Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 06, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40366 | |
Entity Registrant Name | WEREWOLF THERAPEUTICS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-3523180 | |
Entity Address, Address Line One | 1030 Massachusetts Avenue | |
Entity Address, Address Line Two | Suite 210 | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02138 | |
City Area Code | 617 | |
Local Phone Number | 952‑0555(Former name, former address and former fiscal year, if changed since last report) | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | HOWL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 27,654,248 | |
Entity Central Index Key | 0001785530 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 143,711 | $ 157,531 |
Prepaid expenses and other current assets | 1,725 | 3,537 |
Total current assets | 145,436 | 161,068 |
Property and equipment, net | 6,141 | 2,913 |
Restricted cash | 1,208 | 1,208 |
Operating lease right of use asset | 11,204 | 13,412 |
Other non-current assets | 642 | 649 |
Total assets | 164,631 | 179,250 |
Current liabilities: | ||
Accounts payable | 1,381 | 2,037 |
Accrued expenses and other current liabilities | 8,189 | 8,765 |
Operating lease liability, current | 1,458 | 1,072 |
Total current liabilities | 11,028 | 11,874 |
Operating lease liability, net of current portion | 14,285 | 14,589 |
Total liabilities | 25,313 | 26,463 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value, 5,000 shares authorized at March 31, 2022 and December 31, 2021; no shares issued or outstanding as of March 31, 2022 or December 31, 2021 | 0 | 0 |
Common stock, $0.0001 par value, 200,000 shares authorized as of March 31, 2022 and December 31, 2021; 27,654 and 27,608 shares issued as of March 31, 2022 and December 31, 2021, respectively; 27,420 and 27,313 shares outstanding as of March 31, 2022 and December 31, 2021, respectively | 2 | 2 |
Additional paid-in capital | 407,554 | 405,680 |
Accumulated deficit | (268,238) | (252,895) |
Total stockholders’ equity | 139,318 | 152,787 |
Total liabilities and stockholders’ equity | $ 164,631 | $ 179,250 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock authorized (shares) | 5,000,000 | |
Preferred stock issued (shares) | 0 | 0 |
Preferred stock outstanding (shares) | 0 | 0 |
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (shares) | 200,000,000 | |
Common stock issued (shares) | 27,654,000 | 27,608,000 |
Common stock outstanding (shares) | 27,420,000 | 27,313,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 10,945 | $ 4,817 |
General and administrative | 4,421 | 2,635 |
Total operating expenses | 15,366 | 7,452 |
Operating loss | (15,366) | (7,452) |
Other income: | ||
Interest income, net | 23 | 17 |
Total other income | 23 | 17 |
Net loss | (15,343) | (7,435) |
Accretion of redeemable convertible preferred stock to redemption value | 0 | (95,016) |
Net loss attributable to common stockholders | (15,343) | (102,451) |
Net loss attributable to common stockholders | $ (15,343) | $ (102,451) |
Net loss per share attributable to common stockholders, basic and diluted | ||
Net (loss) per share attributable to common stockholders, basic (usd per share) | $ (0.56) | $ (83.36) |
Net (loss) per share attributable to common stockholders, diluted (usd per share) | $ (0.56) | $ (83.36) |
Weighted-average common shares outstanding, basic and diluted | ||
Weighted average common shares outstanding, basic (shares) | 27,393 | 1,229 |
Weighted average common shares outstanding, diluted (shares) | 27,393 | 1,229 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ (Deficit) Equity (unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Redeemable Convertible Preferred StockSeries A Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred StockSeries B Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Redeemable convertible preferred stock outstanding, beginning balance (shares) at Dec. 31, 2020 | 80,247 | 78,222 | ||||
Redeemable convertible preferred stock outstanding, beginning balance at Dec. 31, 2020 | $ 69,012 | $ 72,070 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Accretion of redeemable convertible preferred stock to redemption value | $ 49,753 | $ 45,263 | ||||
Redeemable convertible preferred stock outstanding, ending balance (shares) at Mar. 31, 2021 | 80,247 | 78,222 | ||||
Redeemable convertible preferred stock outstanding, ending balance at Mar. 31, 2021 | $ 118,765 | $ 117,333 | ||||
Stockholders' equity, beginning balance (shares) at Dec. 31, 2020 | 1,746 | |||||
Stockholders' equity, beginning balance at Dec. 31, 2020 | $ (51,863) | $ 2 | $ 0 | $ (51,865) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | 539 | 539 | ||||
Exercise of common stock options (shares) | 14 | |||||
Stock option exercises | 21 | 21 | ||||
Adjustments to Additional Paid in Capital, Increase in Carrying Amount of Redeemable Preferred Stock | (95,016) | (560) | (94,456) | |||
Net income (loss) | (7,435) | (7,435) | ||||
Stockholders' equity, ending balance (shares) at Mar. 31, 2021 | 1,760 | |||||
Stockholders' equity, ending balance at Mar. 31, 2021 | (153,754) | $ 2 | 0 | (153,756) | ||
Redeemable convertible preferred stock outstanding, beginning balance (shares) at Dec. 31, 2021 | 0 | 0 | ||||
Redeemable convertible preferred stock outstanding, beginning balance at Dec. 31, 2021 | $ 0 | $ 0 | ||||
Redeemable convertible preferred stock outstanding, ending balance (shares) at Mar. 31, 2022 | 0 | 0 | ||||
Redeemable convertible preferred stock outstanding, ending balance at Mar. 31, 2022 | $ 0 | $ 0 | ||||
Stockholders' equity, beginning balance (shares) at Dec. 31, 2021 | 27,608 | |||||
Stockholders' equity, beginning balance at Dec. 31, 2021 | 152,787 | $ 2 | 405,680 | (252,895) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | $ 1,745 | 1,745 | ||||
Exercise of common stock options (shares) | 46 | 46 | ||||
Stock option exercises | $ 129 | 129 | ||||
Net income (loss) | (15,343) | (15,343) | ||||
Stockholders' equity, ending balance (shares) at Mar. 31, 2022 | 27,654 | |||||
Stockholders' equity, ending balance at Mar. 31, 2022 | $ 139,318 | $ 2 | $ 407,554 | $ (268,238) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities: | ||
Net income (loss) | $ (15,343) | $ (7,435) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 1,745 | 539 |
Depreciation expense | 98 | 39 |
Non-cash lease expense | 383 | 166 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 1,789 | 81 |
Accounts payable | (674) | 724 |
Accrued expenses and other current liabilities | (2,031) | (1,331) |
Right of use assets and operating lease liability | 82 | (159) |
Other liabilities | 0 | 50 |
Net cash used in operating activities | (13,951) | (7,326) |
Investing activities: | ||
Purchases of property and equipment | (28) | (13) |
Net cash used in investing activities | (28) | (13) |
Financing activities: | ||
Deferred financing costs | 0 | (559) |
Proceeds from stock option exercises | 159 | 21 |
Net cash provided by (used in) financing activities | 159 | (538) |
Net decrease in cash and cash equivalents | (13,820) | (7,877) |
Cash, cash equivalents and restricted cash—beginning of period | 158,830 | 92,777 |
Cash, cash equivalents and restricted cash—end of period | 145,010 | 84,900 |
Non-cash investing and financing activities: | ||
Non-cash accretion of Series A and Series B redeemable convertible preferred stock | 0 | 95,016 |
Stock option exercise receivables in prepaid expenses and other current assets | (30) | 0 |
Issuance costs in accounts payable and accrued expenses | 0 | 560 |
Purchases of property and equipment in accounts payable and accrued expenses | $ 1,552 | $ 130 |
Description of Business, Organi
Description of Business, Organization, and Liquidity | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business, Organization, and Liquidity | Nature of Business Werewolf Therapeutics, Inc. (“Werewolf” or the “Company”) was incorporated in the state of Delaware in October 2017. The Company is an innovative biopharmaceutical company pioneering the development of therapeutics engineered to stimulate the body’s immune system for the treatment of cancer. The Company’s headquarters are located in Cambridge, Massachusetts. Since inception, the Company has devoted substantially all of its time and efforts to performing research and development activities, raising capital and recruiting management and technical staff to support these operations. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry including, but not limited to, technical risks associated with the successful research, development and manufacturing of product candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Current and future programs will require significant research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. The Company had cash and cash equivalents of $143.7 million at March 31, 2022. The Company expects that its cash and cash equivalents will enable it to fund its operating expenses and capital expenditure requirements for at least twelve months from the filing date of this Quarterly Report. However, additional funding will be necessary beyond this point to fund future preclinical and clinical activities. The Company expects to finance its future cash needs through a combination of equity or debt financings, collaboration agreements, strategic alliances and licensing arrangements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements as of March 31, 2022 and December 31, 2021, and for the three months ended March 31, 2022 and 2021, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”) for condensed consolidated financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these condensed consolidated financial statements reflect all normal recurring adjustments which are necessary for a fair presentation of the Company’s financial position and results of its operations, as of and for the periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC (the “Annual Report”). The information presented in the condensed consolidated financial statements and related notes as of March 31, 2022, and for the three months ended March 31, 2022 and 2021, is unaudited. The December 31, 2021 condensed consolidated balance sheet included herein was derived from the audited financial statements as of that date, but does not include all disclosures, including notes, required by GAAP for complete financial statements. Interim results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022, or any future period. The accompanying condensed consolidated financial statements include the accounts of Werewolf Therapeutics, Inc. and its wholly-owned subsidiary, Werewolf Therapeutics Mass Securities, Inc. All intercompany transactions and balances have been eliminated in consolidation. Summary of Significant Accounting Policies The significant accounting policies and estimates used in the preparation of the condensed consolidated financial statements are described in the Company’s audited financial statements as of and for the year ended December 31, 2021, and the notes thereto, which are included in the Annual Report. There have been no material changes in the Company’s significant accounting policies during the three months ended March 31, 2022. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates which include, but are not limited to, the fair values of common stock and redeemable convertible preferred stock, and the fair value of the preferred stock tranche rights. Actual results could differ from those estimates. Recent Accounting Pronouncements Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s condensed consolidated financial statements upon adoption. Subsequent Events The Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | Financial Instruments and Fair Value Measurements Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is determined based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect certain market assumptions. As a basis for considering such assumptions, GAAP establishes a three-tier value hierarchy, which prioritizes the inputs used to develop the assumptions and for measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets for identical assets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The Company measures the fair value of money market funds based on quoted prices in active markets for identical securities. The carrying amounts reflected in the condensed consolidated balance sheets for cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values, due to their short-term nature. Assets measured at fair value on a recurring basis as of March 31, 2022 were as follows (in thousands): Quoted Price in Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Money market funds $ 143,711 $ — $ — $ 143,711 Total assets $ 143,711 $ — $ — $ 143,711 Assets measured at fair value on a recurring basis as of December 31, 2021 were as follows (in thousands): Quoted Price in Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Money market funds $ 157,531 $ — $ — $ 157,531 Total assets $ 157,531 $ — $ — $ 157,531 There were no changes in valuation techniques during the three months ended March 31, 2022. There were no liabilities measured at fair value on a recurring basis as of March 31, 2022 or December 31, 2021. |
Restricted Cash
Restricted Cash | 3 Months Ended |
Mar. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Restricted CashThe Company maintained restricted cash of $1.3 million at each of March 31, 2022 and December 31, 2021. At each of March 31, 2022 and December 31, 2021, $0.1 million of the Company’s restricted cash balance is included within “Prepaid expenses and other current assets” in the accompanying condensed consolidated balance sheets. These amounts are comprised solely of letters of credit required pursuant to the Company’s leased office spaces. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities as of March 31, 2022 and December 31, 2021 were comprised as follows (in thousands): March 31, December 31, Manufacturing $ 2,700 $ 3,427 Contract research 1,940 2,542 Leasehold improvements 1,455 — Employee compensation and benefits 1,148 2,200 Professional fees 816 433 Other 130 163 Total accrued expenses and other current liabilities $ 8,189 $ 8,765 |
Common and Preferred Stock
Common and Preferred Stock | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Common and Preferred Stock | Common and Preferred Stock Common Stock The Company is authorized to issue 200.0 million shares of common stock. Common stockholders are entitled to dividends if and when declared by the Company’s board of directors. As of March 31, 2022, no dividends on common stock had been declared by the Company. The Company had reserved shares of common stock for issuance as follows (in thousands): As of March 31, As of December 31, 2022 2021 Options issued and outstanding 4,133 3,266 Warrants issued and outstanding 59 59 Total 4,192 3,325 Preferred Stock The Company is authorized to issue 5.0 million shares of undesignated preferred stock in one or more series. As of March 31, 2022, no shares of preferred stock were issued or outstanding. |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation 2017 Stock Incentive Plan In December 2017, the Company adopted the 2017 Stock Incentive Plan (the “2017 Plan”), as amended and restated, under which it could grant incentive stock options (“ISOs”), non-qualified stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), stock appreciation rights and other stock-based awards to eligible employees, officers, directors and consultants. The terms of stock options and RSAs, including vesting requirements, are determined by the board of directors, subject to the provisions of the 2017 Plan. 2021 Stock Incentive Plan In April 2021, the board of directors adopted and the Company’s stockholders approved the 2021 Stock Incentive Plan (the “2021 Plan”), which became effective immediately prior to the effectiveness of the Company’s initial public offering (“IPO”). As a result of the adoption of the 2021 Plan, no further awards will be made under the 2017 Plan. The 2021 Plan provides for the grant of ISOs, non-qualified stock options, RSAs, RSUs, stock appreciation rights and other stock-based awards. The Company’s employees, officers, directors, consultants and advisors are eligible to receive awards under the 2021 Plan. The terms of awards, including vesting requirements, are determined by the board of directors, subject to the provisions of the 2021 Plan. The Company initially registered 3,352,725 shares of common stock under the 2021 Plan, pursuant to a Registration Statement on Form S-8 filed with the SEC on April 30, 2021, which was comprised of (i) 2,843,116 shares of common stock reserved for issuance under the 2021 Plan, (ii) 31,884 shares of common stock originally reserved for issuance under the 2017 Plan that became available for issuance under the 2021 Plan upon the completion of the IPO, and (iii) 477,725 shares of unvested restricted stock subject to repurchase by us that may become issuable under the 2021 Stock Incentive Plan following such repurchase. The 2021 Plan also provides that an additional number of shares will be added annually to the shares authorized for issuance under the 2021 Plan on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2022 and continuing until, and including, the fiscal year ended December 31, 2031. The number of shares added each year will be equal to the lesser of (i) 5% of the number of outstanding common stock on such date and (ii) such amount as determined by the board of directors. Effective January 1, 2022, 1,380,397 additional shares were automatically added to the shares reserved for issuance under the 2021 Plan pursuant to this evergreen provision. As of March 31, 2022, there were 2,406,657 shares available for future issuance under the 2021 Plan. 2021 Employee Stock Purchase Plan In April 2021, the board of directors adopted and the Company’s stockholders approved the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which became effective immediately prior to the effectiveness of the IPO. The Company initially reserved 244,000 shares of common stock for future issuance under the 2021 ESPP. The 2021 ESPP provides that an additional number of shares will automatically be added to the shares reserved for issuance on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2022 and continuing for each fiscal year until, and including, the fiscal year ending on December 31, 2032. The number of shares added each year will be equal to the lowest of (i) 488,000 shares of common stock, (ii) 1% of the number of shares of outstanding common stock on such date, and (iii) such amount as determined by the board of directors. The company had not initiated any offering periods under the 2021 ESPP as of March 31, 2022, and no shares were added on January 1, 2022, pursuant to the evergreen provision. Stock-Based Compensation Expense Total stock-based compensation expense recognized in the condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021 was as follows (in thousands): Three Months Ended 2022 2021 Research and development $ 781 $ 140 General and administrative 964 399 Total stock-based compensation $ 1,745 $ 539 Restricted Stock Activity The Company may, at its discretion, repurchase unvested shares of restricted stock issued pursuant to the 2017 Plan at the initial purchase price if the employees or non-employees terminate their service relationship with the Company. The shares are recorded in stockholders’ equity as they vest. The following table summarizes restricted stock award activity during the three months ended March 31, 2022 (in thousands, except per share amounts): Shares/Units Weighted-Average Unvested at December 31, 2021 295 $ 1.35 Granted — $ — Vested (61) $ 1.33 Forfeited — $ — Unvested at March 31, 2022 234 $ 1.36 As of March 31, 2022, there was unrecognized stock-based compensation expense related to unvested restricted stock awards of $0.3 million, which the Company expects to recognize over a weighted-average period of approximately 1.1 years. The aggregate fair value of restricted stock awards that vested during the three months ended March 31, 2022 and 2021, based upon the fair values of the stock underlying the restricted stock awards on the day of vesting, was $0.5 million and $0.3 million, respectively. Stock Option Activity The fair value of stock options granted during the three months ended March 31, 2022 and 2021 was calculated on the date of grant using the following weighted-average assumptions: Three Months Ended 2022 2021 Risk-free interest rate 1.6 % 0.8 % Expected term (in years) 6.0 6.0 Dividend yield — % — % Expected volatility 76.0 % 79.8 % Using the Black-Scholes option pricing model, the weighted-average grant date fair value of stock options granted during the three months ended March 31, 2022 and 2021 was $7.54 and $4.23 per share, respectively. The following table summarizes stock option activity during the three months ended March 31, 2022 (in thousands, except per share amounts): Options Outstanding Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Outstanding at December 31, 2021 3,266 $ 8.24 9.02 Granted 928 $ 11.34 Exercised (46) $ 2.83 Cancelled (15) $ 7.69 Outstanding at March 31, 2022 4,133 $ 9.00 9.00 Exercisable at March 31, 2022 818 $ 5.73 8.65 The aggregate intrinsic fair value of stock options exercised during the three months ended March 31, 2022 and 2021 was $0.3 million and $0.1 million, respectively. As of March 31, 2022, there was unrecognized stock-based compensation expense related to unvested stock options of $20.0 million, which the Company expects to recognize over a weighted-average period of approximately 2.9 years. |
Net (Loss) Income Attributable
Net (Loss) Income Attributable to Common Stockholders per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Attributable to Common Stockholders per Share | Net Loss Attributable to Common Stockholders per Share For purposes of the diluted net loss attributable to common stockholders per share calculation, redeemable convertible preferred stock, outstanding stock options, unvested restricted stock awards and warrants to purchase common stock are considered to be potentially dilutive securities, however the following weighted-average amounts were excluded from the calculation of diluted net loss attributable to common stockholders per share because their effect would be anti-dilutive (in thousands): March 31, 2022 2021 Redeemable convertible preferred stock (as converted) — 18,280 Outstanding stock options 4,133 2,401 Unvested restricted common stock 234 498 Warrants to purchase common stock 59 59 Total 4,426 21,238 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Jazz Collaboration On April 6, 2022, the Company entered into a Collaboration and License Agreement (the “Collaboration Agreement”) with Jazz Pharmaceuticals Ireland Limited (“Jazz”) pursuant to which the Company granted Jazz certain licenses to develop and commercialize products containing the Company’s Interferon alpha (“IFNα”) INDUKINE™ molecule, WTX-613, as well as products containing certain isolated recombinant polypeptides comprising IFNα that meet specified criteria (each such product, a “Licensed Product”). Under the Collaboration Agreement, the Company will initially be responsible for certain pre-clinical development activities with respect to WTX-613 and other development activities specified in mutually agreed upon development plans. Jazz will generally reimburse the Company for the cost of such activities. Jazz will be responsible for all other development and commercialization activities conducted to exploit the Licensed Products, including submission of an investigational new drug application (“IND”) to the U.S. Food and Drug Administration (the “FDA”). Under the terms of the Collaboration Agreement, the Company received an upfront payment of $15.0 million in April 2022. The Company is eligible to receive up to $520.0 million in development and regulatory milestones, and up to $740.0 million in sales-based milestones for all Licensed Products. In addition, the Company is eligible to receive tiered mid-single digit royalties based on Jazz’s, and any of its affiliates’ and sublicensees’ annual net sales of Licensed Products, subject to reduction in specified circumstances. Pacific Western Bank Loan Facility On April 12, 2022 (the “Closing Date”), the Company entered into an Amended and Restated Loan and Security Agreement (the “Loan Agreement”) with Pacific Western Bank (“PWB”), which amended and restated in its entirety that certain Loan and Security Agreement dated May 29, 2020, as subsequently amended on December 22, 2020 and February 18, 2021, between the Company and PWB, which had expired on November 29, 2021 as a result of the Company’s decision not to draw down any term loans by such date. Under the terms of the Loan Agreement, PWB made available term loans in an aggregate principal amount of up to $40.0 million (the “Term Loans”), consisting of (i) a term loan in the aggregate principal amount of up to $20.0 million available at any time after the Closing Date until February 28, 2024, as extended to August 31, 2024 upon the satisfaction of certain conditions set forth in the Loan Agreement (such date, the “Amortization Date”), and (ii) a term loan in the aggregate principal amount of up to $20.0 million available at any time after the Closing Date until the Amortization Date upon the acceptance by the FDA of two IND submissions on or before March 31, 2023. As of May 10, 2022, the Term Loans remain undrawn. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying condensed consolidated financial statements as of March 31, 2022 and December 31, 2021, and for the three months ended March 31, 2022 and 2021, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”) for condensed consolidated financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these condensed consolidated financial statements reflect all normal recurring adjustments which are necessary for a fair presentation of the Company’s financial position and results of its operations, as of and for the periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC (the “Annual Report”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates which include, but are not limited to, the fair values of common stock and redeemable convertible preferred stock, and the fair value of the preferred stock tranche rights. Actual results could differ from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s condensed consolidated financial statements upon adoption. |
Subsequent Events | Subsequent EventsThe Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Assets Measured at Fair Value on a Recurring Basis | Assets measured at fair value on a recurring basis as of March 31, 2022 were as follows (in thousands): Quoted Price in Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Money market funds $ 143,711 $ — $ — $ 143,711 Total assets $ 143,711 $ — $ — $ 143,711 Assets measured at fair value on a recurring basis as of December 31, 2021 were as follows (in thousands): Quoted Price in Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Money market funds $ 157,531 $ — $ — $ 157,531 Total assets $ 157,531 $ — $ — $ 157,531 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued expenses and other current liabilities as of March 31, 2022 and December 31, 2021 were comprised as follows (in thousands): March 31, December 31, Manufacturing $ 2,700 $ 3,427 Contract research 1,940 2,542 Leasehold improvements 1,455 — Employee compensation and benefits 1,148 2,200 Professional fees 816 433 Other 130 163 Total accrued expenses and other current liabilities $ 8,189 $ 8,765 |
Common and Preferred Stock (Tab
Common and Preferred Stock (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Issuance | The Company had reserved shares of common stock for issuance as follows (in thousands): As of March 31, As of December 31, 2022 2021 Options issued and outstanding 4,133 3,266 Warrants issued and outstanding 59 59 Total 4,192 3,325 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation Expense Recognized | Total stock-based compensation expense recognized in the condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021 was as follows (in thousands): Three Months Ended 2022 2021 Research and development $ 781 $ 140 General and administrative 964 399 Total stock-based compensation $ 1,745 $ 539 |
Restricted Stock Awards Activity | The following table summarizes restricted stock award activity during the three months ended March 31, 2022 (in thousands, except per share amounts): Shares/Units Weighted-Average Unvested at December 31, 2021 295 $ 1.35 Granted — $ — Vested (61) $ 1.33 Forfeited — $ — Unvested at March 31, 2022 234 $ 1.36 |
Weighted -average Valuation Assumptions | The fair value of stock options granted during the three months ended March 31, 2022 and 2021 was calculated on the date of grant using the following weighted-average assumptions: Three Months Ended 2022 2021 Risk-free interest rate 1.6 % 0.8 % Expected term (in years) 6.0 6.0 Dividend yield — % — % Expected volatility 76.0 % 79.8 % |
Summary of Stock Option Activity | The following table summarizes stock option activity during the three months ended March 31, 2022 (in thousands, except per share amounts): Options Outstanding Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Outstanding at December 31, 2021 3,266 $ 8.24 9.02 Granted 928 $ 11.34 Exercised (46) $ 2.83 Cancelled (15) $ 7.69 Outstanding at March 31, 2022 4,133 $ 9.00 9.00 Exercisable at March 31, 2022 818 $ 5.73 8.65 |
Net (Loss) Income Attributabl_2
Net (Loss) Income Attributable to Common Stockholders per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of (Loss) Income per Share | For purposes of the diluted net loss attributable to common stockholders per share calculation, redeemable convertible preferred stock, outstanding stock options, unvested restricted stock awards and warrants to purchase common stock are considered to be potentially dilutive securities, however the following weighted-average amounts were excluded from the calculation of diluted net loss attributable to common stockholders per share because their effect would be anti-dilutive (in thousands): March 31, 2022 2021 Redeemable convertible preferred stock (as converted) — 18,280 Outstanding stock options 4,133 2,401 Unvested restricted common stock 234 498 Warrants to purchase common stock 59 59 Total 4,426 21,238 |
Description of Business, Orga_2
Description of Business, Organization, and Liquidity (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash and cash equivalents | $ 143,711 | $ 157,531 |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements (Details) - Recurring - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | $ 143,711,000 | $ 157,531,000 |
Liabilities measured at fair value on recurring basis | 0 | 0 |
Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Money market funds | 143,711,000 | 157,531,000 |
Quoted Price in Active Markets (Level 1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 143,711,000 | 157,531,000 |
Quoted Price in Active Markets (Level 1) | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Money market funds | 143,711,000 | 157,531,000 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Money market funds | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Money market funds | $ 0 | $ 0 |
Restricted Cash (Details)
Restricted Cash (Details) $ in Millions | Mar. 31, 2022USD ($) |
Cash and Cash Equivalents [Abstract] | |
Non-current restricted cash | $ 1.3 |
Restricted cash included in "Prepaid expenses and other current assets" | $ 0.1 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Manufacturing | $ 2,700 | $ 3,427 |
Employee compensation and benefits | 1,148 | 2,200 |
Leasehold improvements | 1,455 | 0 |
Professional fees | 816 | 433 |
Contract research | 1,940 | 2,542 |
Other | 130 | 163 |
Accrued expenses and other current liabilities | $ 8,189 | $ 8,765 |
Common and Preferred Stock (Det
Common and Preferred Stock (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Common stock authorized (shares) | 200,000,000 | |
Common stock available for issuance (shares) | 4,192,000 | 3,325,000 |
Preferred stock authorized (shares) | 5,000,000 | |
Preferred stock issued (shares) | 0 | 0 |
Preferred stock outstanding (shares) | 0 | 0 |
Dividends declared | $ 0 | |
Options issued and outstanding | ||
Class of Stock [Line Items] | ||
Common stock available for issuance (shares) | 4,133,000 | 3,266,000 |
Warrants issued and outstanding | ||
Class of Stock [Line Items] | ||
Common stock available for issuance (shares) | 59,000 | 59,000 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | |||
Apr. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jan. 01, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Common stock available for issuance (shares) | 4,192,000 | 3,325,000 | |||
Weighted-average grant date fair value of awards (in usd per share) | $ 7.54 | $ 4.23 | |||
Aggregate intrinsic fair value of options exercised | $ 0.3 | $ 0.1 | |||
Share-based compensation expense not yet recognized | $ 20 | ||||
2021 Stock Incentive Plan | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Maximum number of shares to be added annually, as a percentage of outstanding shares (percent) | 5.00% | ||||
2017 Stock Incentive Plan | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Common stock available for issuance (shares) | 2,406,657 | ||||
Common Stock | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Common stock authorized to be issued (shares) | 3,352,725 | ||||
Common Stock | 2021 Stock Incentive Plan | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Common stock authorized to be issued (shares) | 2,843,116 | 1,380,397 | |||
Common Stock | 2017 Stock Incentive Plan | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Common stock authorized to be issued (shares) | 31,884 | ||||
Unvested restricted common stock | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Share-based compensation expense not yet recognized | $ 0.3 | ||||
Share-based compensation not yet recognized, recognition period | 1 year 1 month 6 days | ||||
Aggregate fair value of awards that vested | $ 0.5 | $ 0.3 | |||
Unvested restricted common stock | 2021 Stock Incentive Plan | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Common stock authorized to be issued (shares) | 477,725 | ||||
Stock options | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Share-based compensation not yet recognized, recognition period | 2 years 10 months 24 days | ||||
Employee stock | 2021 Stock Employee Stock Purchase Plan | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Common stock authorized to be issued (shares) | 244,000 | ||||
Maximum number of shares to be added annually, as a percentage of outstanding shares (percent) | 1.00% | ||||
Employee stock | 2021 Stock Employee Stock Purchase Plan | Minimum | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Maximum number of shares to be added annually, as a percentage of outstanding shares (shares) | 488,000 |
Stock-based Compensation - Expe
Stock-based Compensation - Expense Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 1,745 | $ 539 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 781 | 140 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 964 | $ 399 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Award Activity (Details) - Unvested restricted common stock shares in Thousands | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Shares/Units | |
Unvested at beginning of period (shares) | shares | 295 |
Granted (shares) | shares | 0 |
Vested (shares) | shares | (61) |
Forfeited (shares) | shares | 0 |
Unvested at end of period (shares) | shares | 234 |
Weighted-Average Grant Date Fair Value Per Share | |
Weighted Average Grant Date Fair Value - Unvested at beginning of period (in usd per share) | $ / shares | $ 1.35 |
Weighted Average Grant Date Fair Value - Granted (in usd per share) | $ / shares | 0 |
Weighted Average Grant Date Fair Value - Vested (in usd per share) | $ / shares | 1.33 |
Weighted Average Grant Date Fair Value - Forfeited (in usd per share) | $ / shares | 0 |
Weighted Average Grant Date Fair Value - Unvested at end of period (in usd per share) | $ / shares | $ 1.36 |
Stock-based Compensation - Weig
Stock-based Compensation - Weighted Average Assumptions (Details) - Stock options | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Risk-free interest rate | 1.60% | 0.80% |
Expected term (in years) | 6 years | 6 years |
Dividend yield | 0.00% | 0.00% |
Expected volatility | 76.00% | 79.80% |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Option Activity (Details) - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended |
Mar. 31, 2022 | Jun. 30, 2021 | |
Number of Options | ||
Outstanding at beginning of period (shares) | 3,266 | |
Granted (shares) | 928 | |
Exercised (shares) | (46) | |
Cancelled (shares) | (15) | |
Outstanding at end of period (shares) | 4,133 | |
Exercisable at end of period (shares) | 818 | |
Weighted-Average Exercise Price | ||
Weighted-Average Exercise Price - Outstanding at beginning of period (in usd per share) | $ 8.24 | |
Weighted-Average Exercise Price - Granted (in usd per share) | 11.34 | |
Weighted-Average Exercise Price - Exercised (in usd per share) | 2.83 | |
Weighted-Average Exercise Price - Cancelled (in usd per share) | 7.69 | |
Weighted-Average Exercise Price - Outstanding at end of period (in usd per share) | 9 | |
Weighted-Average Exercise Price - Exercisable at end of period (in usd per share) | $ 5.73 | |
Weighted-Average Remaining Contractual Life (in years) | ||
Weighted Average Remaining Contractual Life - Outstanding | 9 years | 9 years 7 days |
Weighted Average Remaining Contractual Life - Exercisable | 8 years 7 months 24 days |
Net (Loss) Income Attributabl_3
Net (Loss) Income Attributable to Common Stockholders per Share - Antidilutive Shares (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 4,426 | 21,238 |
Redeemable convertible preferred stock (as converted) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 0 | 18,280 |
Options issued and outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 4,133 | 2,401 |
Unvested restricted common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 234 | 498 |
Warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 59 | 59 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) $ in Millions | Apr. 19, 2022 | Apr. 06, 2022 | Apr. 12, 2022 |
Term loan | The Term Loans | |||
Subsequent Event [Line Items] | |||
Term loan available | $ 40 | ||
Term loan | Term Loan A | |||
Subsequent Event [Line Items] | |||
Term loan available | 20 | ||
Term loan | Term Loan B | |||
Subsequent Event [Line Items] | |||
Term loan available | $ 20 | ||
Jazz Pharmaceuticals Ireland Limited | |||
Subsequent Event [Line Items] | |||
Upfront payment | $ 15 | ||
Jazz Pharmaceuticals Ireland Limited | Maximum | |||
Subsequent Event [Line Items] | |||
Development and regulatory milestones | $ 520 | ||
Sales-based milestones | $ 740 |