Vincerx Pharma (VINC) 10-Q 11 Aug 22 2022 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Jun. 30, 2022	Jul. 31, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Registrant Name	Vincerx Pharma, Inc.
Entity Central Index Key	0001796129
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		21,189,769
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity File Number	001-39244
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-3197402
Entity Address, Address Line One	260 Sheridan Avenue, Suite 400
Entity Address, City or Town	Palo Alto
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94306
City Area Code	650
Local Phone Number	800-6676
Document Quarterly Report	true
Document Transition Report	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	VINC
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 80,857	$ 111,459
Restricted cash	63	105
Prepaid expenses	847	182
Other current assets	619	95
Total Current Assets	82,386	111,841
Right-of-use assets	3,514	3,949
Property, plant and equipment, net	202	233
Other assets	1,642	1,653
Total Assets	87,744	117,676
Current Liabilities
Accounts payable	5,118	2,019
Accrued expenses	4,331	4,715
Lease liability	968	738
Common stock warrant liabilities	34	6,447
Total Current Liabilities	10,451	13,919
Lease liability, net of current portion	2,930	3,436
Total Liabilities	13,381	17,355
Commitments and contingencies—Note 6
Stockholders' equity
Preferred stock, $0.0001 par value; 30,000,000 shares authorized, none issued and outstanding as of June 30, 2022 and December 31, 2021	0	0
Common stock, $0.0001 par value; 120,000,000 shares authorized, 21,189,769 shares and 21,057,560 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively	2	2
Additional paid-in capital	165,173	156,311
Accumulated other comprehensive income (loss)	4	(21)
Accumulated deficit	(90,816)	(55,971)
Total stockholders' equity	74,363	100,321
Total liabilities and stockholders' equity	$ 87,744	$ 117,676

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock shares authorized	30,000,000	30,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares authorized	120,000,000	120,000,000
Common stock shares issued	21,189,769	21,057,560
Common stock shares outstanding	21,189,769	21,057,560

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Operating expenses:
General and administrative	$ 4,722	$ 6,695	$ 10,378	$ 11,486
Research and development	13,742	10,698	29,713	15,532
Restructuring	1,159		1,159
Total operating expenses	19,623	17,393	41,250	27,018
Loss from operations	(19,623)	(17,393)	(41,250)	(27,018)
Other income (expense)
Change in fair value of warrant liabilities	1,202	15,359	6,413	18,708
Other expense			(8)
Total other income (expense)	1,202	15,359	6,405	18,708
Net loss	(18,421)	(2,034)	(34,845)	(8,310)
Other comprehensive income:
Net foreign currency translation gain	10		25
Comprehensive loss	$ (18,411)	$ (2,034)	$ (34,820)	$ (8,310)
Net loss per common share, basic	$ (0.88)	$ (0.12)	$ (1.66)	$ (0.55)
Net loss per common share, diluted	$ (0.88)	$ (0.12)	$ (1.66)	$ (0.55)
Weighted average common shares outstanding, basic	20,995	16,350	20,946	15,050
Weighted average common shares outstanding, diluted	20,995	16,350	20,946	15,050

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Subscription Receivable	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning Balance at Dec. 31, 2020	$ 25,379	$ 1		$ 42,043		$ (16,665)
Beginning Balance, Shares at Dec. 31, 2020		13,984
Stock-based compensation	11,352			11,352
Issuance of common stock from warrant exercises	40,671		$ 40,671
Issuance of common stock from warrant exercises, Shares		3,537
Reclassification of warrant liabilities to equity due to warrant exercises for cash	2,503			2,503
Net loss	(8,310)					(8,310)
Ending Balance at Jun. 30, 2021	71,595	$ 1	0	96,569		(24,975)
Ending Balance, Shares at Jun. 30, 2021		17,521
Beginning Balance at Mar. 31, 2021	25,553	$ 1	(8,182)	56,675		(22,941)
Beginning Balance, Shares at Mar. 31, 2021		14,696
Stock-based compensation	6,637			6,637
Issuance of common stock from warrant exercises	40,671		8,182	32,489
Issuance of common stock from warrant exercises, Shares		2,825
Reclassification of warrant liabilities to equity due to warrant exercises for cash	768			768
Net loss	(2,034)					(2,034)
Ending Balance at Jun. 30, 2021	71,595	$ 1	$ 0	96,569		(24,975)
Ending Balance, Shares at Jun. 30, 2021		17,521
Beginning Balance at Dec. 31, 2021	100,321	$ 2		156,311	$ (21)	(55,971)
Beginning Balance, Shares at Dec. 31, 2021		21,057
Issuance of common stock from employee stock plans, Shares		132
Issuance of common stock from employee stock plans	242			242
Stock-based compensation	8,620			8,620
Cumulative translation adjustment	25				25
Net loss	(34,845)					(34,845)
Ending Balance at Jun. 30, 2022	74,363	$ 2		165,173	4	(90,816)
Ending Balance, Shares at Jun. 30, 2022		21,189
Beginning Balance at Mar. 31, 2022	89,170	$ 2		161,569	(6)	(72,395)
Beginning Balance, Shares at Mar. 31, 2022		21,057
Issuance of common stock from employee stock plans, Shares		132
Issuance of common stock from employee stock plans	242			242
Stock-based compensation	3,362			3,362
Cumulative translation adjustment	10				10
Net loss	(18,421)					(18,421)
Ending Balance at Jun. 30, 2022	$ 74,363	$ 2		$ 165,173	$ 4	$ (90,816)
Ending Balance, Shares at Jun. 30, 2022		21,189

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities
Net loss	$ (34,845)	$ (8,310)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	27	0
Stock-based compensation	8,620	11,352
Amortization of right-of-use assets	435	(51)
Change in fair value of warrant liabilities	(6,413)	(18,708)
Changes in operating assets and liabilities:
Prepaid and other current assets	(1,189)	436
Other assets	11	(105)
Accounts payable	3,099	1,339
Accrued expenses	(384)	2,397
Due to related parties	0	(14)
Lease liabilities	(276)	52
Net cash used in operating activities	(30,915)	(11,612)
Cash Flows from Investing Activities:
Research and development-acquired license	0	(5,000)
Capital expenditures	0	(228)
Net cash used in investing activities	0	(5,228)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock from employee stock plans	242
Proceeds from warrants exercised for cash, net of redemption cost	0	40,671
Net cash provided by financing activities	242	40,671
Effect of exchange rate changes on cash and restricted cash	29	0
Net increase (decrease) in cash and restricted cash	(30,644)	23,831
Cash and restricted cash at beginning of the period	111,564	61,792
Cash and restricted cash at end of the period	80,920	85,623
Supplemental disclosure of cash flow information:
Cash paid for income taxes	0	0
Cash paid for interest		25
Supplemental schedule of non-cash investing and financing activities:
Reclassification of warrant liabilities to equity due to warrant exercises for cash		2,503
Right-of-use assets obtained in exchange for operating lease liabilities		$ 4,166

Nature of Business

Nature of Business	6 Months Ended
	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business	NOTE 1. NATURE OF BUSINESS LSAC was initially formed on December 19, 2018 as a Delaware corporation for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. In December 2020, the Merger Sub merged with and into Legacy Vincera Pharma, with Legacy Vincera Pharma surviving the Merger as a wholly- owned subsidiary of LSAC. In connection with the Business Combination, LSAC changed its name to Vincera Pharma, Inc., and subsequently in January 2021, changed its name to Vincerx Pharma, Inc. (together with its consolidated subsidiaries, the “Company”). The Company is a clinical-stage biopharmaceutical company focused on leveraging its extensive development and oncology expertise to advance new therapies intended to address unmet medical needs for the treatment of cancer. The Company’s current pipeline is entirely derived from the Bayer License Agreement (see Note 3), pursuant to which the Company has been granted an exclusive, royalty-bearing, worldwide license under certain Bayer patents and know-how follow-on During the early months of 2020, COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 a

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements as well as reported amounts of expenses during the reporting periods. Estimates made by the Company include, but are not limited to, those related to our accrued clinical trial and manufacturing expenses, common stock warrant liabilities and stock-based compensation. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates. Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s Annual Report on Form 10-K. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40): In May 2021, the FASB issued ASU 2021-04, 470-50), 815-40)”. 2021-04 2021-04 2021-04

Bayer License

Bayer License	6 Months Ended
	Jun. 30, 2022
Bayer License [Abstract]
Bayer License	NOTE 3. BAYER LICENSE On October 7, 2020, the Company entered into the Bayer License Agreement, which became effective on December 23, 2020 upon the closing of the Business Combination. Pursuant to the Bayer License Agreement, the Company has an exclusive, worldwide, royalty-bearing license under certain Bayer patents and know-how Following the closing of the Business Combination, the Company paid Bayer a $5.0 million upfront license fee on January 5, 2021. If the Company achieves all of the development and commercial sales milestones for license products under the Bayer License Agreement for each of the countries and disease indications, the Company would be obligated to pay milestone payments that range from $110.0 million to up to $318.0 million per licensed product, and upon successful commercialization of at least five licensed products, the Company could be required to pay aggregate milestone payments in excess of $1 billion. In addition to milestone payments, the Company is also required to pay Bayer under the Bayer License Agreement ongoing royalties in the single digit to low double-digit percentage range on net commercial sales of licensed products. As of June 30, 2022, no development and commercial sales milestones under the Bayer License Agreement have been met.

Restructuring

Restructuring	6 Months Ended
	Jun. 30, 2022
Restructuring and Related Activities [Abstract]
Restructuring	NOTE 4. RESTRUCTURING On June 4, 2022, the Board of Directors of the Company approved a strategic plan to prioritize and focus its resources on its ongoing enitociclib clinical studies for double-hit diffuse large B-cell lymphoma We expect to incur up to approximately $2.5 million of severance and related expenses during 2022, of which approximately $1.2 million has been incurred through June 30, 2022. The estimate of the costs that the Company expects to incur, and the timing of such costs, are subject to a number of assumptions and actual results may differ. The Company may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the strategic plan. The activity in the accrued restructuring balance, included within accrued expenses on the condensed consolidated balance sheet, was as follows for the three and six months ended June 30, 2022 (in thousands): Restructuring Charges Cash payments Restructuring Workforce reduction $ — $ 1,159 $ (528 ) $ 631

Fair Value Measurement

Fair Value Measurement	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurement	NOTE 5. FAIR VALUE MEASUREMENT The Company’s financial liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (amounts in thousands): Fair Value Measured as of Level 1 Level 2 Level 3 Total Liabilities: Common stock warrant liabilities $ — $ — $ 34 $ 34 Total fair value $ — $ — $ 34 $ 34 Fair Value Measured as of December 31, Level 1 Level 2 Level 3 Total Liabilities: Common stock warrant liabilities $ — $ — $ 6,447 $ 6,447 Total fair value $ — $ — $ 6,447 $ 6,447 The Company performs procedures such as comparing prices obtained from independent sources to ensure that appropriate fair values are recorded. Because the transfer of certain private warrants to anyone outside of a small group of individuals constituting the sponsors of LSAC would result in these private warrants having similar terms as the public warrants, management determined that the fair value of each of these private warrants is approximately double that of a public warrant, with a modest adjustment for short-term marketability restrictions. Accordingly, these private warrants are classified as Level 3 financial instruments. The estimated fair value of the private warrants is determined with Level 3 inputs using Black-Scholes and Monte Carlo simulations. There were no changes to the number of private warrants underlying the Level 3 financial instruments during the three- and six-month There were no transfers between Level 1, 2 or 3 during the three- and six-month The following table presents changes in Level 3 liabilities measured at fair value for the six-month Warrant Balance – January 1, 2022 $ 6,447 Change in fair value (6,413 ) Balance – June 30, 2022 $ 34 A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of June 30, 2022 and December 31, 2021 is as follows: As of As of Stock price $ 1.32 $ 10.19 Exercise price $ 11.50 $ 11.50 Option term (years) 3.5 4.0 Volatility (annual) 48.6 % 32.5 % Risk-free rate 3.0 % 1.1 % Dividend yield (per share) 0 % 0 %

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 6. COMMITMENTS AND CONTINGENCIES Leases On December 23, 2020, the Company entered into a 5-year At June 30, 2022, the Company had operating lease liabilities of approximately $3.9 million and right of use assets of approximately $3.5 million, which were included in the condensed consolidated balance sheets. The following summarizes quantitative information about the Company’s operating leases (amounts in thousands): For the six months 2022 2021 Lease cost Operating lease cost $ 598 $ 83 Variable lease cost — — Total operating lease expense $ 598 $ 83 Other information Operating cash flows from operating leases $ 438 $ 70 Right-of-use $ — $ 4,166 Weighted-average remaining lease term – operating leases 3.5 4.5 Weighted-average discount rate – operating leases 8 % 8 % As of June 30, 2022, future minimum payments during the next three years are as follows (in thousands): Remaining period ended December 31, 2022 $ 608 Year ended December 31, 2023 1,261 Year ended December 31, 2024 1,284 Year ended December 31, 2025 1,336 Total 4,489 Less present value discount (591 ) Operating lease liabilities included in the Condensed Consolidated Balance Sheet at June 30, 2022 $ 3,898

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2022
Equity [Abstract]
Stockholders' Equity	NOTE 7. STOCKHOLDERS’ EQUITY The Company’s Certificate of Incorporation authorizes the issuance of 120,000,000 shares of common stock, $0.0001 par value per share and 30,000,000 shares of undesignated preferred stock, $0.0001 par value per share. As of June 30, 2022 and December 31, 2021, there were 21,189,769 shares and 21,057,560 shares, respectively, of common stock outstanding, and no shares of preferred stock outstanding. Restricted Shares A summary of restricted stock activity for the three- and six-months ended June 30, 2022 and June 30, 2021 is presented below: Number of Shares Weighted Average Nonvested at January 1, 2022 182,686 $ 0.045 Vested (33,203 ) — Nonvested at March 31, 2022 149,483 0.049 Veste d (27,493 ) — Nonvested at June 30, 2022 121,990 $ 0.052 Number Weighted Average Nonvested at January 1, 2021 361,168 $ 0.036 Vested (44,621 ) — Nonvested at March 31, 2021 316,547 0.037 Vested (44,620 ) — Nonvested at June 30, 2021 271,927 $ 0.041 As of June 30, 2022, there was approximately $6,600 of unrecognized stock-based compensation related to restricted stock that will be amortized in 2.0 years. Warrants As of June 30, 2022, there were 3,295,000 private warrants to purchase common stock outstanding. No public warrants remain outstanding at June 30, 2022. Each public warrant entitled the registered holder to purchase one-half The private warrants are identical to the previously outstanding public warrants except that (i) each private warrant is exercisable for one share of common stock at an exercise price of $11.50 per share and (ii) such private warrants will be exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such private warrants is not effective) or on a cashless basis, at the holder’s option (except with respect to 500,000 of the private warrants held by Rosedale Park, LLC and 500,000 of the private warrants held by LifeSci Holdings LLC, which were amended to remove the cashless exercise provision), and will not be redeemable by the Company (except with respect to 500,000 of the private warrants held by Rosedale Park, LLC and 500,000 of the private warrants held by LifeSci Holdings LLC, which were amended to include a redemption provision substantially identical to that of the public warrants; provided, however, that such redemption rights may not be exercised during the first 12 months following the closing of the Business Combination unless the last sales price of the Company’s common stock has been equal to or greater than $20.00 per share for any 20 trading days within a 30 trading day period ending on the third business day prior to the date on which notice of redemption is given), in each case so long as they are still held by the initial purchasers or their affiliates. The private warrants purchased by Rosedale Park, LLC, will expire on March 5, 2025, provided that once the private warrants are not beneficially owned by Chardan Capital Markets, LLC or any of its related persons anymore, the private warrants may not be exercised five years following the completion of the Company’s initial business combination. The previously outstanding public warrants and the private warrants issued to LifeSci Holdings LLC that were amended as described above were determined to be equity classified in accordance with ASC 815, Derivatives and Hedging. The remaining private warrants were determined to be liability classified in accordance with ASC 815, Derivatives and Hedging (see note 5).

Equity Incentive Plans

Equity Incentive Plans	6 Months Ended
	Jun. 30, 2022
Share-based Payment Arrangement [Abstract]
Equity Incentive Plans	NOTE 8. EQUITY INCENTIVE PLANS In connection with the Business Combination, the stockholders approved the Vincerx Pharma, Inc. 2020 Stock Incentive Plan (the “2020 Plan”), which became effective upon the closing of the Business Combination on December 23, 2020. As of June 30, 2022, the Company had 4,542,924 shares of common stock reserved for issuance and 599,546 options to acquire common stock that are available to grant, The 2020 Plan allows for the grant of stock options and rights to acquire restricted stock to employees, directors and consultants of the Company. The terms and conditions of specific awards are set at the discretion of the Company’s board of directors. Options granted under the 2020 Plan expire no later than 10 years from the date of grant. Unvested common shares obtained upon early exercise of options are subject to repurchase by the Company at the original issue price. Stock option activity under the 2020 Plan is as follows (amounts in thousands, except per share amounts): Stock Options Weighted Average Weighted Aggregate Outstanding at January 1, 2022 3,408 $ 18.74 9.2 $ 3 Options granted 1,166 5.62 10.0 — Options cancelled (631 ) 15.58 — — Outstanding at June 30, 2022 3,943 $ 15.37 8.5 $ — Options vested and exercisable at June 30, 2022 1,916 $ 18.84 7.8 $ — Stock-based compensation expense is based on the grant-date fair value. The Company recognizes compensation expense for all stock-based awards on a straight-line basis over the requisite service period of the awards, which is generally the option vesting term of three years. As of June 30, 2022, the Company had stock-based compensation of approximately $9.5 million related to unvested stock options not yet recognized that are expected to be recognized over an estimated weighted average period of 1.0 years. The following weighted average assumptions were used as inputs to the Black-Scholes option valuation model in determining the estimated grant-date fair value of the Company’s stock options granted during the six months ended June 30, 2022 and 2021: For the six months 2022 2021 Exercise price $ 5.62 $ 19.02 Expected term (years) 6.0 5.9 Volatility (annual) 83.6 % 75.5 % Risk-free rate 3.0 % 0.9 % Dividend yield (per share) 0 % 0 % Total stock-based compensation expense recognized in the three- and six-months For the three months ended For the six months ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Research and development $ 2,200 $ 4,401 $ 5,684 $ 7,078 General and administrative 1,162 2,236 2,936 4,274 Total stock-based compensation expense $ 3,362 $ 6,637 $ 8,620 $ 11,352

Net Loss per Share Applicable t

Net Loss per Share Applicable to Common Stockholders	6 Months Ended
	Jun. 30, 2022
Earnings Per Share [Abstract]
Net Loss per Share Applicable to Common Stockholders	NOTE 9. NET LOSS PER SHARE APPLICABLE TO COMMON STOCKHOLDERS Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per common share is computed similarly to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. The following table sets forth the computation of loss per share for the three- and six-months For the three months ended For the six months ended 2022 2021 2022 2021 Numerator: Net loss $ (18,421 ) $ (2,034 ) $ (34,845 ) $ (8,310 ) Denominator: Weighted average common shares outstanding, basic and diluted 20,995 16,350 20,946 15,050 Net loss per common share, basic and diluted $ (0.88 ) $ (0.12 ) $ (1.66 ) $ (0.55 ) The following table presents the potential common stock outstanding that was excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive (amount in thousands): For the three and six months ended 2022 2021 Options outstanding 3,943 3,172 Warrants 3,295 3,295 Total 7,238 6,467

Subsequent Event

Subsequent Event	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Event	NOTE 10. SUBSEQUENT EVENT In connection with our strategic plan and workforce reduction (see note 4), the Company has consolidated its leased office space at its corporate headquarters location. Effective July 8, 2022, the Company has subleased substantially all of its remaining unused office space for a term of 18 months at a base rent of $50,000 per month.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K
Use of Estimates	Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements as well as reported amounts of expenses during the reporting periods. Estimates made by the Company include, but are not limited to, those related to our accrued clinical trial and manufacturing expenses, common stock warrant liabilities and stock-based compensation. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates.
Significant Accounting Policies	Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s Annual Report on Form 10-K.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40): In May 2021, the FASB issued ASU 2021-04, 470-50), 815-40)”. 2021-04 2021-04 2021-04

Restructuring (Tables)

Restructuring (Tables)	6 Months Ended
	Jun. 30, 2022
Restructuring and Related Activities [Abstract]
Schedule of Accrued Restructuring and Accrued Expenses	The activity in the accrued restructuring balance, included within accrued expenses on the condensed consolidated balance sheet, was as follows for the three and six months ended June 30, 2022 (in thousands): Restructuring Charges Cash payments Restructuring Workforce reduction $ — $ 1,159 $ (528 ) $ 631

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Summary of Liabilities Measured at Fair Value on Recurring Basis	The Company’s financial liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (amounts in thousands): Fair Value Measured as of Level 1 Level 2 Level 3 Total Liabilities: Common stock warrant liabilities $ — $ — $ 34 $ 34 Total fair value $ — $ — $ 34 $ 34 Fair Value Measured as of December 31, Level 1 Level 2 Level 3 Total Liabilities: Common stock warrant liabilities $ — $ — $ 6,447 $ 6,447 Total fair value $ — $ — $ 6,447 $ 6,447
Summary of Changes in Level 3 Warrant liabilities measured at fair value	The following table presents changes in Level 3 liabilities measured at fair value for the six-month Warrant Balance – January 1, 2022 $ 6,447 Change in fair value (6,413 ) Balance – June 30, 2022 $ 34
Private Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Summary of Fair Value of the Company's warrant liabilities	A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of June 30, 2022 and December 31, 2021 is as follows: As of As of Stock price $ 1.32 $ 10.19 Exercise price $ 11.50 $ 11.50 Option term (years) 3.5 4.0 Volatility (annual) 48.6 % 32.5 % Risk-free rate 3.0 % 1.1 % Dividend yield (per share) 0 % 0 %

Commitments and Contingencies (

Commitments and Contingencies (Tables)	6 Months Ended
	Jun. 30, 2022
Contractual Obligation, Fiscal Year Maturity [Abstract]
Summary of Quantitative Information About the Company's Operating Leases	The following summarizes quantitative information about the Company’s operating leases (amounts in thousands): For the six months 2022 2021 Lease cost Operating lease cost $ 598 $ 83 Variable lease cost — — Total operating lease expense $ 598 $ 83 Other information Operating cash flows from operating leases $ 438 $ 70 Right-of-use $ — $ 4,166 Weighted-average remaining lease term – operating leases 3.5 4.5 Weighted-average discount rate – operating leases 8 % 8 %
Summary of Future Minimum Lease Payments	As of June 30, 2022, future minimum payments during the next three years are as follows (in thousands): Remaining period ended December 31, 2022 $ 608 Year ended December 31, 2023 1,261 Year ended December 31, 2024 1,284 Year ended December 31, 2025 1,336 Total 4,489 Less present value discount (591 ) Operating lease liabilities included in the Condensed Consolidated Balance Sheet at June 30, 2022 $ 3,898

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	6 Months Ended
	Jun. 30, 2022
Equity [Abstract]
Summary of Restricted Stock Activity	A summary of restricted stock activity for the three- and six-months ended June 30, 2022 and June 30, 2021 is presented below: Number of Shares Weighted Average Nonvested at January 1, 2022 182,686 $ 0.045 Vested (33,203 ) — Nonvested at March 31, 2022 149,483 0.049 Veste d (27,493 ) — Nonvested at June 30, 2022 121,990 $ 0.052 Number Weighted Average Nonvested at January 1, 2021 361,168 $ 0.036 Vested (44,621 ) — Nonvested at March 31, 2021 316,547 0.037 Vested (44,620 ) — Nonvested at June 30, 2021 271,927 $ 0.041

Equity Incentive Plans (Tables)

Equity Incentive Plans (Tables)	6 Months Ended
	Jun. 30, 2022
Share-based Payment Arrangement [Abstract]
Summary of Stock Option Activity	Stock option activity under the 2020 Plan is as follows (amounts in thousands, except per share amounts): Stock Options Weighted Average Weighted Aggregate Outstanding at January 1, 2022 3,408 $ 18.74 9.2 $ 3 Options granted 1,166 5.62 10.0 — Options cancelled (631 ) 15.58 — — Outstanding at June 30, 2022 3,943 $ 15.37 8.5 $ — Options vested and exercisable at June 30, 2022 1,916 $ 18.84 7.8 $ —
Summary of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options and Restricted Stock Awards using Black-Scholes Option Valuation Model	The following weighted average assumptions were used as inputs to the Black-Scholes option valuation model in determining the estimated grant-date fair value of the Company’s stock options granted during the six months ended June 30, 2022 and 2021: For the six months 2022 2021 Exercise price $ 5.62 $ 19.02 Expected term (years) 6.0 5.9 Volatility (annual) 83.6 % 75.5 % Risk-free rate 3.0 % 0.9 % Dividend yield (per share) 0 % 0 %
Summary of Stock Based Compensation Expense	Total stock-based compensation expense recognized in the three- and six-months For the three months ended For the six months ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Research and development $ 2,200 $ 4,401 $ 5,684 $ 7,078 General and administrative 1,162 2,236 2,936 4,274 Total stock-based compensation expense $ 3,362 $ 6,637 $ 8,620 $ 11,352

Net Loss per Share Applicable_2

Net Loss per Share Applicable to Common Stockholders (Tables)	6 Months Ended
	Jun. 30, 2022
Earnings Per Share [Abstract]
Summary of Earnings Per Share, Basic and Diluted	The following table sets forth the computation of loss per share for the three- and six-months For the three months ended For the six months ended 2022 2021 2022 2021 Numerator: Net loss $ (18,421 ) $ (2,034 ) $ (34,845 ) $ (8,310 ) Denominator: Weighted average common shares outstanding, basic and diluted 20,995 16,350 20,946 15,050 Net loss per common share, basic and diluted $ (0.88 ) $ (0.12 ) $ (1.66 ) $ (0.55 )
Summary of Potential Common Stock Outstanding that was excluded from the Computation of Diluted Net Loss Per Share of Common Stock	The following table presents the potential common stock outstanding that was excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive (amount in thousands): For the three and six months ended 2022 2021 Options outstanding 3,943 3,172 Warrants 3,295 3,295 Total 7,238 6,467

Nature of Business - Additional

Nature of Business - Additional Information (Details)	6 Months Ended
	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Incorporation date	Dec. 19, 2018

Bayer License - Additional Info

Bayer License - Additional Information (Details) - USD ($) $ in Millions		6 Months Ended
	Jan. 05, 2021	Jun. 30, 2022
Bayer License [Line Items]
Date of licence agreement with Bayer		Oct. 07, 2020
Licence fee paid to Bayer	$ 5
Aggregate milestone payments Payable to Bayer		$ 1,000
Minimum [Member]
Bayer License [Line Items]
Milestone payments payables per licenced product to Bayer		110
Maximum [Member]
Bayer License [Line Items]
Milestone payments payables per licenced product to Bayer		$ 318

Restructuring - Schedule Of Acc

Restructuring - Schedule Of Accrued Restructuring and Accrued Expenses (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Restructuring Cost and Reserve [Line Items]
Changes	$ 1,159	$ 1,159
Workforce Reduction (Member)
Restructuring Cost and Reserve [Line Items]
Beginning balance		0
Changes		1,159
Cash payments		(528)
Ending balance	$ 631	$ 631

Restructuring - Additional Info

Restructuring - Additional Information (Details) - USD ($) $ in Millions	Jun. 04, 2022	Jun. 30, 2022
Restructuring and Related Activities [Abstract]
Percentage of employees reduction	33%
Restructuring costs expected to be incurred through the year		$ 2.5
Restructuring and Related Cost, Cost Incurred to Date		$ 1.2

Fair Value Measurement - Summar

Fair Value Measurement - Summary of Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Liabilities:
Liabilities fair value disclosure	$ 34	$ 6,447
Level 1
Liabilities:
Liabilities fair value disclosure	0	0
Level 2
Liabilities:
Liabilities fair value disclosure	0	0
Level 3
Liabilities:
Liabilities fair value disclosure	34	6,447
Common Stock Warrant Liabilities Restates
Liabilities:
Liabilities fair value disclosure	34	6,447
Common Stock Warrant Liabilities Restates | Level 1
Liabilities:
Liabilities fair value disclosure	0	0
Common Stock Warrant Liabilities Restates | Level 2
Liabilities:
Liabilities fair value disclosure	0	0
Common Stock Warrant Liabilities Restates | Level 3
Liabilities:
Liabilities fair value disclosure	$ 34	$ 6,447

Fair Value Measurement - Summ_2

Fair Value Measurement - Summary of Changes in Level 3 Warrant liabilities measured at fair value (Details) - Level 3 - Warrant $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 6,447
Change in fair value	(6,413)
Ending balance	$ 34

Fair Value Measurement - Summ_3

Fair Value Measurement - Summary of Fair Value Of Private Warrants was Re-measured Based on the Assumptions (Details)	6 Months Ended		12 Months Ended
	Jun. 30, 2022 $ / shares	Jun. 30, 2021 $ / shares	Dec. 31, 2021 $ / shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Exercise price	$ 5.62	$ 19.02
Option term (years)	6 years	5 years 10 months 24 days
Volatility (annual)	83.60%	75.50%
Risk-free rate	3%	0.90%
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Dividend yield (per share)	0		0
Measurement Input, Share Price [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Stock price	$ 1.32		$ 10.19
Measurement Input, Exercise Price [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Exercise price	$ 11.5		$ 11.5
Measurement Input, Expected Term [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Option term (years)	3 years 6 months		4 years
Measurement Input, Price Volatility [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Volatility (annual)	48.60%		32.50%
Measurement Input, Risk Free Interest Rate [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Risk-free rate	3%		1.10%

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands		6 Months Ended
	Dec. 23, 2020	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Loss Contingencies [Line Items]
Duration of lease agreement	5 years
Date of lease Commencement	Jan. 01, 2021
Annual lease rent	$ 1,100	$ 598	$ 83
Operating lease liabilities		3,898
Operating Right of Use Assets		$ 3,514		$ 3,949

Commitments and Contingencies

Commitments and Contingencies - Summary of Quantitative Information About the Company's Operating Leases (Details) - USD ($) $ in Thousands		6 Months Ended
	Dec. 23, 2020	Jun. 30, 2022	Jun. 30, 2021
Lease cost
Operating lease cost		$ 598	$ 83
Variable lease cost		0	0
Total operating lease expense	$ 1,100	598	83
Operating cash flows from operating leases		438	70
Right-of-use assets obtained in exchange for operating lease liabilities			$ 4,166
Weighted-average remaining lease term – operating leases (years)		3 years 6 months	4 years 6 months
Weighted-average discount rate – operating leases		8%	8%

Commitments and Contingencies_2

Commitments and Contingencies - Summary of Future Minimum Lease Payments (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Contractual Obligation, Fiscal Year Maturity [Abstract]
Remaining period ended December 31, 2022	$ 608
Year ended December 31, 2023	1,261
Year ended December 31, 2024	1,284
Year ended December 31, 2025	1,336
Total	4,489
Less present value discount	(591)
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at June 30, 2022	$ 3,898

Stockholders' Equity - Schedule

Stockholders' Equity - Schedule of Restricted Stock Activity (Details) - Restricted Stock - $ / shares	3 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning balance, Shares	149,483	182,686	316,547	361,168
Vested, Shares	(27,493)	(33,203)	(44,620)	(44,621)
Ending balance, Shares	121,990	149,483	271,927	316,547
Beginning balance, Weighted Average	$ 0.049	$ 0.045	$ 0.037	$ 0.036
Vested, Weighted Average	0	0	0	0
Ending balance, Weighted Average	$ 0.052	$ 0.049	$ 0.041	$ 0.037

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Class Of Stock [Line Items]
Preferred stock shares authorized	30,000,000	30,000,000
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock shares outstanding	0	0
Common stock shares authorized	120,000,000	120,000,000
Common stock par value	$ 0.0001	$ 0.0001
Unrecognized stock based compensation	$ 9.5
Amotization period of unrecognized stock based compensation	1 year
Common stock shares outstanding	21,189,769	21,057,560
Public Warrant
Class Of Stock [Line Items]
No of Warrents outstanding	0
Common stock conversion	purchase one-half (1/2) of a share of common stock at a price of $11.50 per whole share of common stock
Shares issued price per warrant	$ 11.5
Private Warrants
Class Of Stock [Line Items]
No of Warrents outstanding	3,295,000
Common stock conversion	each private warrant is exercisable for one share of common stock at an exercise price of $11.50
Class of warrant or right redemption threshold trading days	20 days
Class of warrant or right redemption threshold consecutive trading days	30 days
Warrant expiration term	5 years
Private Warrants | Rosedale Park LLC [Member]
Class Of Stock [Line Items]
Class of warrents exercised	500,000
Warrents expiration date	Mar. 05, 2025
Private Warrants | LifeSci Holdings LLC [Member]
Class Of Stock [Line Items]
Class of warrents exercised	500,000
Restricted Stock
Class Of Stock [Line Items]
Unrecognized stock based compensation	$ 6,600
Amotization period of unrecognized stock based compensation	2 years
Private Placement
Class Of Stock [Line Items]
Shares issued price per warrant	$ 11.5
Common Stock | Private Warrants
Class Of Stock [Line Items]
Share redemption trigger price	$ 20

Equity Incentive Plans - Additi

Equity Incentive Plans - Additional Information (Details)	6 Months Ended
	Jun. 30, 2022 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock based compensation | $	$ 9.5
Amotization period of unrecognized stock based compensation	1 year
Twenty Thousand Twenty Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock reserved for issuance	4,542,924
Number of shares available for grant	599,546

Equity Incentive Plans - Schedu

Equity Incentive Plans - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding, Stock Options	3,408
Options granted, Stock Options	1,166
Options cancelled, Stock Options	(631)
Outstanding, Stock Options	3,943
Options vested and exercisable, Stock Options	1,916	3,408
Outstanding, Weighted Average Exercise Price	$ 18.74
Options granted, Weighted Average Exercise Price	5.62
Options cancelled, Aggregate Intrinsic Value	15.58
Outstanding, Weighted Average Exercise Price	15.37	$ 18.74
Options vested and exercisable, Weighted Average Exercise Price	$ 18.84
Outstanding, Outstanding, Weighted Average Remaining Contractual Life	8 years 6 months	9 years 2 months 12 days
Options granted, Weighted Average Remaining Contractual Life	10 years
Outstanding, Outstanding, Weighted Average Remaining Contractual Life	8 years 6 months	9 years 2 months 12 days
Options vested and exercisable, Weighted Average Remaining Contractual Life	7 years 9 months 18 days
Outstanding, Aggregate Intrinsic Value		$ 3

Equity Incentive Plans - Sche_2

Equity Incentive Plans - Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options and Restricted Stock Awards using Black-Scholes Option Valuation Model (Details) - $ / shares	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Share-based Payment Arrangement [Abstract]
Exercise price	$ 5.62	$ 19.02
Expected term (years)	6 years	5 years 10 months 24 days
Volatility (annual)	83.60%	75.50%
Risk-free rate	3%	0.90%
Dividend yield (per share)	0%	0%

Equity Incentive Plans - Sche_3

Equity Incentive Plans - Schedule of Employee Service Share Based Compensation Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Expense	$ 3,362	$ 6,637	$ 8,620	$ 11,352
Research and Development [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Expense	2,200	4,401	5,684	7,078
General and Administrative [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Expense	$ 1,162	$ 2,236	$ 2,936	$ 4,274

Net Loss per Share Applicable_3

Net Loss per Share Applicable to Common Stockholders - Schedule of Potential Common Stock Outstanding that was excluded from the Computation of Diluted Net Loss Per Share of Common Stock (Details) - shares shares in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	7,238	6,467
Option Outstanding [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3,943	3,172
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3,295	3,295

Net Loss per Share Applicable_4

Net Loss per Share Applicable to Common Stockholders - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Earnings Per Share [Abstract]
Net loss	$ (18,421)	$ (2,034)	$ (34,845)	$ (8,310)
Denominator:
Weighted Average Number of Shares Outstanding, Basic	20,995	16,350	20,946	15,050
Weighted Average Number of Shares Outstanding, Diluted	20,995	16,350	20,946	15,050
Earnings Per Share, Basic	$ (0.88)	$ (0.12)	$ (1.66)	$ (0.55)
Earnings Per Share, Diluted	$ (0.88)	$ (0.12)	$ (1.66)	$ (0.55)

Subsequent Event - Additional I

Subsequent Event - Additional Information (Details) - Subsequent Event [Member] $ in Thousands	Jul. 08, 2022 USD ($)
Subsequent Event [Line Items]
Lessee, operating sub lease, term of contract	18 months
Lessee, operating sub lease, rent amount	$ 50,000