Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 05, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
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 $0.01 per share | |
Trading Symbol | LABP | |
Security Exchange Name | NASDAQ | |
Entity Filer Category | Non-accelerated Filer | |
Entity File Number | 001-39971 | |
Entity Small Business | true | |
Entity Central Index Key | 0001785345 | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 31,168,449 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 45,244 | $ 36,640 |
Marketable securities, available for-sale | 4,762 | 7,762 |
Prepaid expenses and other current assets | 1,178 | 851 |
Total current assets | 51,184 | 45,253 |
Total assets | 51,184 | 45,253 |
Current liabilities: | ||
Accounts payable | 2,298 | 3,435 |
Accrued liabilities | 1,862 | 2,687 |
Total current liabilities | 4,160 | 6,122 |
Total liabilities | 4,160 | 6,122 |
Commitments and contingencies (Note 6) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value; 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.01 par value; 200,000,000 shares authorized, 31,168,449 and 40,254,890 shares issued and outstanding as of March 31, 2023 and December 31,2022, respectively | 312 | 403 |
Additional paid-in-capital | 186,094 | 172,212 |
Accumulated other comprehensive income | 79 | (57) |
Accumulated deficit | (139,461) | (133,427) |
Total stockholders' equity | 47,024 | 39,131 |
Total liabilities and stockholders' equity | $ 51,184 | $ 45,253 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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 | |
Preferred stock, shares outstanding | 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 | 31,168,449 | 40,254,890 |
Common stock, shares outstanding | 31,168,449 | 40,254,890 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating expenses: | ||
Research and development | $ 3,326 | $ 10,800 |
General and administrative | 3,153 | 4,153 |
Total operating expenses | 6,479 | 14,953 |
Loss from operations | (6,479) | (14,953) |
Other income: | ||
(Loss) gain from foreign exchange | (4) | 1 |
Interest and other income, net | 449 | 88 |
Interest Income (Expense), Net, Total | 445 | 89 |
Net (loss) income | $ (6,034) | $ (14,864) |
Net (loss) income per share, basic | $ (0.09) | $ (0.37) |
Net (loss) income per share, diluted | $ (0.09) | $ (0.37) |
Weighted-average shares used to compute net (loss) income per share, basic | 64,842,336 | 40,254,890 |
Weighted-average shares used to compute net (loss) income per share, diluted | 64,842,336 | 40,254,890 |
Net (loss) income | $ (6,034) | $ (14,864) |
Unrealized gain (loss) on available-for-sale securities | 136 | (242) |
Comprehensive (loss) income | $ (5,898) | $ (15,106) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (6,034) | $ (14,864) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 0 | 353 |
Stock-based compensation expense | 224 | 941 |
Amortization of premium on marketable securities | 32 | 312 |
Non-cash loss on termination of lease | 0 | 137 |
Gain on sale of equipment | 0 | (9) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (327) | (2,262) |
Accounts payable | (1,265) | (3,084) |
Other liabilities | (800) | 1,974 |
Net cash used in operating activities | (8,170) | (16,502) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | 0 | (7) |
Purchases of available-for-sale marketable securities | 0 | (1,027) |
Proceeds from sales and maturities of marketable securities | 3,104 | 20,540 |
Net cash provided by investing activities | 3,104 | 19,506 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of pre-funded warrants for the purchase of common stock, net of issuance costs | 16,666 | 0 |
Repurchase and retirement of common stock | (3,000) | 0 |
Net cash provided by financing activities | 13,666 | 0 |
Net change in cash and cash equivalents | 8,600 | 3,004 |
Cash and cash equivalents at beginning of period | 36,640 | 8,305 |
Effect of exchange rates on cash | 4 | (21) |
Cash and cash equivalents at end of period | 45,244 | 11,288 |
Supplemental non-cash disclosure: NONCASH INVESTING AND FINANCING ACTIVITY: | ||
Deferred financing costs in accounts payable | 99 | 0 |
Operating right-of-use asset obtained in exchange for operating lease liability | 0 | 824 |
Derecognition of operating right-of-use asset and operating lease liability upon termination of lease | 0 | 714 |
Unrealized gain (loss) on available-for-sale securities | $ 136 | $ (242) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] |
Beginning balance at Dec. 31, 2021 | $ 76,268 | $ 403 | $ 170,241 | $ (94,151) | $ (225) |
Beginning balance, shares at Dec. 31, 2021 | 40,254,890 | ||||
Repurchase and retirement of common stock, amount | 0 | ||||
Stock-based compensation expense | 941 | 941 | |||
Unrealized gain (loss) on available-for-sale securities | (242) | (242) | |||
Net (loss) income | (14,864) | 14,864 | |||
Ending balance at Mar. 31, 2022 | 62,103 | $ 403 | 171,182 | (109,015) | (467) |
Ending balance, shares at Mar. 31, 2022 | 40,254,890 | ||||
Beginning balance at Dec. 31, 2022 | 39,131 | $ 403 | 172,212 | (133,427) | (57) |
Beginning balance, shares at Dec. 31, 2022 | 40,254,890 | ||||
Repurchase and retirement of common stock | (9,086,441) | ||||
Repurchase and retirement of common stock, amount | 3,000 | $ (91) | (2,909) | ||
Issuance of common stock, net of issuance costs | 16,567 | 16,567 | |||
Stock-based compensation expense | 224 | 224 | |||
Unrealized gain (loss) on available-for-sale securities | 136 | 136 | |||
Net (loss) income | (6,034) | (6,034) | |||
Ending balance at Mar. 31, 2023 | $ 47,024 | $ 312 | $ 186,094 | $ (139,461) | $ 79 |
Ending balance, shares at Mar. 31, 2023 | 31,168,449 |
Organization and Description of
Organization and Description of the Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of the Business | 1. Organization and Description of the 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. 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 share of common stock 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. Liquidity As of March 31, 2023, the Company had cash, cash equivalents and marketable securities of $ 50.0 million, which it believes will be sufficient to fund its planned operations for at least one year from the issuance of these condensed consolidated financial statements. Since the Company’s inception in 2017, it has funded its operations through the issuance of convertible preferred stock and convertible promissory notes, the proceeds from its IPO, the upfront payment from the license and collaboration agreement and the sale of pre-funded warrants in a private placement. As of March 31, 2023, the Company had an accumulated deficit of $ 139.5 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Landos Biopharma Australia Pty Ltd. All intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Company’s audited financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2022. In the opinion of the Company’s management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of its financial position, operating results and cash flows for the periods presented have been included. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the full year, for any other interim period or for any future year. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts in the Company's consolidated financial statements and the disclosures made in the accompanying notes. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to, accrued liabilities, fair value of equity instruments and uncertain tax positions. 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. Despite management’s intention to establish accurate estimates and use reasonable assumptions, actual results may differ from the Company's estimates. Significant Accounting Policies The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements for the three months ended March 31, 2023 are consistent with, and should be read in conjunction with, those discussed in Note 1 of the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 . 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 U.S. government treasury securities and are stated at fair value. Marketable Securities The Company’s investments in marketable securities are maintained by inve stment managers and consist of corporate debt securities and asset backed 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 Condensed Consolidated Balance Sheets, even though the stated maturity date may be one year or more beyond the current Condensed 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, until such gains and losses are realized in other income, net, within the Condensed Consolidated Statements of Operations and Comprehensive Loss, except for the changes in allowance for expected credit losses, which are recorded in other income, net, within the Condensed Consolidated Statements of Operations and Comprehensive Loss. Realized gains and losses are determined using the specific identification method. The Company conducts periodic reviews to identify and evaluate each investment in its portfolio that has an unrealized loss to determine whether a credit loss exists. An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. A credit loss is estimated by considering available information relevant to the collectability of the security and information about past events, current conditions and reasonable and supportable forecasts. Any credit loss is recorded as a charge to other income, net, not to exceed the amount of the unrealized loss. Unrealized losses other than the credit loss are recognized in accumulated other comprehensive loss. When determining whether a credit loss exists, the Company considers several factors, including whether the Company has the intent to sell the security or whether it is more likely than not that the Company will be required to sell the security prior to recovery of its amortized cost basis. If the Company has an intent to sell, or if it is more likely than not that the Company will be required to sell a debt security in an unrealized loss position before recovery of its amortized cost basis, the Company will write down the security to its fair value and record the corresponding charge as a component of other income, net. No declines in value were deemed to be credit losses as of January 1, 2023, the adoption date of Accounting Standards Update (“ASU”) 2016-13— Financial Instruments (Topic 326) Measurement of Credit Losses on Financial Instrument (“ASU 2016-23”), or during the three months ended March 31, 2023 . 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 are often 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. While the Company has not experienced any losses on its deposits of cash or cash equivalents as of March 31, 2023, in March 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 with SVB. In March 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. The Company’s available-for-sale investments primarily consist of high-grade corporate debt s ecurities 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. 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 Condensed 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. Net Loss per Share Basic net 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 net 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. The Company included the weighted-average of the pre-funded warrants issued in its private placement in the number of outstanding shares for calculating basic and diluted net loss per share because the shares issuable upon exercise of the pre-funded warrants will be issued for little to no consideration. The following table sets forth the computation of basic and diluted net loss per share during the periods presented (in thousands, except share and per share amounts): Three Months Ended March 31, 2023 2022 Numerator: Net Loss $ ( 6,034 ) $ ( 14,864 ) Denominator: Weighted-average shares of common stock issued and outstanding 37,024,155 40,254,890 Weighted-average pre-funded warrants outstanding 27,818,181 — Weighted-average shares used to calculate net loss per common share, basic and diluted 64,842,336 40,254,890 Net loss per common stock, basic and diluted $ ( 0.09 ) $ ( 0.37 ) 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 : Three Months Ended March 31, 2023 2022 Stock options to purchase common stock 4,821,236 1,676,389 Restricted stock units 998,070 — Total 5,819,306 1,676,389 Comprehensive Loss The Company’s comprehensive loss is currently comprised of changes in unrealized loss 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 condensed 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 June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-23, 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. The Company's adoption of ASU 2016-13 as of January 1, 2023 did not have a material impact on the condensed consolidated financial statements and accompanying notes. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 3. Fair Value Measurement Financial assets and liabilities are recorded at fair value on a recurring basis in the Condensed Consolidated Balance Sheets. The carrying values of the Company’s financial assets and liabilities, including cash and cash equivalents, prepaids 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 condensed 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) that 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. The following table presents information about the Company’s financial assets measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values as of March 31, 2023 (in thousands): March 31, 2023 Level 1 Level 2 Level 3 Aggregate Assets: Money market fund $ 18,092 — — $ 18,092 U.S. government treasury securities 22,187 — — 22,187 Fixed income securities — 4,179 — 4,179 Asset backed securities — 583 — 583 Total assets $ 40,279 $ 4,762 $ — $ 45,041 The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values as of December 31, 2022 (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 The contractual maturities of available-for-sale securities as of March 31, 2023 are as follows (in thousands): Within one year $ 4,179 Within one to five years 583 Total contractual maturities $ 4,762 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 three months ended March 31, 2023 . |
Asset Purchase and Redemption A
Asset Purchase and Redemption Agreement | 3 Months Ended |
Mar. 31, 2023 | |
Asset Purchase and Redemption Agreement [Abstract] | |
Asset Purchase and Redemption Agreement | 4. Asset Purchase and Redemption Agreement In February 2023, the Company entered into an Asset Purchase and Redemption Agreement (“Purchase Agreement”), with Dr. Bassaganya-Riera, a related party who is the former chief executive officer of the Company and a greater than 5 % owner of the Company's stock at the time of the transaction, Raquel Hontecillas and certain other stockholders (the “Purchasers”), whereby the 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 under the Purchase Agreement and (iv) $ 3,000,000 in cash in exchange for (x) 9,086,441 shares of common stock of the Company held by the Purchasers (the “Purchaser Shares”) 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 impact of this transaction resulted in a $ 3.0 million reduction of equity for the repurchase and retirement of the Purchaser Shares. There was no value assigned or recorded to the potential royalty consideration to be received or paid as such values were determined to be insignificant. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | 5. Balance Sheet Components Accrued Liabilities Accrued liabilities consist of the following: March 31, December 31, 2023 2022 Accrued research and development $ 1,237 $ 1,222 Accrued general and administrative 195 271 Accrued payroll and employee benefits 430 1,194 Total accrued liabilities $ 1,862 $ 2,687 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 6. Equity and Stock-Based Compensation Securities Purchase Agreement In January 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 issued and sold 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 Company received net proceeds of $ 16.6 million in the Private Placement, after deducting $ 0.1 million of offering expenses payable by the Company. 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. As of March 31, 2023 , none of the Pre-Funded Warrants have been exercised. Treasury Stock In February 2023, in connection with entering into the Purchase Agreement with its founder, a related party who is the former chief executive officer of the Company and a greater than 5 % owner of the Company's common stock at the time of the transaction, and other stockholders, the Company repurchased 9,086,441 shares of common stock for an aggregate price of $ 3.0 million. The repurchased common stock was subsequently retired in March 2023. The Company recorded the shares repurchased using the cost method. 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. 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. As of March 31, 2023, there were approximately 6,235,479 shares available for future grants. 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. 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 March 31, 2023 , there were approximately 1,193,799 shares available for future grants under the 2021 ESPP. As of March 31, 2023, 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 March 31, 2023, there were 1,000,000 shares available for future grants under the 2022 Inducement Plan. Stock Option Awards The weighted average fair value per share of options to purchase common stock granted was $ 0.39 and $ 1.47 for the three months ended March 31, 2023 and 2022, respectively. At March 31, 2023, the total compensation cost related to unvested stock-based awards granted under the 2019 Plan but not yet recognized was approximately $ 2.2 million, which is expected to be recognized over a weighted-average period of approximately 3.3 years. Restricted Stock Units At March 31, 2023, the total compensation cost related to unvested restricted stock units granted under the 2019 Plan but not yet recognized was approximately $ 0.4 million, which is expected to be recognized over a weighted-average period of approximately 2.9 years. The following table summarizes stock-based compensation expense, which was included in the Condensed Consolidated Statements of Operations and Comprehensive Loss as follows (in thousands): Three Months Ended March 31, 2023 2022 Research and development $ 67 $ 430 General and administrative 157 511 Total stock-based compensation expense $ 224 $ 941 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. 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 202 2 . 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 Condensed 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 and $ 0.1 million for the three months ended March 31, 2023 and 2022, respectively. Retained Compounds Royalty Agreement Pursuant to the terms of the Purchase Agreement entered into by the Company and the Purchasers in February 2023, the Company entered into a royalty agreement whereby the Purchasers are eligible to receive a 2 % royalty of all net sales by the Company of any products containing certain compounds that the Company retained following the closing under the Purchase Agreement (“Retained Compounds Royalty Agreement”). The Company recognizes such royalty payment obligations when such payments are probable and reasonably estimable. Due to the uncertainty related to the ongoing research and development activities, obtaining regulatory approval and achieving successful commercialization to which net sales could be derived, the Company has not recognized a royalty obligation as of and for the three months ended March 31, 2023. |
License and Collaboration Agree
License and Collaboration Agreement | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
License and Collaboration Agreement | 8. License and Collaboration Agreement In May 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, the Company amended the LianBio Agreement to no longer cover omilancor. Subsequent to the amendment, the Company is eligible to receive development milestone payments of up to $ 40.0 million as well as sales milestone payments of up to $ 105.0 million relating to the development of NX-13. The Company is 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 March 31, 2023, 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Landos Biopharma Australia Pty Ltd. All intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Company’s audited financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2022. In the opinion of the Company’s management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of its financial position, operating results and cash flows for the periods presented have been included. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the full year, for any other interim period or for any future year. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts in the Company's consolidated financial statements and the disclosures made in the accompanying notes. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to, accrued liabilities, fair value of equity instruments and uncertain tax positions. 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. Despite management’s intention to establish accurate estimates and use reasonable assumptions, actual results may differ from the Company's estimates. |
Significant Accounting Policies | Significant Accounting Policies The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements for the three months ended March 31, 2023 are consistent with, and should be read in conjunction with, those discussed in Note 1 of the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 . |
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 U.S. government treasury securities and are stated at fair value. |
Marketable Securities | Marketable Securities The Company’s investments in marketable securities are maintained by inve stment managers and consist of corporate debt securities and asset backed 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 Condensed Consolidated Balance Sheets, even though the stated maturity date may be one year or more beyond the current Condensed 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, until such gains and losses are realized in other income, net, within the Condensed Consolidated Statements of Operations and Comprehensive Loss, except for the changes in allowance for expected credit losses, which are recorded in other income, net, within the Condensed Consolidated Statements of Operations and Comprehensive Loss. Realized gains and losses are determined using the specific identification method. The Company conducts periodic reviews to identify and evaluate each investment in its portfolio that has an unrealized loss to determine whether a credit loss exists. An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. A credit loss is estimated by considering available information relevant to the collectability of the security and information about past events, current conditions and reasonable and supportable forecasts. Any credit loss is recorded as a charge to other income, net, not to exceed the amount of the unrealized loss. Unrealized losses other than the credit loss are recognized in accumulated other comprehensive loss. When determining whether a credit loss exists, the Company considers several factors, including whether the Company has the intent to sell the security or whether it is more likely than not that the Company will be required to sell the security prior to recovery of its amortized cost basis. If the Company has an intent to sell, or if it is more likely than not that the Company will be required to sell a debt security in an unrealized loss position before recovery of its amortized cost basis, the Company will write down the security to its fair value and record the corresponding charge as a component of other income, net. No declines in value were deemed to be credit losses as of January 1, 2023, the adoption date of Accounting Standards Update (“ASU”) 2016-13— Financial Instruments (Topic 326) Measurement of Credit Losses on Financial Instrument (“ASU 2016-23”), or during the three months ended March 31, 2023 . |
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 are often 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. While the Company has not experienced any losses on its deposits of cash or cash equivalents as of March 31, 2023, in March 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 with SVB. In March 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. The Company’s available-for-sale investments primarily consist of high-grade corporate debt s ecurities 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. |
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 Condensed 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. |
Net (Loss) Income per Share | Net Loss per Share Basic net 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 net 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. The Company included the weighted-average of the pre-funded warrants issued in its private placement in the number of outstanding shares for calculating basic and diluted net loss per share because the shares issuable upon exercise of the pre-funded warrants will be issued for little to no consideration. The following table sets forth the computation of basic and diluted net loss per share during the periods presented (in thousands, except share and per share amounts): Three Months Ended March 31, 2023 2022 Numerator: Net Loss $ ( 6,034 ) $ ( 14,864 ) Denominator: Weighted-average shares of common stock issued and outstanding 37,024,155 40,254,890 Weighted-average pre-funded warrants outstanding 27,818,181 — Weighted-average shares used to calculate net loss per common share, basic and diluted 64,842,336 40,254,890 Net loss per common stock, basic and diluted $ ( 0.09 ) $ ( 0.37 ) 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 : Three Months Ended March 31, 2023 2022 Stock options to purchase common stock 4,821,236 1,676,389 Restricted stock units 998,070 — Total 5,819,306 1,676,389 |
Comprehensive Loss | Comprehensive Loss The Company’s comprehensive loss is currently comprised of changes in unrealized loss 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 condensed 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 June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-23, 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. The Company's adoption of ASU 2016-13 as of January 1, 2023 did not have a material impact on the condensed consolidated financial statements and accompanying notes. |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of basic and diluted net loss per share during the periods presented (in thousands, except share and per share amounts): Three Months Ended March 31, 2023 2022 Numerator: Net Loss $ ( 6,034 ) $ ( 14,864 ) Denominator: Weighted-average shares of common stock issued and outstanding 37,024,155 40,254,890 Weighted-average pre-funded warrants outstanding 27,818,181 — Weighted-average shares used to calculate net loss per common share, basic and diluted 64,842,336 40,254,890 Net loss per common stock, basic and diluted $ ( 0.09 ) $ ( 0.37 ) |
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 : Three Months Ended March 31, 2023 2022 Stock options to purchase common stock 4,821,236 1,676,389 Restricted stock units 998,070 — Total 5,819,306 1,676,389 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s financial assets measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values as of March 31, 2023 (in thousands): March 31, 2023 Level 1 Level 2 Level 3 Aggregate Assets: Money market fund $ 18,092 — — $ 18,092 U.S. government treasury securities 22,187 — — 22,187 Fixed income securities — 4,179 — 4,179 Asset backed securities — 583 — 583 Total assets $ 40,279 $ 4,762 $ — $ 45,041 The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values as of December 31, 2022 (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 |
Contractual Maturities of Available for Sale Securities | The contractual maturities of available-for-sale securities as of March 31, 2023 are as follows (in thousands): Within one year $ 4,179 Within one to five years 583 Total contractual maturities $ 4,762 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following: March 31, December 31, 2023 2022 Accrued research and development $ 1,237 $ 1,222 Accrued general and administrative 195 271 Accrued payroll and employee benefits 430 1,194 Total accrued liabilities $ 1,862 $ 2,687 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense | The following table summarizes stock-based compensation expense, which was included in the Condensed Consolidated Statements of Operations and Comprehensive Loss as follows (in thousands): Three Months Ended March 31, 2023 2022 Research and development $ 67 $ 430 General and administrative 157 511 Total stock-based compensation expense $ 224 $ 941 |
Organization and Description _2
Organization and Description of the Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Cash cash equivalents and marketable securities | $ 50,000 | |
Accumulated deficit | $ (139,461) | $ (133,427) |
NASDAQ Index Future [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Ordinary share, bid price | $ 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 Segment | Mar. 31, 2022 USD ($) | |
Summary of Significant Accounting Policies [Line Items] | ||
Right-of-use asset recognized | $ | $ 0.7 | |
Number of operating segments | Segment | 1 | |
Corporate Debt Securities [Member] | Minimum [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Debt securities, available for sale, maturity period | 90 days |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net (loss) income | $ (6,034) | $ (14,864) |
Denominator: | ||
Weighted-average shares of common stock issued and outstanding | 37,024,155 | 40,254,890 |
Weighted-average pre-funded warrants outstanding | 27,818,181 | 0 |
Weighted-average common stock outstanding used to calculate net loss per common share, basic | 64,842,336 | 40,254,890 |
Weighted-average common stock outstanding used to calculate net loss per common shares, diluted | 64,842,336 | 40,254,890 |
Net (loss) income per share, basic | $ (0.09) | $ (0.37) |
Net (loss) income per share, diluted | $ (0.09) | $ (0.37) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Outstanding Shares of Potentially Dilutive Securities Excluded from Diluted Net Loss Per (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,819,306 | 1,676,389 |
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, Amount | 4,821,236 | 1,676,389 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 998,070 | 0 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | $ 45,041 | $ 33,204 |
Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 40,279 | 25,442 |
Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 4,762 | 7,762 |
Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Money Market Funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 18,092 | |
Money Market Funds [Member] | Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 18,092 | |
Money Market Funds [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 0 | |
Money Market Funds [Member] | Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 0 | |
US Treasury Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 22,187 | 25,442 |
US Treasury Securities [Member] | Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 22,187 | 25,442 |
US Treasury Securities [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
US Treasury Securities [Member] | Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Fixed Income Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 4,179 | 6,639 |
Fixed Income Securities [Member] | Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Fixed Income Securities [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 4,179 | 6,639 |
Fixed Income Securities [Member] | Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Asset Backed Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 583 | 1,123 |
Asset Backed Securities [Member] | Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Asset Backed Securities [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 583 | 1,123 |
Asset Backed Securities [Member] | Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | $ 0 | $ 0 |
Fair Value Measurement - Contra
Fair Value Measurement - Contractual Maturities of Available for Sale Securities (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Fair Value Disclosures [Abstract] | |
Within one year | $ 4,179 |
Within one to five years | 583 |
Total contractual maturities | $ 4,762 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Fair Value Disclosures [Abstract] | |
Transfers into or out of Level 3 securities | $ 0 |
Asset Purchase and Redemption_2
Asset Purchase and Redemption Agreement (Additional Information) (Details) | 1 Months Ended |
Feb. 28, 2023 USD ($) shares | |
Former Chief Executive Officer | |
Asset Purchase and Redemption Agreement [Line Items] | |
Ownership percentage | 5% |
Purchase Agreement | |
Asset Purchase and Redemption Agreement [Line Items] | |
Royalty on net product sale | 6% |
Purchase Agreement | Purchasers | |
Asset Purchase and Redemption Agreement [Line Items] | |
Royalty on net product sale | 2% |
Stock repurchased during period, value | $ 3,000,000 |
Stock repurchased during period, shares | shares | 9,086,441 |
Reduction in stockholders equity | $ 3,000,000 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Components [Abstract] | ||
Accrued Research And Development | $ 1,237 | $ 1,222 |
Accrued General and Administrative | 195 | 271 |
Accrued payroll and employee benefits | 430 | 1,194 |
Total accrued liabilities | $ 1,862 | $ 2,687 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Depreciation expense | $ 0 | $ 353 |
Equity and Stock-Based Compensa
Equity and Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Feb. 28, 2023 | Jan. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | Jan. 01, 2023 | Dec. 31, 2022 | Jan. 01, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 30,909,090 | ||||||||
Warrants Exercise Price | $ 0.01 | ||||||||
Purchase price per warrant | $ 0.54 | ||||||||
Proceeds from Issuance of Private Placement | $ 16,600 | ||||||||
Offering expenses | $ 100 | ||||||||
Excess Stock Shares Outstanding Rate | 35% | ||||||||
Warrants Exercised | $ 0 | ||||||||
Treasury Stock Shares Retired | 9,086,441 | ||||||||
Treasury stock retired amount | $ 3,000 | ||||||||
Common Stock, Shares, Issued | 31,168,449 | 40,254,890 | |||||||
Weighted average fair value of options to purchase common stock granted | $ 0.39 | $ 1.47 | |||||||
Unrecognized compensation cost related to outstanding options | $ 2,200 | ||||||||
Expected recognition period of unrecognized compensation cost | 3 years 3 months 18 days | ||||||||
Former Chief Executive Officer | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Ownership percentage | 5% | ||||||||
2021 Employee Stock Purchase Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 402,548 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage of Outstanding Stock Maximum | 1% | ||||||||
Shares available for future grants | 1,193,799 | ||||||||
2022 Inducement Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Lesser number of shares | 1,000,000 | ||||||||
Shares available for future grants | 1,000,000 | ||||||||
The 2019 Plan Member | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 1,824,900 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage of Outstanding Stock Maximum | 5% | ||||||||
Lesser number of shares | 1,000,000 | ||||||||
Shares available for future grants | 6,235,479 | ||||||||
Restricted Stock Units | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Expected recognition period of unrecognized compensation cost | 2 years 10 months 24 days | ||||||||
Unrecognized compensation cost related to unvested restricted shares | $ 400 |
Equity and Stock-Based Compen_2
Equity and Stock-Based Compensation - Summary of Stock-Based Compensation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 224 | $ 941 |
Research and Development Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 67 | 430 |
General and Administrative Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 157 | $ 511 |
Commitments and Contingencies (
Commitments and Contingencies (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Aug. 31, 2021 | |
Loss Contingencies [Line Items] | |||
Non-cash loss on termination of lease | $ 0 | $ 137 | |
Cash payment included assets with a net book value | 100 | ||
Lease term | 3 years | ||
Rent expense | $ 0 | 100 | |
Operating lease, right-of-use assets and liabilities | 700 | ||
Operating lease expiration year and month | 2022-05 | ||
Incremental borrowing rate | 8% | ||
One-time cash payment | 200 | ||
Royalty percentage on net sales | 2% | ||
General and Administrative Expense | |||
Loss Contingencies [Line Items] | |||
Non-cash loss on termination of lease | $ (300) |
License and Collaboration Agr_2
License and Collaboration Agreement - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended |
May 30, 2021 | Mar. 31, 2023 | Jun. 30, 2021 | |
Sales milestone payments [Member] | Maximum [Member] | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Additional Upfront Payment Ability To Received | $ 105 | ||
Development milestone payments [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 |