Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 28, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Vincerx Pharma, Inc. | ||
Entity Central Index Key | 0001796129 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 19.8 | ||
Entity Common Stock, Shares Outstanding | 21,245,842 | ||
Entity Shell Company | false | ||
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 Annual Report | true | ||
Document Transition Report | false | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | VINC | ||
Security Exchange Name | NASDAQ | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Firm ID | 100 | ||
Auditor Location | Whippany, New Jersey | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for its 2023 Annual Meeting of Stockholders, which will be filed with the United States Securities and Exchange Commission within 120 days of December 31, 2022, are incorporated by reference into Part III of this Annual Report on Form 10-K . |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 11,663 | $ 111,459 |
Restricted cash | 70 | 105 |
Short-term marketable securities | 40,796 | 0 |
Prepaid expenses | 134 | 182 |
Other current assets | 3,301 | 95 |
Total current assets | 55,964 | 111,841 |
Right-of-use assets, net | 3,064 | 3,949 |
Property, plant and equipment, net | 177 | 233 |
Other assets | 81 | 1,653 |
Total assets | 59,286 | 117,676 |
Current liabilities | ||
Accounts payable | 3,065 | 2,019 |
Accrued expenses | 4,923 | 4,715 |
Lease liability | 1,024 | 738 |
Common stock warrant liabilities | 144 | 6,447 |
Total current liabilities | 9,156 | 13,919 |
Lease liability, net of current portion | 2,412 | 3,436 |
Other noncurrent liabilities | 50 | 0 |
Total liabilities | 11,618 | 17,355 |
Commitments and contingencies—Note 9 | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value; 30,000,000 shares authorized, none issued and outstanding as of December 30, 2022 and 2021 | 0 | 0 |
Common stock, $0.0001 par value; 120,000,000 shares authorized; 21,242,884 shares and 21,057,560 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 2 | 2 |
Additional paid-in capital | 169,030 | 156,311 |
Accumulated other comprehensive loss | (26) | (21) |
Accumulated deficit | (121,338) | (55,971) |
Total stockholders' equity | 47,668 | 100,321 |
Total liabilities and stockholders' equity | $ 59,286 | $ 117,676 |
Consolidated Balance Sheets (P
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 21,242,884 | 21,057,560 |
Common stock shares outstanding | 21,242,884 | 21,057,560 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||
General and administrative | $ 18,953 | $ 22,575 |
Research and development | 52,152 | 40,081 |
Restructuring | 2,469 | 0 |
Total operating expenses | 73,574 | 62,656 |
Loss from operations | (73,574) | (62,656) |
Other income (expense) | ||
Change in fair value of warrant liabilities | 6,303 | 23,358 |
Interest income | 664 | 0 |
Other income (expense), net | 1,240 | (8) |
Total other income (expense) | 8,207 | 23,350 |
Net loss | (65,367) | (39,306) |
Other comprehensive loss: | ||
Net foreign currency translation gain (loss) | 69 | (21) |
Net unrealized loss on marketable securities | (74) | 0 |
Comprehensive loss | $ (65,372) | $ (39,327) |
Net loss per common share, basic | $ (3.11) | $ (2.29) |
Net loss per common share, diluted | $ (3.11) | $ (2.29) |
Weighted average common shares outstanding, basic | 21,029 | 17,176 |
Weighted average common shares outstanding, diluted | 21,029 | 17,176 |
Consolidated Statements of Chan
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 | ||||
Issuance of common stock from private placement, net of transaction costs | 47,431 | $ 1 | 47,430 | ||
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 | ||||
Issuance of common stock from employee stock plans | 351 | 351 | |||
Issuance of common stock from employee stock plans, Shares | 36 | ||||
Reclassification of warrant liabilities to equity due to warrant exercises for cash | 2,503 | 2,503 | |||
Stock-based compensation | 23,313 | 23,313 | |||
Cumulative translation adjustment | (21) | $ (21) | |||
Unrealized loss on marketable securities | 0 | ||||
Net loss | (39,306) | (39,306) | |||
Ending Balance at Dec. 31, 2021 | $ 100,321 | $ 2 | 156,311 | (21) | (55,971) |
Ending Balance, Shares at Dec. 31, 2021 | 21,057 | ||||
Issuance of common stock from warrant exercises, Shares | 2,000 | ||||
Issuance of common stock from employee stock plans | $ 280 | 280 | |||
Issuance of common stock from employee stock plans, Shares | 186 | ||||
Stock-based compensation | 12,439 | 12,439 | |||
Cumulative translation adjustment | 69 | 69 | |||
Unrealized loss on marketable securities | (74) | (74) | |||
Net loss | (65,367) | (65,367) | |||
Ending Balance at Dec. 31, 2022 | $ 47,668 | $ 2 | $ 169,030 | $ (26) | $ (121,338) |
Ending Balance, Shares at Dec. 31, 2022 | 21,243 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Offering costs | $ 3,320 |
Consolidated Statements of Cas
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (65,367) | $ (39,306) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 54 | 25 |
Stock-based compensation | 12,439 | 23,313 |
Amortization of right-of-use assets | 885 | 315 |
Change in fair value of warrant liabilities | (6,303) | (23,358) |
Net amortization of discounts on marketable securities | (292) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid and other current assets | (3,158) | 1,041 |
Other assets | 1,572 | (1,571) |
Accounts payable | 1,046 | 1,528 |
Accrued expenses | 208 | 4,715 |
Lease liability | (738) | (90) |
Other noncurrent liabilities | 50 | 0 |
Due to related parties | 0 | (14) |
Net cash used in operating activities | (59,604) | (33,402) |
Cash Flows from Investing Activities: | ||
Purchases of marketable securities | (42,978) | 0 |
Sales and maturities of marketable securities | 2,400 | 0 |
Research and development-acquired license | 0 | (5,000) |
Capital expenditures | 0 | (258) |
Net cash used in investing activities | (40,578) | (5,258) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock from employee stock plans | 280 | 351 |
Proceeds from private placement, net of transaction costs | 0 | 47,431 |
Proceeds from warrants exercised for cash, net of redemption cost | 0 | 40,671 |
Net cash provided by financing activities | 280 | 88,453 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 71 | (21) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (99,831) | 49,772 |
Cash, cash equivalents and restricted cash at beginning of year | 111,564 | 61,792 |
Cash, cash equivalents and restricted cash at end of year | 11,733 | 111,564 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 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 | $ 4,264 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | 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 4), pursuant to which the Company has been granted an exclusive, royalty-bearing, worldwide license under certain Bayer patents and know-how follow-on The Company’s business operations, and those of third parties with whom the Company conducts 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 | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with GAAP as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). They include the accounts of Vincerx and its wholly-owned subsidiaries VNRX Corp. and Vincerx Pharma GmbH. All intercompany accounts and transactions have been eliminated. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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, 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. Concentrations of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. The Company is subject to risks common to companies in the biotechnology industry, including, but not limited to, development by the Company or its competitors of technological innovations, risks of failure of clinical studies, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and ability to transition from preclinical manufacturing to commercial production of products. The Company’s future product candidates will require approvals from the U.S. Food and Drug Administration and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any product candidates will receive the necessary approvals. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval for any product candidate, it could have a material adverse impact on the Company. 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. Restricted Cash Restricted cash represents cash deposits with a financial institution in support of letters of our corporate credit card program. 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 consolidated balance sheets. Marketable securities with a maturity date greater than 90 days and less than one year at each 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. Property, Plant and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided for using straight-line methods, in amounts sufficient to charge the cost of depreciable assets to operations over their estimated service lives. Repairs and maintenance costs are charged to operations as incurred. The Company assesses its long-lived assets for impairment whenever facts and circumstances indicate that the carrying amounts may not be fully recoverable. To analyze recoverability, the Company projects undiscounted net future cash flows over the remaining lives of such assets. If these projected undiscounted net future cash flows are less than the carrying amounts, an impairment loss would be recognized, resulting in a write-down of the assets with a corresponding charge to earnings. The impairment loss is measured based upon the difference between the carrying amounts and the fair values of the assets. There has been no impairment loss as of December 31, 2022. Fair Value Measurement The Company applies fair value accounting for all financial assets and liabilities measured on a recurring and nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance established a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, used to determine the fair value of its financial instruments. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Level 1—Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. Private Warrant Liability As of December 31, 2022 and 2021, there were 3,295,000 private warrants to purchase common stock outstanding. As of December 31, 2020, there were 10,133,767 warrants outstanding, consisting of 6,563,767 public warrants (which included 2,744,586 public warrants constituting part of the units) and 3,570,000 private warrants. Each unit consisted of one share of common stock and one public warrant exercisable for one-half Each public warrant entitled the registered holder to purchase one-half The private warrants are identical to the warrants underlying the units 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 Business Combination. The Company evaluated the public and private warrants under ASC 815-40, non-permitted fixed-for-fixed 815-40. Since these private warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations at each reporting date. The estimated fair value of the private warrants is determined with Level 3 inputs using Black-Scholes and Monte Carlo simulations. Leases Effective January 1, 2021, the Company adopted FASB ASC Topic 842, “Leases” (“ASC 842”), using the required modified retrospective approach and utilizing the effective date as its date of initial application, for which prior periods are presented in accordance with the previous guidance in ASC 840, “Leases”. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use Operating lease liabilities and their corresponding right-of-use right-of-use In accordance with ASC 842, components of a lease should be allocated between lease components (e.g., land, building, etc.) and non-lease in-substance non-components) non-lease Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as a single operating segment. Research and Development Costs The Company expenses research and development costs as operating expenses as incurred. These expenses include acquired in-process pre-clinical Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards made to employees, directors, and non-employees, The fair value of options granted is estimated on the grant date using the Black-Scholes option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the volatility of the Company’s common stock, and an assumed risk-free interest rate. The Company accounts for forfeitures when they occur. The Company uses the simplified calculation of the expected life, which takes into consideration the grant’s contractual life and vesting period and assumes that all options will be exercised between the vesting date and the contractual term of the option. No awards have been issued with a market condition or other non-standard The estimate for volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. Since these comparable companies operate in the same industry segment, the Company expects that it would share similar characteristics, such as risk profiles, volatility, capital intensity and market growth patterns and drivers. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. Income Taxes Income taxes are recorded in accordance with ASC 740, “Income Taxes” (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse, and net operating loss carryforwards and research and development tax credit (“R&D Credit”) carryforwards. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a full valuation allowance to reduce its net deferred income tax assets to zero. In the event the Company were to determine that it would be able to realize some or all its deferred income tax assets in the future, an adjustment to the deferred income tax asset valuation allowance would increase income in the period such determination was made. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. At December 31, 2022 and 2021, the Company had no liability for income tax associated with uncertain tax positions. The Company would recognize any corresponding interest and penalties associated with its income tax positions in income tax expense. There was no income tax interest or penalties incurred in 2022 or 2021. German Grant Income The Company recognizes grant income in the period when the underlying eligible expenses are incurred. The German government grant program provides for tax refunds or direct reimbursements of eligible research expenses of up to 1.0 million euros per year over a period of six years. The grant was approved in 2022 and is retroactive to 2021. Grant income for the years ended December 31, 2022 and 2021 has been recorded in other income (expense), net on our consolidated statements of operations and comprehensive loss. The corresponding receivable is included within other current assets on our consolidated balance sheet and is expected to be collected within twelve months of the balance sheet date. Foreign Currency Translation and Transactions Our consolidated financial statements are presented in U.S. dollars. The functional currency for our foreign subsidiary is the local currency, or euro. Expenses, gains and losses for this entity are translated into U.S. dollars using average currency exchange rates for the period. Assets and liabilities are translated using exchange rates in effect at the balance sheet date. Foreign currency translation adjustments are recorded as a component of accumulated other comprehensive loss on our consolidated balance sheets. Foreign currency transaction gains and losses on transactions not denominated in the functional currency are recorded in other income (expense), net, on our consolidated statements of operations and comprehensive loss. Comprehensive Income or Loss Comprehensive loss is equal to net loss, net foreign currency translation loss, and net unrealized loss on marketable securities as presented in the accompanying consolidated statements of operations and comprehensive loss. Net Loss per Share of Common Stock Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share adjusts basic earnings per share for the potentially dilutive impact of stock options and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including stock options and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): In May 2021, the FASB issued ASU 2021-04, 470-50), 815-40)”. 2021-04 |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combination As discussed in Note 1, on December 23, 2020, the Company consummated the Business Combination, with Legacy Vincera Pharma surviving the merger as a wholly-owned subsidiary of the Company. Immediately prior to the effective time of the Business Combination, each share of Legacy Vincerx Pharma Common Stock was canceled, and the Legacy Holders received (i) 0.570895 shares of common stock, for each share of Vincera Pharma common stock held by them immediately prior to the effective time of the Business Combination and (ii) certain rights to Earnout Shares after the closing of the Business Combination. The Vincera Pharma stockholders are entitled to receive Earnout Shares if the daily volume-weighted average price of the Company’s common stock equals or exceeds the following prices for any 20 trading days within any 30 trading-day period a pro-rata basis |
Bayer License Agreement
Bayer License Agreement | 12 Months Ended |
Dec. 31, 2022 | |
Bayer License Agreement [Abstract] | |
Bayer License Agreement | 4. Bayer License Agreement On October 7, 2020 , Legacy Vincerx Pharma 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, Legacy Vincerx Pharma has an exclusive, worldwide, royalty-bearing license under certain Bayer patents and know-how to follow-on P-TEFb Following the closing of the Business Combination, the Company paid Bayer a $5.0 million upfront license fee on January 5, 2021. As of December 31, 2022, the Company recorded a $1.0 million development milestone payable to Bayer, included within accrued liabilities, in connection with the Company’s IND filing for VIP 236. Each of these milestone obligations were expensed as incurred. 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. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 5. Restructuring On June 4, 2022, the board of directors of the Company approved a strategic plan to prioritize and focus its resources on certain of its enitociclib clinical studies and its next generation bioconjugation platform and streamline and realign its resources to support these prioritized studies. This plan included a reduction of the Company’s full-time employees by 33% and other cost reduction measures. Affected employees were offered separation benefits, including severance payments, payments to cover premiums for continuation of healthcare coverage for a limited period and in some cases vesting acceleration on certain outstanding stock options. The Company 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 activity in the accrued restructuring balance, included within accrued expenses on the consolidated balance sheet, was as follows for the year ended December 31, 2022 (in thousands): Restructuring Restructuring liabilities at liabilities at January 1, 2022 Charges Cash payments December 31, 2022 Workforce reduction $ — $ 2,022 $ (2,022 ) $ — The Company does not expect to incur additional restructuring charges or cash expenditures associated with this restructuring. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 6. 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 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash Equivalents: Money market funds $ 2,266 $ — $ — $ 2,266 Commercial paper — 4,496 — 4,496 Corporate debt securities — 3,032 — 3,032 Short-term marketable securities: Commercial paper — 15,587 — 15,587 U.S. government treasuries 1,005 — — 1,005 U.S. government agency securities — 16,069 — 16,069 Corporate debt securities — 8,135 — 8,135 Total cash equivalents and marketable securities $ 3,271 $ 47,319 $ — $ 50,590 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 year ended December 31, 2022 and 2021. Fair Value Measured as of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Common stock warrant liabilities $ — $ — $ 144 $ 144 Total fair value $ — $ — $ 144 $ 144 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Common stock warrant liabilities $ — $ — $ 6,447 $ 6,447 Total fair value $ — $ — $ 6,447 $ 6,447 The estimated fair value of the warrant liability for the private warrants at December 31, 2022 and 2021 was determined using Level 3 inputs. Inherent in a Monte Carlo options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on its historical volatility for a time period that approximates the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table presents changes in Level 3 liabilities measured at fair value for the year ended December 31, 2022 and 2021. 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 Liability Balance – January 1, 2021 $ 32,308 Reclassification of warrant liabilities due to warrant exercises (2,503 ) C (23,358 ) Balance – December 31, 2021 6,447 C (6,303 ) Balance – December 31, 2022 $ 144 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 December 31, 2022 and 2021 is as follows: As of December 31, 2022 As of December 31, 2021 Stock price $ 1.02 $ 10.19 Exercise price $ 11.50 $ 11.50 Option term (years) 3.0 4.0 Volatility (annual) 73.7 % 32.5 % Risk-free rate 4.1 % 1.1 % Dividend yield (per share) 0 % 0 % |
Available-For-Sale Securities
Available-For-Sale Securities | 12 Months Ended |
Dec. 31, 2022 | |
Debt Securities, Available-for-Sale [Abstract] | |
Available-For-Sale Securities | 7. Available-For-Sale All marketable securities were considered available-for-sale December 31, 2022 Amortized Cost Gross Unrealized Gross Fair Value Assets: Short-term marketable securities: Commercial paper $ 15,608 $ — $ (21 ) $ 15,587 U.S. government treasuries 1,007 — (2 ) 1,005 U.S. government agency securities 16,105 — (36 ) 16,069 Corporate debt securities 8,149 — (14 ) 8,135 Total marketable securities $ 40,869 $ — $ (73 ) $ 40,796 There were no cash equivalents or marketable securities at December 31, 2021. As of December 31, 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 year ended December 31, 2022. |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | 8. Balance Sheet Details Other current assets consist of the following at December 31 (in thousands): December 31, 2022 December 31, 2021 German grant receivable $ 1,372 $ — Clinical related vendor prepayments 1,560 — Other 369 95 $ 3,301 $ 95 Property, plant and equipment, net consist of the following at December 31 (in thousands): December 31, 2022 December 31, 2021 Estimated Useful Life Furniture and fixtures $ 236 $ 236 5 years Computers 20 22 3-5 years Total 256 258 Less: accumulated depreciation (79 ) (25 ) Total property, plant and equipment, net $ 177 $ 233 Depreciation expense was approximately $54,000 and $25,000 for the years ended December 31, 2022 and 2021, respectively. The following table sets forth the components of accrued expenses at December 31, 2022 and 2021, respectively (in thousands): December 31, 2022 December 31, 2021 Accrued payroll $ 297 $ 531 Accrued bonus 2,042 2,514 Accrued benefits 923 759 Accrued development milestone—Bayer 1,000 — Accrued manufacturing, clinical trial and related 661 911 $ 4,923 $ 4,715 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Litigation The Company is not currently a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. Leases On December 23, 2020, the Company entered into a five-year At December 31, 2022, the Company had operating lease liabilities of approximately $3.4 million and right of use assets of approximately $3.1 million, which were included in the consolidated balance sheets. In connection with our strategic plan and workforce reduction (see note 5), the Company has consolidated its leased office space at its corporate headquarters location. Effective July 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 consolidated statements of operations and comprehensive loss on a straight-line basis as an offset to rent expense. Such payments received in the year ended December 31, 2022 were $0.3 million. The Company also received a $50,000 deposit, recorded as a noncurrent liability in the consolidated balance sheet at December 31, 2022. The following summarizes quantitative information about the Company’s operating leases (dollars in thousands): For the years ended December 31, December 31, 2022 2021 Lease cost Operating lease cost $ 1,196 $ 619 Variable lease cost — — Total operating lease expense $ 1,196 $ 619 Other information Operating cash flows from operating leases $ 1,048 $ 380 Right-of-use $ — $ 4,264 Weighted-average remaining lease term—operating leases 2.9 3.9 Weighted-average discount rate—operating leases 8 % 8 % As of December 31, 2022, future minimum payments during the next three years are as follows (in thousands): Year ended December 31, 2023 $ 1,261 Year ended December 31, 2024 1,284 Year ended December 31, 2025 1,336 Total 3,881 Less present value discount (445 ) Operating lease liabilities included in the Consolidated Balance Sheet at December 31, 2022 $ 3,436 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | 10. 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 December 31, 2022 and 2021, there were 21,242,884 shares and 21,057,560 shares of common stock outstanding, respectively, and no shares of preferred stock outstanding. On April 5, 2021, the Company announced that it would redeem all of its public warrants to purchase shares of the Company’s common stock that were issued under the Warrant Agreement, dated March 5, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, as part of the units sold in the Company’s initial public offering, that remained outstanding and unexercised on May 5, 2021, the redemption date, at a redemption price of $0.01 per public warrant. In addition to the $6.1 million of cash received on April 1, 2021 from the exercise of public warrants in March 2021, prior to the redemption notice, the Company received additional proceeds of approximately $31.4 million from the exercise of additional public warrants during the redemption period. Prior to the redemption date, the units were each separated into one share of common stock and one public warrant. Pursuant to the redemption, a total of 40,491 public warrants were unexercised as of the redemption date and redeemed by the Company at the redemption price of $0.01 per public warrant. During the year ended December 31, 2021, 275,000 private warrants were exercised for approximately $3.2 million. No private warrants were exercised during the year ended December 31, 2022. In September 2021, the Company completed a private placement of 3.5 million shares of common stock at an offering price of $14.50 per share and raised proceeds of approximately $47.4 million, net of transaction costs of approximately $3.3 million, respectively. During the years ended December 31, 2022 and 2021, 183,366 shares and 36,485 shares, respectively, were issued pursuant to the Company’s Employee Stock Purchase Program (“ESPP”) (see Note 11) for approximately $278,000 and $351,000 in proceeds, respectively. Restricted Shares Between July and August 2019, Legacy Vincera Pharma issued 471,850 shares (826,510 shares prior to the effects of the Merger) of restricted stock at par value to certain management persons. All amounts owed for the issuance of these restricted shares were settled in cash in July 2020. The grant date fair value of this restricted stock was approximately $6,000. In May 2020, Legacy Vincera Pharma issued an additional 173,552 shares (304,000 shares prior to the effects of the Merger) of restricted stock at a fair value of $0.07 per share in exchange for services. Pursuant to these restricted share agreements, the term vesting represents the expiration of the Company’s repurchase right for the underlying shares. As of December 31, 2022, there was approximately $5,000 of unrecognized stock-based compensation related to restricted stock that will be amortized in 1.4 years. A summary of restricted stock activity for the years ended December 31, 2022 and 2021 is presented below: Number of Shares Weighted Average Grant Date Fair Value per Share Nonvested at January 1, 2021 361,168 $ 0.036 Vested (178,482 ) — Nonvested at December 31, 2021 182,686 $ 0.045 Vested (115,684 ) — Nonvested at December 31, 2022 67,002 $ 0.065 Warrants As of December 31, 2022, there were 3,295,000 private warrants to purchase common stock outstanding. After the redemption described above, no public warrants remained outstanding at December 31, 2021. 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, 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 6). |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation Equity Incentive Plans In connection with the Business Combination, the stockholders approved the 2020 Plan, which became effective upon the closing of the Business Combination on December 23, 2020. As of December 31, 2022, the Company had 4,540,966 shares of common stock reserved for issuance 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 Plan is as follows (amounts in thousands, except per share amount): Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2021 1,048 $ 19.00 10.0 $ — Options granted 2,367 18.62 — — Options cancelled (7 ) 19.00 — — Outstanding at December 31, 2021 3,408 18.74 9.2 — Options granted 2,509 3.30 — — Options exercised (2 ) 0.82 — — Options cancelled (1,562 ) 15.89 — — Outstanding at December 31, 2022 4,353 $ 10.87 8.6 $ 125 Options vested and exercisable at December 31, 2022 1,973 $ 16.71 7.8 $ 5 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 either two The Company recognized stock-based compensation of approximately $12.4 million and $23.3 million during the year ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the Company had stock-based compensation of approximately $5.2 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 year ended December 31, 2022 and 2021: For the years ended December 31, 2022 2021 Exercise price $ 3.30 $ 18.62 Expected term (years) 5.8 5.9 Volatility (annual) 85.1 % 76.3 % Risk-free rate 2.8 % 0.9 % Dividend yield (per share) 0 % 0 % Total stock-based compensation expense recognized in the accompanying consolidated statements of operations and comprehensive loss for stock option awards is as follows (amounts in thousands): For the years ended December 31, 2022 2021 Research and development $ 7,303 $ 14,988 General and administrative 4,689 8,325 Restructuring 447 — Total stock-based compensation expense $ 12,439 $ 23,313 Employee Stock Purchase Plan The Company’s 2021 Employee Stock Purchase Plan (the “ESPP”) became effective in May 2021 upon stockholder approval and is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. 200,000 of our authorized but unissued or reacquired shares of common stock have been reserved for issuance under the ESPP, plus an additional number of shares to be reserved annually on the first day of each fiscal year from January 1, 2022 through January 1, 2031, equal to the least of (i) one percent (1%) of the outstanding shares of the Company’s common stock on such date, (ii) 500,000 shares, or (iii) a lesser amount determined by the compensation committee or the Company’s board. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount of up to 15% of their eligible compensation through payroll deductions, subject to any plan limitations. The Company’s ESPP consists of a series of offerings of purchase rights to eligible employees, each with a duration of not more than 12 months and purchase dates every six months. The purchase price cannot, under the terms of the ESPP, be less than 85% of the fair market value per share of the Company’s common stock on either the offering date or on the purchase date, whichever is less. If the fair market value of a share of the Company’s common stock on any purchase date within a particular offering period is less than or equal to the fair market value on the start date of that offering period, then the offering period will automatically terminate and the employees in that offering period will automatically be transferred and enrolled in a new offering period which will begin on the next day following such purchase date. As of December 31, 2022, 190,724 shares of common stock were reserved for future issuance under the ESPP. Shares issued under the ESPP were 183,366 and 36,485 shares for the years ended December 31, 2022 and 2021, respectively. The Company recorded approximately $278,000 and $176,000 of stock-based compensation expense for the years ended December 31, 2022 and 2021, respectively, related to the ESPP. |
Net Loss per Share Applicable t
Net Loss per Share Applicable to Common Stockholders | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Applicable to Common Stockholders | 12. 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 years ended December 31, 2022 and 2021, respectively (amounts in thousands, except per share number): For the years ended December 31, 2022 2021 Numerator: Net loss $ (65,367 ) $ (39,306 ) Denominator: Weighted average common shares outstanding, basic and diluted 21,029 17,176 Net loss per common share, basic and diluted $ (3.11) $ (2.29) 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: For the years ended December 31, 2022 2021 Options outstanding 4,353 3,408 Warrants 3,295 3,295 Total 7,648 6,703 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The Company has no provision for income taxes for the year ended December 31, 2022 and 2021. The Company has no current tax expense from losses and no deferred expense from the valuation allowance. Income (loss) before provision for income taxes consisted of the following (amounts in thousands): For the Year Ended 2022 2021 United States $ (61,091 ) $ (39,394 ) International (4,276 ) 88 $ (65,367 ) $ (39,306 ) The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows: For the Year Ended December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.7 % (1.0 %) Change in fair value of warrant liabilities 2.0 % 12.4 % Research and development (0.7 % ) 1.4 % Other (0.1 % ) (1.2 %) Change in valuation allowance (22.9 % ) (32.6 %) Income taxes provision (benefit) 0.0 % 0.0 % Significant components of the Company’s net deferred tax assets as of December 31, 2022 and 2021, are as follows (amounts in thousands): As of December 31, 2022 2021 Deferred tax assets: Net operating loss $ 9,639 $ 4,035 Stock-based compensation 6,620 5,164 Depreciation and amortization 4,198 4,723 Capitalized research and development 7,314 — Research and development credit 1,635 891 Accruals and reserves 471 575 Lease liability 722 877 Total deferred income tax assets 30,599 16,265 Less: Valuation allowances (29,955 ) (15,436 ) Deferred tax assets, net of valuation allowances $ 644 $ 829 Deferred tax liabilities: Right of use asset (644 ) (829 ) Total deferred income tax liabilities $ (644 ) $ (829 ) Net deferred taxes $ — $ — ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because of the Company’s recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance. The Company’s valuation allowance increased by $ million and $ million for the years ended December 31, 2022 and 2021, respectively. Effective for tax years beginning after December 31, 2021, taxpayers are required to capitalize any expenses incurred that are considered incidental to research and experimentation (R&E) activities under IRC Section 174. While taxpayers historically had the option of deducting these expenses under IRC Section 174, the December 2017 Tax Cuts and Jobs Act mandates capitalization and amortization of R&E expenses for tax years beginning after December 31, 2021. Expenses incurred in connection with R&E activities in the U.S. must be amortized over a five-year period and over a fifteen-year period if incurred outside the U.S. R&E activities are broader in scope than qualified research activities considered under IRC Section 41 (relating to the research tax credit). For the year ended December 31, 2022, the Company performed an analysis based on available guidance and determined that it will continue to be in a loss position even after the required capitalization and amortization of its R&E expenses. The Company will continue to monitor this issue for future developments, but it does not expect R&E capitalization and amortization to require it to pay cash taxes now or in the near future. At December As of December 31, 2022, the Company also has Federal and California research and development credits of $ million and $ million, respectively. The federal tax credit carryforwards will expire beginning in , if not utilized. The state tax credit carryforwards do not expire. The following table summarizes activity related to the Company’s gross unrecognized tax benefits (amounts in thousands): Total Balance as of December 31, 2020 $ — Increase/decrease due to prior year positions — Increase/decrease due to current year positions 518 Balance as of December 31, 2021 518 Increase/decrease due to prior year positions ( 164 ) Increase/decrease due to current year positions 625 Balance as of December 31, 2022 $ 979 The unrecognized tax benefits, if recognized, would not have an impact on the Company’s effective tax rate due to the valuation allowance. The Company does not expect a significant change to its unrecognized tax benefits over the next twelve months. The Company files income tax returns in the United States, California and Germany jurisdictions and is not currently under examination by federal, state or local taxing authorities for any open tax years. The tax years through remain open to examination by the major taxing authorities. The Company records interest related to uncertain tax positions as interest, and any penalties are recorded as income tax expense in its consolidated statements of operations and comprehensive loss. Utilization of net operating losses and tax credit carryforwards may be limited by the “ownership change” rules, as defined in Section 382 of the Internal Revenue Code (any such limitation, a “Section 382 limitation”). Similar rules may apply under state tax laws. The Company has not performed an analysis to determine whether an “ownership change” occurred from inception to December 31, 2022. If a change in ownership were to have occurred, additional net operating loss and tax credit carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. ASC 740-10, de-recognition, On March 27, 2020 and December 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security (CARES) Act and the Consolidated Appropriation Act (CAA), respectively, which contain among other matters, numerous income tax provisions. Some of these tax provisions are expected to be effective retroactively for years ending before the date of enactment. The Company has evaluated the current legislation and does not anticipate the CARES Act or the CAA to have a material impact on its consolidated financial statements. On June 29, 2020, California’s Governor Newsom signed AB85 suspending California net operating loss utilization and imposing a cap on the amount of business incentives tax credits (R&D credit) for tax years 2020-2022. Given an expected tax loss for 2022, the suspension does not have a material impact on the Company’s provision for income taxes in its consolidated financial statements. In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with GAAP as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). They include the accounts of Vincerx and its wholly-owned subsidiaries VNRX Corp. and Vincerx Pharma GmbH. All intercompany accounts and transactions have been eliminated. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
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, 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. |
Concentration of Credit Risk | Concentrations of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. The Company is subject to risks common to companies in the biotechnology industry, including, but not limited to, development by the Company or its competitors of technological innovations, risks of failure of clinical studies, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and ability to transition from preclinical manufacturing to commercial production of products. The Company’s future product candidates will require approvals from the U.S. Food and Drug Administration and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any product candidates will receive the necessary approvals. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval for any product candidate, it could have a material adverse impact on the Company. |
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. |
Restricted Cash | Restricted Cash Restricted cash represents cash deposits with a financial institution in support of letters of our corporate credit card program. |
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 consolidated balance sheets. Marketable securities with a maturity date greater than 90 days and less than one year at each 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. |
Property, Plant and Equipment | Property, Plant and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided for using straight-line methods, in amounts sufficient to charge the cost of depreciable assets to operations over their estimated service lives. Repairs and maintenance costs are charged to operations as incurred. The Company assesses its long-lived assets for impairment whenever facts and circumstances indicate that the carrying amounts may not be fully recoverable. To analyze recoverability, the Company projects undiscounted net future cash flows over the remaining lives of such assets. If these projected undiscounted net future cash flows are less than the carrying amounts, an impairment loss would be recognized, resulting in a write-down of the assets with a corresponding charge to earnings. The impairment loss is measured based upon the difference between the carrying amounts and the fair values of the assets. There has been no impairment loss as of December 31, 2022. |
Fair Value Measurement | Fair Value Measurement The Company applies fair value accounting for all financial assets and liabilities measured on a recurring and nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance established a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, used to determine the fair value of its financial instruments. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Level 1—Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. |
Private Warrant Liability | Private Warrant Liability As of December 31, 2022 and 2021, there were 3,295,000 private warrants to purchase common stock outstanding. As of December 31, 2020, there were 10,133,767 warrants outstanding, consisting of 6,563,767 public warrants (which included 2,744,586 public warrants constituting part of the units) and 3,570,000 private warrants. Each unit consisted of one share of common stock and one public warrant exercisable for one-half Each public warrant entitled the registered holder to purchase one-half The private warrants are identical to the warrants underlying the units 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 Business Combination. The Company evaluated the public and private warrants under ASC 815-40, non-permitted fixed-for-fixed 815-40. Since these private warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations at each reporting date. The estimated fair value of the private warrants is determined with Level 3 inputs using Black-Scholes and Monte Carlo simulations. |
Leases | Leases Effective January 1, 2021, the Company adopted FASB ASC Topic 842, “Leases” (“ASC 842”), using the required modified retrospective approach and utilizing the effective date as its date of initial application, for which prior periods are presented in accordance with the previous guidance in ASC 840, “Leases”. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use Operating lease liabilities and their corresponding right-of-use right-of-use In accordance with ASC 842, components of a lease should be allocated between lease components (e.g., land, building, etc.) and non-lease in-substance non-components) non-lease |
Segments | Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as a single operating segment. |
Research and Development Costs | Research and Development Costs The Company expenses research and development costs as operating expenses as incurred. These expenses include acquired in-process pre-clinical |
Stock-Based Compensation | Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards made to employees, directors, and non-employees, The fair value of options granted is estimated on the grant date using the Black-Scholes option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the volatility of the Company’s common stock, and an assumed risk-free interest rate. The Company accounts for forfeitures when they occur. The Company uses the simplified calculation of the expected life, which takes into consideration the grant’s contractual life and vesting period and assumes that all options will be exercised between the vesting date and the contractual term of the option. No awards have been issued with a market condition or other non-standard The estimate for volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. Since these comparable companies operate in the same industry segment, the Company expects that it would share similar characteristics, such as risk profiles, volatility, capital intensity and market growth patterns and drivers. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, “Income Taxes” (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse, and net operating loss carryforwards and research and development tax credit (“R&D Credit”) carryforwards. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a full valuation allowance to reduce its net deferred income tax assets to zero. In the event the Company were to determine that it would be able to realize some or all its deferred income tax assets in the future, an adjustment to the deferred income tax asset valuation allowance would increase income in the period such determination was made. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. At December 31, 2022 and 2021, the Company had no liability for income tax associated with uncertain tax positions. The Company would recognize any corresponding interest and penalties associated with its income tax positions in income tax expense. There was no income tax interest or penalties incurred in 2022 or 2021. |
German Grant Income | German Grant Income The Company recognizes grant income in the period when the underlying eligible expenses are incurred. The German government grant program provides for tax refunds or direct reimbursements of eligible research expenses of up to 1.0 million euros per year over a period of six years. The grant was approved in 2022 and is retroactive to 2021. Grant income for the years ended December 31, 2022 and 2021 has been recorded in other income (expense), net on our consolidated statements of operations and comprehensive loss. The corresponding receivable is included within other current assets on our consolidated balance sheet and is expected to be collected within twelve months of the balance sheet date. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions Our consolidated financial statements are presented in U.S. dollars. The functional currency for our foreign subsidiary is the local currency, or euro. Expenses, gains and losses for this entity are translated into U.S. dollars using average currency exchange rates for the period. Assets and liabilities are translated using exchange rates in effect at the balance sheet date. Foreign currency translation adjustments are recorded as a component of accumulated other comprehensive loss on our consolidated balance sheets. Foreign currency transaction gains and losses on transactions not denominated in the functional currency are recorded in other income (expense), net, on our consolidated statements of operations and comprehensive loss. |
Comprehensive Income or Loss | Comprehensive Income or Loss Comprehensive loss is equal to net loss, net foreign currency translation loss, and net unrealized loss on marketable securities as presented in the accompanying consolidated statements of operations and comprehensive loss. |
Net Loss per Share of Common Stock | Net Loss per Share of Common Stock Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share adjusts basic earnings per share for the potentially dilutive impact of stock options and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including stock options and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): In May 2021, the FASB issued ASU 2021-04, 470-50), 815-40)”. 2021-04 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 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 consolidated balance sheet, was as follows for the year ended December 31, 2022 (in thousands): Restructuring Restructuring liabilities at liabilities at January 1, 2022 Charges Cash payments December 31, 2022 Workforce reduction $ — $ 2,022 $ (2,022 ) $ — |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash Equivalents: Money market funds $ 2,266 $ — $ — $ 2,266 Commercial paper — 4,496 — 4,496 Corporate debt securities — 3,032 — 3,032 Short-term marketable securities: Commercial paper — 15,587 — 15,587 U.S. government treasuries 1,005 — — 1,005 U.S. government agency securities — 16,069 — 16,069 Corporate debt securities — 8,135 — 8,135 Total cash equivalents and marketable securities $ 3,271 $ 47,319 $ — $ 50,590 |
Summary of Liabilities Measured at Fair Value on Recurring Basis | Fair Value Measured as of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Common stock warrant liabilities $ — $ — $ 144 $ 144 Total fair value $ — $ — $ 144 $ 144 Fair Value Measured as of December 31, 2021 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 year ended December 31, 2022 and 2021. 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 Liability Balance – January 1, 2021 $ 32,308 Reclassification of warrant liabilities due to warrant exercises (2,503 ) C (23,358 ) Balance – December 31, 2021 6,447 C (6,303 ) Balance – December 31, 2022 $ 144 |
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 December 31, 2022 and 2021 is as follows: As of December 31, 2022 As of December 31, 2021 Stock price $ 1.02 $ 10.19 Exercise price $ 11.50 $ 11.50 Option term (years) 3.0 4.0 Volatility (annual) 73.7 % 32.5 % Risk-free rate 4.1 % 1.1 % Dividend yield (per share) 0 % 0 % |
Available-For-Sale Securities (
Available-For-Sale Securities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Securities, Available-for-Sale [Abstract] | |
Summary of Available For Sale Securities | All marketable securities were considered available-for-sale December 31, 2022 Amortized Cost Gross Unrealized Gross Fair Value Assets: Short-term marketable securities: Commercial paper $ 15,608 $ — $ (21 ) $ 15,587 U.S. government treasuries 1,007 — (2 ) 1,005 U.S. government agency securities 16,105 — (36 ) 16,069 Corporate debt securities 8,149 — (14 ) 8,135 Total marketable securities $ 40,869 $ — $ (73 ) $ 40,796 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of Other Current Assets | Other current assets consist of the following at December 31 (in thousands): December 31, 2022 December 31, 2021 German grant receivable $ 1,372 $ — Clinical related vendor prepayments 1,560 — Other 369 95 $ 3,301 $ 95 |
Summary Of Property Plant And Equipment | Property, plant and equipment, net consist of the following at December 31 (in thousands): December 31, 2022 December 31, 2021 Estimated Useful Life Furniture and fixtures $ 236 $ 236 5 years Computers 20 22 3-5 years Total 256 258 Less: accumulated depreciation (79 ) (25 ) Total property, plant and equipment, net $ 177 $ 233 |
Summary Of Accrued Expenses | The following table sets forth the components of accrued expenses at December 31, 2022 and 2021, respectively (in thousands): December 31, 2022 December 31, 2021 Accrued payroll $ 297 $ 531 Accrued bonus 2,042 2,514 Accrued benefits 923 759 Accrued development milestone—Bayer 1,000 — Accrued manufacturing, clinical trial and related 661 911 $ 4,923 $ 4,715 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 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 (dollars in thousands): For the years ended December 31, December 31, 2022 2021 Lease cost Operating lease cost $ 1,196 $ 619 Variable lease cost — — Total operating lease expense $ 1,196 $ 619 Other information Operating cash flows from operating leases $ 1,048 $ 380 Right-of-use $ — $ 4,264 Weighted-average remaining lease term—operating leases 2.9 3.9 Weighted-average discount rate—operating leases 8 % 8 % |
Summary of Future Minimum Lease Payments | As of December 31, 2022, future minimum payments during the next three years are as follows (in thousands): Year ended December 31, 2023 $ 1,261 Year ended December 31, 2024 1,284 Year ended December 31, 2025 1,336 Total 3,881 Less present value discount (445 ) Operating lease liabilities included in the Consolidated Balance Sheet at December 31, 2022 $ 3,436 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Summary of Restricted Stock Activity | A summary of restricted stock activity for the years ended December 31, 2022 and 2021 is presented below: Number of Shares Weighted Average Grant Date Fair Value per Share Nonvested at January 1, 2021 361,168 $ 0.036 Vested (178,482 ) — Nonvested at December 31, 2021 182,686 $ 0.045 Vested (115,684 ) — Nonvested at December 31, 2022 67,002 $ 0.065 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | Stock option activity under the Plan is as follows (amounts in thousands, except per share amount): Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2021 1,048 $ 19.00 10.0 $ — Options granted 2,367 18.62 — — Options cancelled (7 ) 19.00 — — Outstanding at December 31, 2021 3,408 18.74 9.2 — Options granted 2,509 3.30 — — Options exercised (2 ) 0.82 — — Options cancelled (1,562 ) 15.89 — — Outstanding at December 31, 2022 4,353 $ 10.87 8.6 $ 125 Options vested and exercisable at December 31, 2022 1,973 $ 16.71 7.8 $ 5 |
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 year ended December 31, 2022 and 2021: For the years ended December 31, 2022 2021 Exercise price $ 3.30 $ 18.62 Expected term (years) 5.8 5.9 Volatility (annual) 85.1 % 76.3 % Risk-free rate 2.8 % 0.9 % Dividend yield (per share) 0 % 0 % |
Summary of Stock Based Compensation Expense | Total stock-based compensation expense recognized in the accompanying consolidated statements of operations and comprehensive loss for stock option awards is as follows (amounts in thousands): For the years ended December 31, 2022 2021 Research and development $ 7,303 $ 14,988 General and administrative 4,689 8,325 Restructuring 447 — Total stock-based compensation expense $ 12,439 $ 23,313 |
Net Loss per Share Applicable_2
Net Loss per Share Applicable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2022 and 2021, respectively (amounts in thousands, except per share number): For the years ended December 31, 2022 2021 Numerator: Net loss $ (65,367 ) $ (39,306 ) Denominator: Weighted average common shares outstanding, basic and diluted 21,029 17,176 Net loss per common share, basic and diluted $ (3.11) $ (2.29) |
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: For the years ended December 31, 2022 2021 Options outstanding 4,353 3,408 Warrants 3,295 3,295 Total 7,648 6,703 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) before Provision for Income Taxes | Income (loss) before provision for income taxes consisted of the following (amounts in thousands): For the Year Ended 2022 2021 United States $ (61,091 ) $ (39,394 ) International (4,276 ) 88 $ (65,367 ) $ (39,306 ) |
Schedule of Effective Income Tax Rate Reconciliation | The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows: For the Year Ended December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.7 % (1.0 %) Change in fair value of warrant liabilities 2.0 % 12.4 % Research and development (0.7 % ) 1.4 % Other (0.1 % ) (1.2 %) Change in valuation allowance (22.9 % ) (32.6 %) Income taxes provision (benefit) 0.0 % 0.0 % |
Schedule of Net Deferred Tax Assets | Significant components of the Company’s net deferred tax assets as of December 31, 2022 and 2021, are as follows (amounts in thousands): As of December 31, 2022 2021 Deferred tax assets: Net operating loss $ 9,639 $ 4,035 Stock-based compensation 6,620 5,164 Depreciation and amortization 4,198 4,723 Capitalized research and development 7,314 — Research and development credit 1,635 891 Accruals and reserves 471 575 Lease liability 722 877 Total deferred income tax assets 30,599 16,265 Less: Valuation allowances (29,955 ) (15,436 ) Deferred tax assets, net of valuation allowances $ 644 $ 829 Deferred tax liabilities: Right of use asset (644 ) (829 ) Total deferred income tax liabilities $ (644 ) $ (829 ) Net deferred taxes $ — $ — |
Schedule of Income Tax Contingencies | The following table summarizes activity related to the Company’s gross unrecognized tax benefits (amounts in thousands): Total Balance as of December 31, 2020 $ — Increase/decrease due to prior year positions — Increase/decrease due to current year positions 518 Balance as of December 31, 2021 518 Increase/decrease due to prior year positions ( 164 ) Increase/decrease due to current year positions 625 Balance as of December 31, 2022 $ 979 |
Nature of Business - Additional
Nature of Business - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Incorporation date | Dec. 19, 2018 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands, € in Millions | 12 Months Ended | |||||
Apr. 05, 2021 | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) shares | Apr. 01, 2021 shares | Dec. 31, 2020 shares | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
No of Warrants outstanding | 3,295,000 | 3,295,000 | ||||
Cash equivalents | $ | $ 0 | |||||
Liability for uncertainty in income taxes | $ | $ 0 | 0 | ||||
Accrued for interest and penalties | $ | 0 | $ 0 | ||||
Federal depository insurance coverage amount | $ | 250,000 | |||||
Asset Impairment Charges | $ | $ 0 | |||||
German grant income | € | € 1 | |||||
Public Warrant | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
No of Warrants outstanding | 0 | 6,563,767 | ||||
No of Warrants outstanding | 2,744,586 | |||||
Shares Issued, Price Per Share | $ / shares | $ 11.5 | |||||
Class of warrants exercised | 40,491 | |||||
Warrents expiration date | May 05, 2021 | |||||
Class of warrant or right redemption threshold trading days | 20 days | 20 days | ||||
Private Warrants | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
No of Warrants outstanding | 3,295,000 | 3,570,000 | ||||
Shares Issued, Price Per Share | $ / shares | $ 11.5 | |||||
Class of warrants exercised | 275,000 | |||||
Warrant expiration term | 5 years | |||||
Class of warrant or right redemption threshold trading days | 20 days | 20 days | ||||
Class of warrant or right redemption threshold consecutive trading days | 30 days | 30 days | ||||
Class of Warrant Or Right Excludes The Warrants Post Business Combination To Remove Cashless Exercise Provision Shares | 500,000 | |||||
Private Warrants | Common Stock | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Share redemption trigger price | $ / shares | $ 20 | |||||
Private Warrants | Rosedale Park LLC [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Class of warrants exercised | 500,000 | |||||
Warrents expiration date | Mar. 05, 2025 | Mar. 05, 2025 | ||||
Private Warrants | LifeSci Holdings LLC [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Class of warrants exercised | 500,000 |
Business Combination - Addition
Business Combination - Additional Information (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares | |
Business Acquisition [Line Items] | |
Business combination share issue ratio | 0.570895 |
Vincera Pharma | |
Business Acquisition [Line Items] | |
Number of consecutive trading days | 20 days |
Number of trading days | 30 days |
Percentage of the earnout shares to be issued to the shareholders of the acquiree company | 90.60% |
Vincera Pharma | Volume Weighted Average Price One | |
Business Acquisition [Line Items] | |
Daily volume weighted average price per share | $ / shares | $ 20 |
Base amount for determining daily volume weighted average price per share | $ | $ 20 |
Vincera Pharma | Volume Weighted Average Price Two | |
Business Acquisition [Line Items] | |
Daily volume weighted average price per share | $ / shares | $ 35 |
Base amount for determining daily volume weighted average price per share | $ | $ 20 |
Vincera Pharma | Volume Weighted Average Price Three | |
Business Acquisition [Line Items] | |
Daily volume weighted average price per share | $ / shares | $ 45 |
Base amount for determining daily volume weighted average price per share | $ | $ 20 |
Bayer License Agreement - Addit
Bayer License Agreement - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 05, 2021 | Dec. 31, 2022 | |
Bayer License Agreement [Line Items] | ||
Date of licence agreement with Bayer | Oct. 07, 2020 | |
Licence fee payable to Bayer | $ 1 | |
Licence fee paid to Bayer | $ 5 | |
Aggregate milestone payments Payable to Bayer | 1,000 | |
Maximum [Member] | ||
Bayer License Agreement [Line Items] | ||
Milestone payments payables per licenced product to Bayer | 318 | |
Minimum [Member] | ||
Bayer License Agreement [Line Items] | ||
Milestone payments payables per licenced product to Bayer | $ 110 |
Restructuring - Schedule Of Acc
Restructuring - Schedule Of Accrued Restructuring and Accrued Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Charges | $ 2,469 | $ 0 |
Workforce Reduction [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance | 0 | |
Charges | 2,022 | |
Cash payments | (2,022) | |
Ending balance | $ 0 | $ 0 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 04, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Percentage of employees reduction | 33% | ||
Restructuring costs expected to be incurred through the year | $ 2,500 | ||
Share-based Payment Arrangement, Expense | 12,439 | $ 23,313 | |
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 | Dec. 31, 2022 USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | $ 50,590 |
Cash Equivalents | Money market funds | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 2,266 |
Cash Equivalents | Commercial paper | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 4,496 |
Cash Equivalents | Corporate debt securities | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 3,032 |
Short-term marketable securities | Commercial paper | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 15,587 |
Short-term marketable securities | U.S. government treasuries | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 1,005 |
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 | 16,069 |
Short-term marketable securities | Corporate debt securities | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 8,135 |
Level 1 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 3,271 |
Level 1 | Cash Equivalents | Money market funds | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 2,266 |
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 | Corporate debt 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 | 1,005 |
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 | 47,319 |
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 | 4,496 |
Level 2 | Cash Equivalents | Corporate debt securities | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 3,032 |
Level 2 | Short-term marketable securities | Commercial paper | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total cash equivalents and marketable securities | 15,587 |
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 | 16,069 |
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 | 8,135 |
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 | Corporate debt 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 - Summ_2
Fair Value Measurement - Summary of Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Liabilities fair value disclosure | $ 144 | $ 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 | 144 | 6,447 |
Common Stock Warrant Liabilities Restates | ||
Liabilities: | ||
Liabilities fair value disclosure | 144 | 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 | $ 144 | $ 6,447 |
Fair Value Measurement - Summ_3
Fair Value Measurement - Summary of Changes in Level 3 Warrant liabilities measured at fair value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Marketable Securities, Unrealized Gain (Loss) | Marketable Securities, Unrealized Gain (Loss) |
Level 3 | Warrant | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 6,447 | $ 32,308 |
Change in fair value | (6,303) | (23,358) |
Reclassification of warrant liabilities due to warrant exercises | (2,503) | |
Ending balance | $ 144 | $ 6,447 |
Fair Value Measurement - Summ_4
Fair Value Measurement - Summary of Fair Value Of Private Warrants was Re-measured Based on the Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Exercise price | $ 3.3 | $ 18.62 |
Option term (years) | 5 years 9 months 18 days | 5 years 10 months 24 days |
Volatility (annual) | 85.10% | 76.30% |
Risk-free rate | 2.80% | 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 | $ 1.02 | $ 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 | 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) | 73.70% | 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% |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | $ 50,590 | |
Cash Equivalents Or Marketable Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | $ 0 |
Available-For-Sale Securities -
Available-For-Sale Securities - Summary of Available For Sale Securities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | $ 40,869 |
Gross Unrealized Gain | 0 |
Gross Unrealized Loss | (73) |
Fair Value | 40,796 |
Short-term marketable securities | Commercial paper | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | 15,608 |
Gross Unrealized Gain | 0 |
Gross Unrealized Loss | (21) |
Fair Value | 15,587 |
Short-term marketable securities | U.S. government treasuries | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | 1,007 |
Gross Unrealized Gain | 0 |
Gross Unrealized Loss | (2) |
Fair Value | 1,005 |
Short-term marketable securities | U.S. government agency securities | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | 16,105 |
Gross Unrealized Gain | 0 |
Gross Unrealized Loss | (36) |
Fair Value | 16,069 |
Short-term marketable securities | Corporate debt securities | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | 8,149 |
Gross Unrealized Gain | 0 |
Gross Unrealized Loss | (14) |
Fair Value | $ 8,135 |
Available-For Sale Securities -
Available-For Sale Securities - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-Sale [Line Items] | ||
Debt securities, available-for-sale | $ 40,796 | |
Cash equivalents or marketable securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Debt securities, available-for-sale | $ 0 |
Balance Sheet Details - Additio
Balance Sheet Details - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Balance Sheet Details [Abstract] | ||
Depreciation Expense | $ 54,000 | $ 25,000 |
Balance Sheet Details - Summary
Balance Sheet Details - Summary of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure Of Balance Sheet Details [Line Items] | ||
Other current assets | $ 3,301 | $ 95 |
Other Current Assets | ||
Disclosure Of Balance Sheet Details [Line Items] | ||
German grant receivable | 1,372 | 0 |
Clinical related vendor prepayments | 1,560 | 0 |
Other | $ 369 | $ 95 |
Balance Sheet Details - Summa_2
Balance Sheet Details - Summary Of Property Plant And Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 256 | $ 258 |
Less: accumulated depreciation | (79) | (25) |
Total property, plant and equipment, net | 177 | 233 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 236 | 236 |
Property plant and equipment, useful life | 5 years | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 20 | $ 22 |
Computer Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, useful life | 5 years | |
Computer Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, useful life | 3 years |
Balance Sheet Details - Summa_3
Balance Sheet Details - Summary Of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 297 | $ 531 |
Accrued bonus | 2,042 | 2,514 |
Accrued benefits | 923 | 759 |
Accrued development milestone—Bayer | 1,000 | 0 |
Accrued manufacturing, clinical trial and related | 661 | 911 |
Total Accrued Liabilities | $ 4,923 | $ 4,715 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 23, 2020 | Jul. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | ||||
Duration of lease agreement | 5 years | |||
Date of lease Commencement | Jan. 01, 2021 | |||
Annual lease rent | $ 1,200 | $ 1,196 | $ 619 | |
Operating lease liabilities | 3,436 | |||
Operating Right of Use Assets | 3,064 | $ 3,949 | ||
Lessee Operating Sub Lease Term Of Contract | 18 months | |||
Lessee, operating sub lease, rent amount | $ 50,000 | |||
Sublease Income | 300 | |||
Other Noncurrent Liabilities [Member] | ||||
Loss Contingencies [Line Items] | ||||
Lease Deposit Liability | $ 50,000 |
Commitments and Contingencies
Commitments and Contingencies - Summary of Quantitative Information About the Company's Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 23, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lease cost | |||
Operating lease cost | $ 1,196 | $ 619 | |
Variable lease cost | 0 | 0 | |
Total operating lease expense | $ 1,200 | 1,196 | 619 |
Operating cash flows from operating leases | 1,048 | 380 | |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 0 | $ 4,264 | |
Weighted-average remaining lease term—operating leases | 2 years 10 months 24 days | 3 years 10 months 24 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 | Dec. 31, 2022 USD ($) |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
Year ended December 31, 2023 | $ 1,261 |
Year ended December 31, 2024 | 1,284 |
Year ended December 31, 2025 | 1,336 |
Total | 3,881 |
Less present value discount | (445) |
Operating lease liabilities included in the Consolidated Balance Sheet at December 31, 2022 | $ 3,436 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Restricted Stock Activity (Details) - Restricted Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning balance, Shares | 182,686 | 361,168 |
Vested, Shares | (115,684) | (178,482) |
Ending balance, Shares | 67,002 | 182,686 |
Beginning balance, Weighted Average | $ 0.045 | $ 0.036 |
Vested, Weighted Average | 0 | 0 |
Ending balance, Weighted Average | $ 0.065 | $ 0.045 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 2 Months Ended | 12 Months Ended | ||||||
Apr. 05, 2021 | Apr. 01, 2021 | May 31, 2020 | Jul. 31, 2019 | Aug. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
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 | $ 5,200,000 | |||||||
Amotization period of unrecognized stock based compensation | 10 months 24 days | |||||||
No of Warrents outstanding | 3,295,000 | 3,295,000 | ||||||
Common stock shares outstanding | 21,242,884 | 21,057,560 | ||||||
Proceeds from warrants exercised for cash | $ 0 | $ 40,671,000 | ||||||
Adjustments to additional paid in capital, warrant issued | 2,503,000 | |||||||
Proceeds from Issuance of Private Placement | $ 0 | $ 47,431,000 | ||||||
Employee Stock Purchase Plan [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Stock issued during period shares employee stock purchase plans | 183,366 | 36,485 | ||||||
Stock issued during period value employee stock purchase plans | $ 278,000,000 | $ 351,000,000 | ||||||
Private Placement [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Shares issued price per warrant | $ 11.5 | |||||||
Public Warrant | ||||||||
Class Of Stock [Line Items] | ||||||||
No of Warrents outstanding | 0 | 6,563,767 | ||||||
Shares issued price per warrant | $ 11.5 | |||||||
Class of warrents exercised | 40,491 | |||||||
Class of warrant or right redemption threshold trading days | 20 days | |||||||
Warrants expiration date | May 05, 2021 | |||||||
Exercise price per share | $ 0.01 | |||||||
Temporary Equity, Redemption Price Per Share | $ 0.01 | |||||||
Proceeds from warrants exercised for cash | $ 6,100,000 | |||||||
Adjustments to additional paid in capital, warrant issued | $ 31,400,000 | |||||||
Private Warrants | ||||||||
Class Of Stock [Line Items] | ||||||||
No of Warrents outstanding | 3,295,000 | 3,570,000 | ||||||
Common stock conversion | each private warrant is exercisable for one share of common stock at an exercise price of $11.50 | |||||||
Shares issued price per warrant | $ 11.5 | |||||||
Class of warrents exercised | 275,000 | |||||||
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 | |||||||
Proceeds from Issuance of Common Stock | $ 3,200,000 | |||||||
ClassOfWarrantOrRightExercisedDuringThePeriod | 0 | |||||||
Private Warrants | Rosedale Park LLC [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Class of warrents exercised | 500,000 | |||||||
Warrants 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 | $ 5,000 | |||||||
Amotization period of unrecognized stock based compensation | 1 year 4 months 24 days | |||||||
Stock Issued During Period, Shares, Reverse Stock Splits | (826,510) | |||||||
Issuance of restricted stock, Shares | 471,850 | |||||||
Fair value of restricted stock | $ 6,000 | |||||||
Stock issued for services | 173,552 | |||||||
Stock issued per share | $ 0.07 | |||||||
Restricted Stock | Vincera Pharma [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Stock Issued During Period, Shares, Reverse Stock Splits | (304,000) | |||||||
Common Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Issuance of common stock | 3,500 | |||||||
Common Stock | Private Placement [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Issuance of common stock | 3,500,000 | |||||||
Share price | $ 14.5 | |||||||
Proceeds from Issuance of Private Placement | $ 47,400,000 | |||||||
Payments of Stock Issuance Costs | $ 3,300,000 | |||||||
Common Stock | Private Warrants | ||||||||
Class Of Stock [Line Items] | ||||||||
Share redemption trigger price | $ 20 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 12 Months Ended | |||
May 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized stock based compensation | $ 5,200,000 | |||
Amotization period of unrecognized stock based compensation | 10 months 24 days | |||
Stock based compensation expense | $ 12,439,000 | $ 23,313,000 | ||
Share-based Payment Arrangement, Expense | 12,439,000 | 23,313,000 | ||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized stock based compensation | $ 5,000 | |||
Amotization period of unrecognized stock based compensation | 1 year 4 months 24 days | |||
Stock based compensation expense | $ 12,400,000 | $ 23,300,000 | ||
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 500,000 | |||
Employee Stock Option [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 3 years | |||
Employee Stock Option [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 2 years | |||
Twenty Thousand Twenty Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares of common stock reserved for issuance | 4,540,966 | |||
Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares of common stock reserved for issuance | 190,724 | 200,000 | ||
Employee stock purchase plan annual increase shares percentage | 1% | |||
Employee stock purchase plan annual increase shares, shares | 500,000 | |||
Share based compensation arrangement by share based payment award, discount from market price | 15% | |||
Purchase price of common stock expressed as a percentage of its fair value | 85% | |||
Stock issued during period shares employee stock purchase plans | 183,366 | 36,485 | ||
Share-based Payment Arrangement, Expense | $ 278,000,000 | $ 176,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding, Stock Options | 3,408 | 1,048 | |
Options granted, Stock Options | 2,509,000 | 2,367,000 | |
Options exercised, Stock Options | (2,000) | ||
Options cancelled, Stock Options | (1,562,000) | (7,000) | |
Outstanding, Stock Options | 4,353 | 3,408 | 1,048 |
Options vested and exercisable, Stock Options | 1,973,000 | ||
Outstanding, Weighted Average Exercise Price | $ 18.74 | $ 19 | |
Options granted, Weighted Average Exercise Price | 3.3 | 18.62 | |
Options exercised, Weighted Average Exercise Price | 0.82 | ||
Options cancelled, Weighted Average Exercise Price | 15.89 | 19 | |
Outstanding, Weighted Average Exercise Price | 10.87 | $ 18.74 | $ 19 |
Options vested and exercisable, Weighted Average Exercise Price (in years) | $ 16.71 | ||
Outstanding, Outstanding, Weighted Average Remaining Contractual Life (in years) | 8 years 7 months 6 days | 9 years 2 months 12 days | 10 years |
Outstanding, Outstanding, Weighted Average Remaining Contractual Life (in years) | 8 years 7 months 6 days | 9 years 2 months 12 days | 10 years |
Options vested and exercisable, Weighted Average Remaining Contractual Life (in years) | 7 years 9 months 18 days | ||
Outstanding, Aggregate Intrinsic Value | $ 125 | ||
Options vested and exercisable, Aggregate Intrinsic Value | $ 5 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - 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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Exercise price | $ 3.3 | $ 18.62 |
Expected term (years) | 5 years 9 months 18 days | 5 years 10 months 24 days |
Volatility (annual) | 85.10% | 76.30% |
Risk-free rate | 2.80% | 0.90% |
Dividend yield (per share) | 0% | 0% |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Employee Service Share Based Compensation Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 12,439 | $ 23,313 |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Payment Arrangement, Expense | 7,303 | 14,988 |
General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Payment Arrangement, Expense | 4,689 | 8,325 |
Restructuring Charges [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 447 | $ 0 |
Net Loss per Share Applicable_3
Net Loss per Share Applicable to Common Stockholders - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (65,367) | $ (39,306) |
Denominator: | ||
Weighted Average Number of Shares Outstanding, Basic | 21,029 | 17,176 |
Weighted Average Number of Shares Outstanding, Diluted | 21,029 | 17,176 |
Earnings Per Share, Basic | $ (3.11) | $ (2.29) |
Earnings Per Share, Diluted | $ (3.11) | $ (2.29) |
Net Loss per Share Applicable_4
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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,648 | 6,703 |
Option Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,353 | 3,408 |
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 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | ||
United States | $ (61,091) | $ (39,394) |
International | (4,276) | 88 |
Total | $ (65,367) | $ (39,306) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
State taxes, net of federal tax benefit | 0.70% | (1.00%) |
Change in fair value of warrant liabilities | 2% | 12.40% |
Research and development | (0.70%) | 1.40% |
Other | (0.10%) | (1.20%) |
Change in valuation allowance | (22.90%) | (32.60%) |
Income taxes provision (benefit) | 0% | 0% |
Income Taxes - Schedule of Def
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss | $ 9,639,000 | $ 4,035,000 |
Stock-based compensation | 6,620,000 | 5,164,000 |
Depreciation and amortization | 4,198,000 | 4,723,000 |
Capitalized research and development | 7,314,000 | 0 |
Research and development credit | 1,635,000 | 891,000 |
Accruals and reserves | 471,000 | 575,000 |
Lease liability | 722,000 | 877,000 |
Total deferred income tax assets | 30,599,000 | 16,265,000 |
Less: Valuation allowances | (29,955,000) | (15,436,000) |
Deferred tax assets, net of valuation allowances | 644,000 | 829,000 |
Deferred tax liabilities: | ||
Right of use asset | (644,000) | (829,000) |
Total deferred income tax liabilities | (644,000) | (829,000) |
Net deferred taxes | $ 0 | $ 0 |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Uncertainties [Abstract] | ||
Unrecognized Tax Benefits | $ 518 | $ 0 |
Unrecognized Tax Benefits, Increase Decrease Resulting From Prior Period Tax Positions | (164) | 0 |
Unrecognized Tax Benefits, Increase Decrease Resulting From Current Period Tax Positions | 625 | 518 |
Unrecognized Tax Benefits | $ 979 | $ 518 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Provision for income tax | $ 0 | $ 0 | |
Current tax expense | 0 | ||
Deferred tax assets valuation allowance | $ 0 | 0 | 0 |
Increase in valuation allowance | $ 14,500,000 | $ 12,400,000 | |
Tax credit carry forward expiration year | 2039 days | ||
Minimum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Open Tax Year | 2019 | ||
Maximum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Open Tax Year | 2022 | ||
U.S. Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforward | $ 38,400,000 | $ 38,400,000 | |
State | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carry forward expiration year | 2039 days | ||
Net operating loss carryforward | 700,000 | $ 700,000 | |
Research [Member] | U.S. Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Tax carry forward | 1,800,000 | 1,800,000 | |
Research [Member] | State | |||
Operating Loss Carryforwards [Line Items] | |||
Tax carry forward | $ 1,000,000 | $ 1,000,000 |