectual property rights | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Percentage of royalty of net sales | 6% | ||||
Asset Purchase and Redemption Agreement [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Asset Acquisition, Consideration Transferred | Feb. 28, 2023 | ||||
Asset Acquisition, Consideration Transferred | $ 3,000,000 | ||||
Common stock, shares held | 9,086,441 | ||||
Percentage of royalty of net sales | 2% |