Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
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 | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 45,804 | $ 111,459 |
Restricted cash | 64 | 105 |
Short-term marketable securities | 20,171 | 0 |
Prepaid expenses | 470 | 182 |
Other current assets | 746 | 95 |
Total Current Assets | 67,255 | 111,841 |
Right-of-use assets, net | 3,291 | 3,949 |
Property, plant and equipment, net | 188 | 233 |
Other assets | 1,642 | 1,653 |
Total Assets | 72,376 | 117,676 |
Current Liabilities | ||
Accounts payable | 4,393 | 2,019 |
Accrued expenses | 4,445 | 4,715 |
Lease liability | 999 | 738 |
Common stock warrant liabilities | 113 | 6,447 |
Total Current Liabilities | 9,950 | 13,919 |
Lease liability, net of current portion | 2,669 | 3,436 |
Other noncurrent liabilities | 50 | 0 |
Total Liabilities | 12,669 | 17,355 |
Commitments and contingencies—Note 6 | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value; 30,000,000 shares authorized, none issued or outstanding as of September 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 September 30, 2022 and December 31, 2021, respectively | 2 | 2 |
Additional paid-in capital | 167,463 | 156,311 |
Accumulated other comprehensive loss | (63) | (21) |
Accumulated deficit | (107,695) | (55,971) |
Total stockholders' equity | 59,707 | 100,321 |
Total liabilities and stockholders' equity | $ 72,376 | $ 117,676 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating expenses: | ||||
General and administrative | $ 4,525 | $ 5,720 | $ 14,903 | $ 17,206 |
Research and development | 11,066 | 12,211 | 40,779 | 27,743 |
Restructuring | 1,310 | 0 | 2,469 | 0 |
Total operating expenses | 16,901 | 17,931 | 58,151 | 44,949 |
Loss from operations | (16,901) | (17,931) | (58,151) | (44,949) |
Other income (expense) | ||||
Change in fair value of warrant liabilities | (79) | (6,606) | 6,334 | 12,102 |
Interest income | 204 | 0 | 204 | 0 |
Other income (expense) | (103) | 13 | (111) | 13 |
Total other income (expense) | 22 | (6,593) | 6,427 | 12,115 |
Net loss | (16,879) | (24,524) | (51,724) | (32,834) |
Other comprehensive income (loss): | ||||
Net foreign currency translation gain(loss) | 14 | (19) | 39 | (19) |
Net unrealized loss on marketable securities | (81) | 0 | (81) | 0 |
Comprehensive loss | $ (16,946) | $ (24,543) | $ (51,766) | $ (32,853) |
Net loss per common share, basic | $ (0.8) | $ (1.39) | $ (2.46) | $ (2.06) |
Net loss per common share, diluted | $ (0.8) | $ (1.39) | $ (2.46) | $ (2.06) |
Weighted average common shares outstanding, basic | 21,083 | 17,694 | 20,992 | 15,941 |
Weighted average common shares outstanding, diluted | 21,083 | 17,694 | 20,992 | 15,941 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | 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 | 17,427 | 17,427 | |||
Cumulative translation adjustment | (19) | $ (19) | |||
Unrealized loss on marketable securities | 0 | ||||
Issuance of common stock from private placement, net of transaction costs | 47,499 | $ 1 | 47,498 | ||
Issuance of common stock from private placement, net of transaction costs, Shares | 3,500 | ||||
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 | (32,834) | (32,834) | |||
Ending Balance at Sep. 30, 2021 | 100,626 | $ 2 | 150,142 | (19) | (49,499) |
Ending Balance, Shares at Sep. 30, 2021 | 21,021 | ||||
Beginning Balance at Jun. 30, 2021 | 71,595 | $ 1 | 96,569 | 0 | (24,975) |
Beginning Balance, Shares at Jun. 30, 2021 | 17,521 | ||||
Stock-based compensation | 6,075 | 6,075 | 0 | ||
Cumulative translation adjustment | (19) | (19) | |||
Unrealized loss on marketable securities | 0 | ||||
Issuance of common stock from private placement, net of transaction costs | $ 1 | ||||
Issuance of common stock from warrant exercises | 47,499 | 47,498 | 0 | ||
Issuance of common stock from warrant exercises, Shares | 3,500 | ||||
Net loss | (24,524) | (24,524) | |||
Ending Balance at Sep. 30, 2021 | 100,626 | $ 2 | 150,142 | (19) | (49,499) |
Ending Balance, Shares at Sep. 30, 2021 | 21,021 | ||||
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 | 10,910 | 10,910 | |||
Cumulative translation adjustment | 39 | 39 | |||
Unrealized loss on marketable securities | (81) | (81) | |||
Net loss | (51,724) | (51,724) | |||
Ending Balance at Sep. 30, 2022 | 59,707 | $ 2 | 167,463 | (63) | (107,695) |
Ending Balance, Shares at Sep. 30, 2022 | 21,189 | ||||
Beginning Balance at Jun. 30, 2022 | 74,363 | $ 2 | 165,173 | 4 | (90,816) |
Beginning Balance, Shares at Jun. 30, 2022 | 21,189 | ||||
Stock-based compensation | 2,290 | 2,290 | |||
Cumulative translation adjustment | 14 | 14 | |||
Unrealized loss on marketable securities | (81) | (81) | |||
Net loss | (16,879) | (16,879) | |||
Ending Balance at Sep. 30, 2022 | $ 59,707 | $ 2 | $ 167,463 | $ (63) | $ (107,695) |
Ending Balance, Shares at Sep. 30, 2022 | 21,189 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Offering costs | $ 3,251 | $ 3,251 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (51,724) | $ (32,834) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 40 | 0 |
Stock-based compensation | 10,910 | 17,427 |
Amortization of right-of-use assets | 658 | (3) |
Change in fair value of warrant liabilities | (6,334) | (12,102) |
Net amortization of discounts on marketable securities | (57) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid and other current assets | (939) | 866 |
Other assets | 11 | (1,676) |
Accounts payable | 2,374 | 1,749 |
Accrued expenses | (270) | 4,668 |
Due to related parties | 0 | (14) |
Lease liabilities | (506) | 3 |
Other noncurrent liabilities | 50 | 0 |
Net cash used in operating activities | (45,787) | (21,916) |
Cash Flows from Investing Activities: | ||
Purchases of marketable securities | (20,195) | 0 |
Research and development-acquired license | 0 | (5,000) |
Capital expenditures | 0 | (250) |
Net cash used in investing activities | (20,195) | (5,250) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock from employee stock plans | 242 | 0 |
Proceeds from private placement, net of transaction costs | 0 | 47,499 |
Proceeds from warrants exercised for cash, net of redemption cost | 0 | 40,671 |
Net cash provided by financing activities | 242 | 88,170 |
Effect of exchange rate changes on cash and restricted cash | 44 | 0 |
Net increase (decrease) in cash and restricted cash | (65,696) | 61,004 |
Cash and restricted cash at beginning of the period | 111,564 | 61,792 |
Cash and restricted cash at end of the period | 45,868 | 122,796 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 0 | 25 |
Supplemental schedule of non-cash investing and financing activities: | ||
Reclassification of warrant liabilities to equity due to warrant exercises for cash | 0 | 2,503 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 0 | $ 4,169 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 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 Our business operations, and those of third parties with whom we conduct business, have been, and could continue to be, adversely affected by health pandemics and epidemics, including COVID-19, |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 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 Cash and Cash Equivalents Management considers all highly liquid investments with an insignificant interest rate risk and original maturities of three months or less to be cash equivalents. There were no cash equivalents as of December 31, 2021. Marketable Securities The Company generally invests its excess cash in money market funds and investment grade short-term to intermediate-term fixed income securities. Such investments are included in cash and cash equivalents, short-term marketable securities or long-term marketable securities on the condensed consolidated balance sheets. Marketable securities with a maturity date greater than 90 days and less than one year at each condensed consolidated balance sheet date are classified as short-term. Marketable securities with a maturity date greater than one year, if any, are classified as long-term. All of the Company’s marketable securities are considered available-for-sale The Company periodically evaluates whether declines in the fair values of its marketable securities below their amortized cost are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss, as well as the Company’s ability and intent to hold the marketable security until a forecasted recovery occurs. Additionally, the Company assesses whether it has plans to sell the marketable security or it is more likely than not it will be required to sell any marketable securities before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of the marketable security, duration and severity of the decline in value, and the Company’s strategy and intentions for holding the marketable security. There have been no other 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 | 9 Months Ended |
Sep. 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 P-TEFb 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 September 30, 2022, no development and commercial sales milestones under the Bayer License Agreement have been met. |
Restructuring
Restructuring | 9 Months Ended |
Sep. 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 have incurred approximately $2.5 million of severance and related expenses during 2022, which includes approximately $0.5 million of stock-based compensation expense related to the acceleration of stock options to certain affected employees. 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 nine months ended September 30, 2022 (in thousands): Restructuring Charges Cash payments Restructuring Workforce reduction $ — $ 2,022 $ (2,022 ) $ — |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | NOTE 5. FAIR VALUE MEASUREMENT The Company’s financial assets and 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 September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash Equivalents: Money market funds $ 5,212 $ — $ — $ 5,212 Commercial paper — 17,770 — 17,770 U.S. government agency securities — 6,970 — 6,970 Short-term marketable securities: — — — Commercial paper — 9,802 — 9,802 U.S. government treasuries 996 — — 996 U.S. government agency securities — 7,198 — 7,198 Corporate debt securities — 2,175 — 2,175 Total cash equivalents and marketable securities $ 6,208 $ 43,915 $ — $ 50,123 There were no cash equivalents or marketable securities at December 31, 2021. The Company’s Level 2 securities are valued using third-party pricing sources. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly. There were no transfers of assets between Level 1, Level 2 or Level 3 during the three- and nine-month periods ended September 30, 202 2. Fair Value Measured as of Level 1 Level 2 Level 3 Total Liabilities: Common stock warrant liabilities $ — $ — $ 113 $ 113 Total fair value $ — $ — $ 113 $ 113 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 nine-month periods ended September 30, 2022. There were no transfers between Level 1, 2 or 3 during the three- and nine-month periods ended September 30, 2022 and 2021. The following table presents changes in Level 3 liabilities measured at fair value for the nine-month period ended September 30, 2022. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs (in thousands). Warrant Balance – January 1, 2022 $ 6,447 Change in fair value (6,334 ) Balance – September 30, 2022 $ 113 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 September 30, 2022 and December 31, 2021 is as follows: As of As of Stock price $ 1.38 $ 10.19 Exercise price $ 11.50 $ 11.50 Option term (years) 3.2 4.0 Volatility (annual) 58.0 % 32.5 % Risk-free rate 4.1 % 1.1 % Dividend yield (per share) 0 % 0 % |
Available-For Sale Securities
Available-For Sale Securities | 9 Months Ended |
Sep. 30, 2022 | |
Debt Securities, Available-for-Sale [Abstract] | |
Available-For Sale Securities | NOTE 6. AVAILABLE-FOR-SALE All marketable securities were considered available-for-sale September 30, 2022 Amortized Cost Gross Unrealized Gross Fair Value Assets: Cash Equivalents: Money market funds $ 5,212 $ — $ — $ 5,212 Commercial paper 17,776 — (6 ) 17,770 U.S. government agency securities 6,970 — — 6,970 Short-term marketable securities: Commercial paper 9,825 — (23 ) 9,802 U.S. government treasuries 999 — (3 ) 996 U.S. government agency securities 7,229 — (31 ) 7,198 Corporate debt securities 2,193 — (18 ) 2,175 Total cash equivalents and marketable securities $ 50,204 $ — $ (81 ) $ 50,123 There were no cash equivalents or marketable securities at December 31, 2021. As of September 30, 2022, some of the Company’s marketable securities were in an unrealized loss position. The Company determined that it did have the ability and intent to hold all marketable securities that have been in a continuous loss position until maturity or recovery, thus there has been no recognition of any other-than-temporary impairment in the three-months ended September 30, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7. COMMITMENTS AND CONTINGENCIES Leases On December 23, 2020, the Company entered into a 5-year At September 30, 2022, the Company had operating lease liabilities of approximately $3.7 million and right-of-use 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. The Company has not been legally released from its primary obligations under the original lease and subsequent amendments and, therefore, continues to account for the original lease according to Accounting Standard Codification (“ASC”) Topic 842, “Leases.” The Company records both fixed and variable payments received from the sublessee in its condensed consolidated statements of operations and comprehensive loss on a straight-line basis as an offset to rent expense. Such payments received in the three and nine months ended September 30, 2022 were in the condensed consolidated balance sheet at September 30, 2022. The following summarizes quantitative information about the Company’s operating leases (amounts in thousands): For the nine months 2022 2021 Lease cost Operating lease cost $ 897 $ 216 Variable lease cost — — Total operating lease expense $ 897 $ 216 Other information Operating cash flows from operating leases $ 743 $ 216 Right-of-use $ — $ 4,169 Weighted-average remaining lease term – operating leases 3.3 4.3 Weighted-average discount rate – operating leases 8 % 8 % As of September 30, 2022, future minimum payments during the remaining period and the next three years are as follows (in thousands): Remaining period ended December 31, 2022 $ 304 Year ended December 31, 2023 1,261 Year ended December 31, 2024 1,284 Year ended December 31, 2025 1,336 Total 4,185 Less present value discount (517 ) Operating lease liabilities included in the condensed consolidated balance sheet at September 30, 2022 $ 3,668 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 8. 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 September 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 nine months ended September 30, 2022 and September 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 Vested (27,493 ) — Nonvested at June 30, 2022 121,990 $ 0.052 Vested (27,494 ) — Nonvested at September 30, 2022 94,496 $ 0.056 Number of Shares 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 Vested (44,621 ) — Nonvested at September 30, 2021 227,306 $ 0.047 As of September 30, 2022, there was approximately $5,600 of unrecognized stock-based compensation related to restricted stock that will be amortized in 1.8 years. Warrants As of September 30, 2022, there were 3,295,000 private warrants to purchase common stock outstanding. No public warrants remain outstanding at September 30, 2022. Each public warrant entitled the registered holder to purchase one-half 11.50 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” (see Note 5). 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 | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plans | NOTE 9. 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 September 30, 2022, the Company had 4,542,924 shares of common stock reserved for issuance and 219,013 options to acquire common stock that are available to grant, under the 2020 Plan. 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 1,881 4.13 10.0 — Options cancelled (965 ) 15.44 — — Outstanding at September 30, 2022 4,324 $ 13.12 7.8 $ — Options vested and exercisable at September 30, 2022 2,141 $ 18.08 6.3 $ — 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 September 30, 2022, the Company had stock-based compensation of approximately $7.2 million related to unvested stock options not yet recognized that are expected to be recognized over an estimated weighted average period of 0.9 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 nine months ended September 30, 2022 and 2021: For the nine months 2022 2021 Exercise price $ 4.13 $ 18.80 Expected term (years) 5.8 5.9 Volatility (annual) 83.6 % 77.5 % Risk-free rate 2.5 % 0.9 % Dividend yield (per share) 0 % 0 % Total stock-based compensation expense recognized in the three and nine months ended September 30, 2022 and 2021 was as follows (amounts in thousands): For the three months ended For the nine months ended 2022 2021 2022 2021 Research and development $ 938 $ 4,000 $ 6,622 $ 11,078 General and administrative 905 2,075 3,841 6,349 Restructuring 447 — 447 — Total stock-based compensation expense $ 2,290 $ 6,075 $ 10,910 $ 17,427 |
Net Loss per Share Applicable t
Net Loss per Share Applicable to Common Stockholders | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Applicable to Common Stockholders | NOTE 10. 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 nine months ended September 30, 2022 and 2021 (amounts in thousands, except per share number): For the three months ended For the nine months ended 2022 2021 2022 2021 Numerator: Net loss $ (16,879 ) $ (24,524 ) $ (51,724 ) $ (32,834 ) Denominator: Weighted average common shares outstanding, basic and diluted 21,083 17,694 20,992 15,941 Net loss per common share, basic and diluted $ (0.80 ) $ (1.39 ) $ (2.46 ) $ (2.06 ) 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 nine months ended 2022 2021 Options outstanding 4,324 3,371 Warrants 3,295 3,295 Total 7,619 6,666 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents Management considers all highly liquid investments with an insignificant interest rate risk and original maturities of three months or less to be cash equivalents. There were no cash equivalents as of December 31, 2021. |
Marketable Securities | Marketable Securities The Company generally invests its excess cash in money market funds and investment grade short-term to intermediate-term fixed income securities. Such investments are included in cash and cash equivalents, short-term marketable securities or long-term marketable securities on the condensed consolidated balance sheets. Marketable securities with a maturity date greater than 90 days and less than one year at each condensed consolidated balance sheet date are classified as short-term. Marketable securities with a maturity date greater than one year, if any, are classified as long-term. All of the Company’s marketable securities are considered available-for-sale The Company periodically evaluates whether declines in the fair values of its marketable securities below their amortized cost are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss, as well as the Company’s ability and intent to hold the marketable security until a forecasted recovery occurs. Additionally, the Company assesses whether it has plans to sell the marketable security or it is more likely than not it will be required to sell any marketable securities before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of the marketable security, duration and severity of the decline in value, and the Company’s strategy and intentions for holding the marketable security. There have been no other 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) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2022 (in thousands): Restructuring Charges Cash payments Restructuring Workforce reduction $ — $ 2,022 $ (2,022 ) $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Fair Value Assets Measured on Recurring Basis | The Company’s financial assets and 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 September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash Equivalents: Money market funds $ 5,212 $ — $ — $ 5,212 Commercial paper — 17,770 — 17,770 U.S. government agency securities — 6,970 — 6,970 Short-term marketable securities: — — — Commercial paper — 9,802 — 9,802 U.S. government treasuries 996 — — 996 U.S. government agency securities — 7,198 — 7,198 Corporate debt securities — 2,175 — 2,175 Total cash equivalents and marketable securities $ 6,208 $ 43,915 $ — $ 50,123 |
Summary of Liabilities Measured at Fair Value on Recurring Basis | Fair Value Measured as of Level 1 Level 2 Level 3 Total Liabilities: Common stock warrant liabilities $ — $ — $ 113 $ 113 Total fair value $ — $ — $ 113 $ 113 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 nine-month period ended September 30, 2022. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs (in thousands). Warrant Balance – January 1, 2022 $ 6,447 Change in fair value (6,334 ) Balance – September 30, 2022 $ 113 |
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 September 30, 2022 and December 31, 2021 is as follows: As of As of Stock price $ 1.38 $ 10.19 Exercise price $ 11.50 $ 11.50 Option term (years) 3.2 4.0 Volatility (annual) 58.0 % 32.5 % Risk-free rate 4.1 % 1.1 % Dividend yield (per share) 0 % 0 % |
Available-For Sale Securities (
Available-For Sale Securities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Securities, Available-for-Sale [Abstract] | |
Summary of Available For Sale Securities | All marketable securities were considered available-for-sale September 30, 2022 Amortized Cost Gross Unrealized Gross Fair Value Assets: Cash Equivalents: Money market funds $ 5,212 $ — $ — $ 5,212 Commercial paper 17,776 — (6 ) 17,770 U.S. government agency securities 6,970 — — 6,970 Short-term marketable securities: Commercial paper 9,825 — (23 ) 9,802 U.S. government treasuries 999 — (3 ) 996 U.S. government agency securities 7,229 — (31 ) 7,198 Corporate debt securities 2,193 — (18 ) 2,175 Total cash equivalents and marketable securities $ 50,204 $ — $ (81 ) $ 50,123 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 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 nine months 2022 2021 Lease cost Operating lease cost $ 897 $ 216 Variable lease cost — — Total operating lease expense $ 897 $ 216 Other information Operating cash flows from operating leases $ 743 $ 216 Right-of-use $ — $ 4,169 Weighted-average remaining lease term – operating leases 3.3 4.3 Weighted-average discount rate – operating leases 8 % 8 % |
Summary of Future Minimum Lease Payments | As of September 30, 2022, future minimum payments during the remaining period and the next three years are as follows (in thousands): Remaining period ended December 31, 2022 $ 304 Year ended December 31, 2023 1,261 Year ended December 31, 2024 1,284 Year ended December 31, 2025 1,336 Total 4,185 Less present value discount (517 ) Operating lease liabilities included in the condensed consolidated balance sheet at September 30, 2022 $ 3,668 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Summary of Restricted Stock Activity | A summary of restricted stock activity for the three and nine months ended September 30, 2022 and September 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 Vested (27,493 ) — Nonvested at June 30, 2022 121,990 $ 0.052 Vested (27,494 ) — Nonvested at September 30, 2022 94,496 $ 0.056 Number of Shares 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 Vested (44,621 ) — Nonvested at September 30, 2021 227,306 $ 0.047 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 9 Months Ended |
Sep. 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 1,881 4.13 10.0 — Options cancelled (965 ) 15.44 — — Outstanding at September 30, 2022 4,324 $ 13.12 7.8 $ — Options vested and exercisable at September 30, 2022 2,141 $ 18.08 6.3 $ — |
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 nine months ended September 30, 2022 and 2021: For the nine months 2022 2021 Exercise price $ 4.13 $ 18.80 Expected term (years) 5.8 5.9 Volatility (annual) 83.6 % 77.5 % Risk-free rate 2.5 % 0.9 % Dividend yield (per share) 0 % 0 % |
Summary of Stock Based Compensation Expense | Total stock-based compensation expense recognized in the three and nine months ended September 30, 2022 and 2021 was as follows (amounts in thousands): For the three months ended For the nine months ended 2022 2021 2022 2021 Research and development $ 938 $ 4,000 $ 6,622 $ 11,078 General and administrative 905 2,075 3,841 6,349 Restructuring 447 — 447 — Total stock-based compensation expense $ 2,290 $ 6,075 $ 10,910 $ 17,427 |
Net Loss per Share Applicable_2
Net Loss per Share Applicable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2022 and 2021 (amounts in thousands, except per share number): For the three months ended For the nine months ended 2022 2021 2022 2021 Numerator: Net loss $ (16,879 ) $ (24,524 ) $ (51,724 ) $ (32,834 ) Denominator: Weighted average common shares outstanding, basic and diluted 21,083 17,694 20,992 15,941 Net loss per common share, basic and diluted $ (0.80 ) $ (1.39 ) $ (2.46 ) $ (2.06 ) |
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 nine months ended 2022 2021 Options outstanding 4,324 3,371 Warrants 3,295 3,295 Total 7,619 6,666 |
Nature of Business - Additional
Nature of Business - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Incorporation date | Dec. 19, 2018 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Summary Of Significant Accounting Policies [Line Items] | |
Cash equivalents | $ 0 |
Bayer License - Additional Info
Bayer License - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Jan. 05, 2021 | Sep. 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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Changes | $ 1,310 | $ 0 | $ 2,469 | $ 0 |
Workforce Reduction (Member) | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Beginning balance | 0 | |||
Changes | 2,022 | |||
Cash payments | (2,022) | |||
Ending balance | $ 0 | $ 0 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 04, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Percentage of employees reduction | 33% | ||||
Restructuring costs expected to be incurred through the year | $ 2,500 | $ 2,500 | |||
Share-based Payment Arrangement, Expense | $ 2,290 | $ 6,075 | 10,910 | $ 17,427 | |
Employee Stock Option | |||||
Share-based Payment Arrangement, Expense | $ 500 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Fair Value Assets Measured on Recurring Basis (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | $ 50,123 |
Cash Equivalents | Money market funds | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 5,212 |
Cash Equivalents | Commercial paper | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 17,770 |
Cash Equivalents | U.S. government agency securities | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 6,970 |
Short-term marketable securities | Commercial paper | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 9,802 |
Short-term marketable securities | U.S. government treasuries | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 996 |
Short-term marketable securities | U.S. government agency securities | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 7,198 |
Short-term marketable securities | Corporate debt securities | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 2,175 |
Level 1 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 6,208 |
Level 1 | Cash Equivalents | Money market funds | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 5,212 |
Level 1 | Cash Equivalents | Commercial paper | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 0 |
Level 1 | Cash Equivalents | U.S. government agency securities | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 0 |
Level 1 | Short-term marketable securities | Commercial paper | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 0 |
Level 1 | Short-term marketable securities | U.S. government treasuries | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 996 |
Level 1 | Short-term marketable securities | U.S. government agency securities | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 0 |
Level 1 | Short-term marketable securities | Corporate debt securities | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 0 |
Level 2 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 43,915 |
Level 2 | Cash Equivalents | Money market funds | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 0 |
Level 2 | Cash Equivalents | Commercial paper | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 17,770 |
Level 2 | Cash Equivalents | U.S. government agency securities | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 6,970 |
Level 2 | Short-term marketable securities | Commercial paper | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 9,802 |
Level 2 | Short-term marketable securities | U.S. government treasuries | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 0 |
Level 2 | Short-term marketable securities | U.S. government agency securities | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 7,198 |
Level 2 | Short-term marketable securities | Corporate debt securities | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 2,175 |
Level 3 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 0 |
Level 3 | Cash Equivalents | Money market funds | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 0 |
Level 3 | Cash Equivalents | Commercial paper | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 0 |
Level 3 | Cash Equivalents | U.S. government agency securities | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 0 |
Level 3 | Short-term marketable securities | Commercial paper | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 0 |
Level 3 | Short-term marketable securities | U.S. government treasuries | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 0 |
Level 3 | Short-term marketable securities | U.S. government agency securities | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 0 |
Level 3 | Short-term marketable securities | Corporate debt securities | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | $ 0 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | $ 50,123 | |
Cash equivalents or marketable securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | $ 0 |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Liabilities fair value disclosure | $ 113 | $ 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 | 113 | 6,447 |
Common Stock Warrant Liabilities Restates | ||
Liabilities: | ||
Liabilities fair value disclosure | 113 | 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 | $ 113 | $ 6,447 |
Fair Value Measurement - Summ_3
Fair Value Measurement - Summary of Changes in Level 3 Warrant liabilities measured at fair value (Details) - Level 3 - Warrant $ in Thousands | 9 Months Ended |
Sep. 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 | (6,334) |
Ending balance | $ 113 |
Fair Value Measurement - Summ_4
Fair Value Measurement - Summary of Fair Value Of Private Warrants was Re-measured Based on the Assumptions (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 $ / shares | Sep. 30, 2021 $ / shares | Dec. 31, 2021 $ / shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Exercise price | $ 4.13 | $ 18.8 | |
Option term (years) | 5 years 9 months 18 days | 5 years 10 months 24 days | |
Volatility (annual) | 83.60% | 77.50% | |
Risk-free rate | 2.50% | 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 | $ 1.38 | $ 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 2 months 12 days | 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) | 58% | 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 | 4.10% | 1.10% |
Available-For Sale Securities -
Available-For Sale Securities - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-Sale [Line Items] | ||
Debt securities, available-for-sale | $ 50,123 | |
Cash equivalents or marketable securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Debt securities, available-for-sale | $ 0 |
Available-For Sale Securities_2
Available-For Sale Securities - Summary of Available For Sale Securities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | $ 50,204 |
Gross Unrealized Gain | 0 |
Gross Unrealized Loss | (81) |
Fair Value | 50,123 |
Cash Equivalents | Money market funds | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | 5,212 |
Gross Unrealized Gain | 0 |
Gross Unrealized Loss | 0 |
Fair Value | 5,212 |
Cash Equivalents | Commercial paper | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | 17,776 |
Gross Unrealized Gain | 0 |
Gross Unrealized Loss | (6) |
Fair Value | 17,770 |
Cash Equivalents | U.S. government agency securities | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | 6,970 |
Gross Unrealized Gain | 0 |
Gross Unrealized Loss | 0 |
Fair Value | 6,970 |
Short-term marketable securities | Commercial paper | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | 9,825 |
Gross Unrealized Gain | 0 |
Gross Unrealized Loss | (23) |
Fair Value | 9,802 |
Short-term marketable securities | U.S. government treasuries | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | 999 |
Gross Unrealized Gain | 0 |
Gross Unrealized Loss | (3) |
Fair Value | 996 |
Short-term marketable securities | U.S. government agency securities | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | 7,229 |
Gross Unrealized Gain | 0 |
Gross Unrealized Loss | (31) |
Fair Value | 7,198 |
Short-term marketable securities | Corporate debt securities | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | 2,193 |
Gross Unrealized Gain | 0 |
Gross Unrealized Loss | (18) |
Fair Value | $ 2,175 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jul. 08, 2022 | Dec. 23, 2020 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 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 | $ 897 | $ 216 | |||
Operating lease liabilities | $ 3,668 | 3,668 | ||||
Operating Right of Use Assets | 3,291 | 3,291 | $ 3,949 | |||
Lessee, operating sub lease, term of contract | 18 months | |||||
Lessee, operating sub lease, rent amount | $ 50,000 | |||||
Sublease Income | 150,000 | 150,000 | ||||
Other Noncurrent Liabilities | ||||||
Loss Contingencies [Line Items] | ||||||
Lease deposit liability | $ 50,000 | $ 50,000 |
Commitments and Contingencies
Commitments and Contingencies - Summary of Quantitative Information About the Company's Operating Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Dec. 23, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lease cost | |||
Operating lease cost | $ 897 | $ 216 | |
Variable lease cost | 0 | 0 | |
Total operating lease expense | $ 1,100 | 897 | 216 |
Operating cash flows from operating leases | 743 | 216 | |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 0 | $ 4,169 | |
Weighted-average remaining lease term – operating leases (years) | 3 years 3 months 18 days | 4 years 3 months 18 days | |
Weighted-average discount rate – operating leases | 8% | 8% |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Lease Payments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
Remaining period ended December 31, 2022 | $ 304 |
Year ended December 31, 2023 | 1,261 |
Year ended December 31, 2024 | 1,284 |
Year ended December 31, 2025 | 1,336 |
Total | 4,185 |
Less present value discount | (517) |
Operating lease liabilities included in the condensed consolidated balance sheet at September 30, 2022 | $ 3,668 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Restricted Stock Activity (Details) - Restricted Stock - $ / shares | 3 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Beginning balance, Shares | 121,990 | 149,483 | 182,686 | 271,927 | 316,547 | 361,168 |
Vested, Shares | (27,494) | (27,493) | (33,203) | (44,621) | (44,620) | (44,621) |
Ending balance, Shares | 94,496 | 121,990 | 149,483 | 227,306 | 271,927 | 316,547 |
Beginning balance, Weighted Average | $ 0.052 | $ 0.049 | $ 0.045 | $ 0.041 | $ 0.037 | $ 0.036 |
Vested, Weighted Average | 0 | 0 | 0 | 0 | 0 | 0 |
Ending balance, Weighted Average | $ 0.056 | $ 0.052 | $ 0.049 | $ 0.047 | $ 0.041 | $ 0.037 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 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 | $ 7.2 | |
Amotization period of unrecognized stock based compensation | 10 months 24 days | |
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 | $ 5,600 | |
Amotization period of unrecognized stock based compensation | 1 year 9 months 18 days | |
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) | 9 Months Ended |
Sep. 30, 2022 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock based compensation | $ | $ 7.2 |
Amotization period of unrecognized stock based compensation | 10 months 24 days |
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 | 219,013 |
Equity Incentive Plans - Schedu
Equity Incentive Plans - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 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 | 1,881 | |
Options cancelled, Stock Options | (965) | |
Outstanding, Stock Options | 4,324 | |
Options vested and exercisable, Stock Options | 2,141 | 3,408 |
Outstanding, Weighted Average Exercise Price | $ 18.74 | |
Options granted, Weighted Average Exercise Price | 4.13 | |
Options cancelled, Aggregate Intrinsic Value | 15.44 | |
Outstanding, Weighted Average Exercise Price | 13.12 | $ 18.74 |
Options vested and exercisable, Weighted Average Exercise Price | $ 18.08 | |
Outstanding, Outstanding, Weighted Average Remaining Contractual Life | 7 years 9 months 18 days | 9 years 2 months 12 days |
Options granted, Weighted Average Remaining Contractual Life | 10 years | |
Outstanding, Outstanding, Weighted Average Remaining Contractual Life | 7 years 9 months 18 days | 9 years 2 months 12 days |
Options vested and exercisable, Weighted Average Remaining Contractual Life | 6 years 3 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 | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Exercise price | $ 4.13 | $ 18.8 |
Expected term (years) | 5 years 9 months 18 days | 5 years 10 months 24 days |
Volatility (annual) | 83.60% | 77.50% |
Risk-free rate | 2.50% | 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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 2,290 | $ 6,075 | $ 10,910 | $ 17,427 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Expense | 938 | 4,000 | 6,622 | 11,078 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Expense | 905 | 2,075 | 3,841 | 6,349 |
Restructuring Charges [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 447 | $ 0 | $ 447 | $ 0 |
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 | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,619 | 6,666 |
Option Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,324 | 3,371 |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (16,879) | $ (24,524) | $ (51,724) | $ (32,834) |
Denominator: | ||||
Weighted Average Number of Shares Outstanding, Basic | 21,083 | 17,694 | 20,992 | 15,941 |
Weighted Average Number of Shares Outstanding, Diluted | 21,083 | 17,694 | 20,992 | 15,941 |
Earnings Per Share, Basic | $ (0.8) | $ (1.39) | $ (2.46) | $ (2.06) |
Earnings Per Share, Diluted | $ (0.8) | $ (1.39) | $ (2.46) | $ (2.06) |