Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 26, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
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 | $ 23 | ||
Entity Common Stock, Shares Outstanding | 21,413,389 | ||
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, $0.0001 par value per share | ||
Trading Symbol | VINC | ||
Security Exchange Name | NASDAQ | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Firm ID | 100 | ||
Auditor Location | East Brunswick, New Jersey | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for its 2024 Annual Meeting of Stockholders, which will be filed with the United States Securities and Exchange Commission within 120 days of December 31, 2023, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Document Financial Statement Error Correction [Flag] | true | ||
Document Financial Statement Restatement Recovery Analysis [Flag] | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 12,782 | $ 11,663 |
Restricted cash | 72 | 70 |
Short-term marketable securities | 0 | 40,796 |
Prepaid expenses | 51 | 134 |
Grant receivable | 1,044 | 1,372 |
Other current assets | 784 | 1,929 |
Total current assets | 14,733 | 55,964 |
Right-of-use assets, net | 2,201 | 3,064 |
Property, plant and equipment, net | 125 | 177 |
Other assets | 1,158 | 81 |
Total assets | 18,217 | 59,286 |
Current liabilities | ||
Accounts payable | 2,497 | 4,065 |
Accrued expenses | 1,755 | 3,923 |
Lease liability | 1,162 | 1,024 |
Common stock warrant liabilities | 191 | 144 |
Total current liabilities | 5,605 | 9,156 |
Lease liability, net of current portion | 1,340 | 2,412 |
Other noncurrent liabilities | 50 | 50 |
Total liabilities | 6,995 | 11,618 |
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, 2023 and 2022 | 0 | 0 |
Common stock, $0.0001 par value; 120,000,000 shares authorized; 21,407,510 shares and 21,242,884 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 2 | 2 |
Additional paid-in capital | 170,324 | 166,647 |
Accumulated other comprehensive income (loss) | 8 | (26) |
Accumulated deficit | (159,112) | (118,955) |
Total stockholders' equity | 11,222 | 47,668 |
Total liabilities and stockholders' equity | $ 18,217 | $ 59,286 |
Consolidated Balance Sheets (P
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
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 | 21,407,510 | 21,242,884 |
Common stock shares outstanding | 21,407,510 | 21,242,884 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating expenses: | ||
General and administrative | $ 13,636 | $ 18,885 |
Research and development | 28,973 | 49,837 |
Restructuring | 0 | 2,469 |
Total operating expenses | 42,609 | 71,191 |
Loss from operations | (42,609) | (71,191) |
Other income (expense) | ||
Change in fair value of warrant liabilities | (47) | 6,303 |
Interest income | 1,251 | 664 |
Other income (expense), net | 1,248 | 1,240 |
Total other income (expense) | 2,452 | 8,207 |
Net loss | (40,157) | (62,984) |
Other comprehensive income (loss): | ||
Net foreign currency translation gain (loss) | (40) | 69 |
Net unrealized gain (loss) on marketable securities | 74 | (74) |
Comprehensive loss | $ (40,123) | $ (62,989) |
Net loss per common share, basic | $ (1.89) | $ (3) |
Net loss per common share, diluted | $ (1.89) | $ (3) |
Weighted average common shares outstanding, basic | 21,295 | 21,029 |
Weighted average common shares outstanding, diluted | 21,295 | 21,029 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2021 | $ 100,321 | $ 2 | $ 156,311 | $ (21) | $ (55,971) |
Beginning Balance, Shares at Dec. 31, 2021 | 21,057 | ||||
Issuance of common stock from employee stock plans | 280 | 280 | |||
Issuance of common stock from employee stock plans, Shares | 186 | ||||
Stock-based compensation | 10,056 | 10,056 | |||
Cumulative translation adjustment | 69 | 69 | |||
Unrealized gain (loss) on marketable securities | (74) | (74) | |||
Net loss | (62,984) | (62,984) | |||
Ending Balance at Dec. 31, 2022 | 47,668 | $ 2 | 166,647 | (26) | (118,955) |
Ending Balance, Shares at Dec. 31, 2022 | 21,243 | ||||
Issuance of common stock from employee stock plans | 114 | 114 | |||
Issuance of common stock from employee stock plans, Shares | 165 | ||||
Stock-based compensation | 3,563 | 3,563 | |||
Cumulative translation adjustment | (40) | (40) | |||
Unrealized gain (loss) on marketable securities | 74 | 74 | |||
Net loss | (40,157) | (40,157) | |||
Ending Balance at Dec. 31, 2023 | $ 11,222 | $ 2 | $ 170,324 | $ 8 | $ (159,112) |
Ending Balance, Shares at Dec. 31, 2023 | 21,408 |
Consolidated Statements of Cas
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net loss | $ (40,157) | $ (62,984) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 52 | 54 |
Stock-based compensation | 3,563 | 10,056 |
Amortization of right-of-use assets | 863 | 885 |
Change in fair value of warrant liability | 47 | (6,303) |
Net amortization of discounts on marketable securities | (630) | (292) |
Changes in operating assets and liabilities: | ||
Prepaid and other current assets | 1,228 | (3,158) |
Grant receivable | 328 | 200 |
Other assets | (1,077) | 1,372 |
Accounts payable | (1,568) | 1,046 |
Accrued expenses | (2,168) | 208 |
Lease liabilities | (934) | (738) |
Other noncurrent liabilities | 0 | 50 |
Net cash used in operating activities | (40,453) | (59,604) |
Cash Flows from Investing Activities: | ||
Purchases of marketable securities | (11,821) | (42,978) |
Sales and maturities of marketable securities | 53,321 | 2,400 |
Net cash provided by (used in) investing activities | 41,500 | (40,578) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock from employee stock plans | 114 | 280 |
Net cash provided by financing activities | 114 | 280 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (40) | 71 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 1,121 | (99,831) |
Cash, cash equivalents and restricted cash at beginning of year | 11,733 | 111,564 |
Cash, cash equivalents and restricted cash at end of year | 12,854 | 11,733 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | $ 0 | $ 0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (40,157) | $ (62,984) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 | |
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 accounting principles generally accepted in the United States of America (“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., Vincerx Pharma GmbH and Vincerx Pharma Australia Pty Limited. All intercompany accounts and transactions have been eliminated. Liquidity and Going Concern As of December 31, 2023, the Company had approximately $12.8 million in cash and cash equivalents. The Company has incurred recurring operating losses and negative cash flows from operating activities since its inception and expects to continue to incur operating losses and negative cash flows in the future. Based on current business plans and assumptions, the Company believes that its existing cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements into early third quarter 2024, although this estimate is based on plans and assumptions that may prove to be wrong, and the Company could use its available capital resources sooner than it currently expects. Accordingly, the Company will need to raise additional capital through public or private equity offerings, debt financings, collaborations and licensing arrangements, or other sources, and such additional capital may not be available on favorable terms or at all, particularly in light of the current economic and market conditions. Market volatility resulting from pandemics or other epidemics, inflation and other economic and market conditions, the wars in Ukraine and Israel, the inability to maintain the listing on The Nasdaq Capital Market of the Company’s common stock, and other factors could also adversely impact the Company’s ability to raise additional capital. The failure to raise additional capital as and when needed or on acceptable terms would have a negative impact on the Company’s financial condition and the ability to pursue its business strategy, and the Company may have to reduce its workforce or delay, reduce the scope of, suspend, or eliminate one or more preclinical programs, clinical trials, or future commercialization efforts, or curtail its business operations. In accordance with Accounting Standards Update (“ASU”) 2014-15, 205-40), w ill one-year The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business, and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. Revision of Previously Reported Consolidated Financial Statements In connection with the preparation of the consolidated financial statements as of and for the year ended December 31, 2023, the Company identified an error in the computation of stock-based compensation that resulted in an overstatement of stock-based compensation of approximately $2.4 million for the year ended December 31, 2022. This error resulted from the erroneous inclusion of unvested forfeited awards that should have been excluded in the calculation of stock-based compensation. As a result, net loss for the year ended December 31, 2022 and the balances of accumulated deficit and additional paid in capital at December 31, 2022 were also overstated. The error did not impact the Company’s cash flows from operating activities, financing activities and investing activities. Management assessed the materiality of this presentation on prior period consolidated financial statements in accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” codified in ASC 250, Accounting Changes and Error Corrections period financial statements impacted for this error. The impact of the revision on the 2022 consolidated financial statements is as follows: As of December 31, 2022 As Previously Reported Revision As Revised Balance Sheet Stockholders’ equity Preferred stock - $ 0.0001 par value $ — $ — $ — Common stock - $ 0.0001 par value 2 — 2 Additional paid-in-capital 169,030 (2,383 ) 166,647 Accumulated other comprehensive loss (26 ) (26 ) Accumulated deficit (121,338 ) 2,383 (118,955 ) Total stockholders’ equity 47,668 — 47,668 Total liabilities and stockholders’ equity $ 59,286 $ — $ 59,286 Year Ended December 31, 2022 As Previously Revision As Revised (In thousands, except per share amounts) Statement of Operations and Comprehensive Loss Operating expenses $ 73,574 $ (2,383 ) $ 71,191 Loss from operations (73,574 ) 2,383 (71,191 ) Other income (expense): Change in fair value of warrant liabilities 6,303 — 6,303 Interest income 664 — 664 Other income (expense), net 1,240 — 1,240 Total other income 8,207 — 8,207 Net loss $ (65,367 ) $ 2,383 $ (62,984 ) Comprehensive loss $ (65,372 ) $ 2,383 $ (62,989 ) Net loss per common share, basic and diluted $ (3.11 ) $ (0.11 ) $ (3.00 ) Weighted average common shares outstanding, basic and diluted 21,029 — 21,029 The impact of the revision on quarterly unaudited consolidated financial statements is as follows : , and understated by approximately $0.1 million in the fourth quarter of 2022. a d a d , , and overstated by approximately $0.7 million in the third quarter of 2023 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 consolidated c onsolidated nce Reclassifications Certain previously reported financial information has been reclassified to conform to the current period presentation. The impact of reclassifications was not significant to the prior year’s overall presentation. These reclassifications had no effect on the reported results of operations. 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. Restricted Cash Restricted cash represents cash deposits with a financial institution in support of the Company’s 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, plant and equipment are stated at cost, less accumulated depreciation and amortization. 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, 2023. 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, 2023 and 2022, 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 that such redemption rights could not be exercised during the first 12 months following the closing of the Business Combination unless the sales price of the Company’s common stock had 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 notice of redemption), 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. Holdings LLC, which were amended in connection with the Business Combination to remove the cashless exercise provision and include a redemption provision, as described above. Since these private warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the consolidated balance sheets at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss 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 The 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) 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, 2023 and 2022, 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 2023 or 2022. German Grant Income In accordance with ASC 958, the research expenses Foreign Currency Translation and Transactions The consolidated financial statements are presented in U.S. dollars. The functional currency for the Company’s foreign subsidiaries is the local currency. 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 the Company’s 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 the consolidated statements of operations and comprehensive loss. Comprehensive Income or Loss Comprehensive loss is equal to net loss, net foreign currency translation gain (loss), and net unrealized gain (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 November 2023, Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07 2023-07 In December 2023, FASB issued ASU No. 2023-09 2023-09 |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2023 | |
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 Vincera Pharma Common Stock was canceled, and the Legacy Holders received (i) 0.570895 shares of common stock, for each share of Legacy 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 Legacy Holders 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 u |
Bayer License Agreement
Bayer License Agreement | 12 Months Ended |
Dec. 31, 2023 | |
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. During 2022 and 2023, the Company recorded $1.0 million in development milestones payable to Bayer in connection with the Company’s IND filings for VIP236 and VIP943, respectively. 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, 2023 | |
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 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 Charges Cash payments Restructuring 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, 2023 | |
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, 2023 Level 1 Level 2 Level 3 Total Assets: Cash Equivalents: Money market funds $ 4,682 $ — $ — $ 4,682 U.S. government treasuries 6,233 — — 6,233 U.S. government agency securities — 999 — 999 Total cash equivalents $ 10,915 $ 999 $ — $ 11,914 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 marketable securities at December 31, 2023. 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 years ended December 31, 2023 and 2022. Fair Value Measured as of December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Common stock warrant liabilities $ — $ — $ 191 $ 191 Total fair value $ — $ — $ 191 $ 191 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 The estimated fair value of the warrant liability for the private warrants at December 31, 2023 and 2022 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 years ended December 31, 2023 and 2022. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs (in thousands). Warrant Balance – January 1, 2022 $ 6,447 Change (6,303 ) Balance – December 31, 2022 144 Change 47 Balance – December 31, 2023 $ 191 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, 2023 and 2022 is as follows: As of As of Stock price $ 1.18 $ 1.02 Exercise price $ 11.50 $ 11.50 Option term (years) 2.0 3.0 Volatility (annual) 90.9 % 73.7 % Risk-free rate 4.2 % 4.1 % Dividend yield (per share) 0 % 0 % |
Available-For-Sale Securities
Available-For-Sale Securities | 12 Months Ended |
Dec. 31, 2023 | |
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 Gross 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 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, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | 8. Balance Sheet Details Other current assets consist of the following at December 31, 2023 and 2022 (in thousands): December 31, December 31, Clinical related vendor prepayments $ 407 $ 1,560 Payroll tax refund receivable 250 — Other 127 369 $ 784 $ 1,929 Property, plant and equipment, net consist of the following at December 31, 2023 and 2022 (in thousands): December 31, December 31, Estimated Furniture and fixtures $ 236 $ 236 5 years Computers 20 20 3-5 years Total 256 256 Less: accumulated depreciation (131 ) (79 ) Total property, plant and equipment, net $ 125 $ 177 Depreciation expense was approximately $52,000 and $54,000 for the years ended December 31, 2023 and 2022, respectively. The following table sets forth the components of accrued expenses at December 31, 2023 and 2022, respectively (in thousands): December 31, December 31, Accrued payroll $ 332 $ 297 Accrued bonus — 2,042 Accrued benefits 918 923 Accrued manufacturing, clinical trial and related 505 661 $ 1,755 $ 3,923 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
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 term lease agreement which commenced on January 1, 2021. In April and May, 2021, the lease was amended to include additional space. The annual rent expense is approximately $1.2 million. At December 31, 2023, the Company had operating lease liabilities of approximately $2.5 million and right of use assets of approximately $2.2 million, which were included in the consolidated balance sheets. In connection with the Company’s strategic plan and workforce reduction (see N The following summarizes quantitative information about the Company’s operating leases (dollars in thousands): For the years ended December 31, 2023 December 31, 2022 Lease cost Operating lease cost $ 1,196 $ 1,196 Variable lease cost — — Total operating lease expense $ 1,196 $ 1,196 Other information Operating cash flows from operating leases $ 1,270 $ 1,048 Right-of-use $ — $ — Weighted-average remaining lease term—operating leases 2.0 2.9 Weighted-average discount rate—operating leases 8 % 8 % As of December 31, 2023, future minimum payments during the next three years are as follows (in thousands): Year ended December 31, 2024 $ 1,320 Year ended December 31, 2025 1,372 Year ended December 31, 2026 28 Total 2,720 Less present value discount (218 ) Operating lease liabilities included in the Consolidated Balance Sheet at December 31, 2023 $ 2,502 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022, there were 21,407,510 shares and 21,242,884 shares of common stock outstanding, respectively, and no shares of preferred stock outstanding. 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 years ended December 31, 2023 and December 31, 2022. During the years ended December 31, 2023 and 2022, 161,668 shares and 183,366 shares, respectively, were issued pursuant to the Company’s Employee Stock Purchase Program (“ESPP”) (see Note 11) for approximately $112,000 and $278,000 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, 2023, there was approximately $1,600 of unrecognized stock-based compensation related to restricted stock that will be amortized in 0.4 years. A summary of restricted stock activity for the years ended December 31, 2023 and 2022 is presented below: Number of Shares Weighted Average Nonvested at January 1, 2022 182,686 $ 0.045 Vested (115,684 ) — Nonvested at December 31, 2022 67,002 $ 0.065 Vested (48,940 ) — Nonvested at December 31, 2023 18,062 $ 0.103 Warrants As of December 31, 2023, 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, 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 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, 2023 | |
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, 2023, the Company had 5,600,152 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 Weighted Weighted Aggregate Outstanding at January 1, 2022 3,408 $ 18.74 10.0 $ — 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 — Options granted 1,131 1.22 — — Options exercised (3 ) 0.82 — — Options cancelled (262 ) 11.74 — — Outstanding at December 31, 2023 5,219 $ 8.74 8.1 $ 134 Options vested and exercisable at December 31, 2023 3,628 $ 11.25 7.8 $ 73 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 As of December 31, 2023, the Company had stock-based compensation of approximately $0.7 million related to unvested stock options not yet recognized that are expected to be recognized over an estimated weighted average period of 0.6 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 years ended December 31, 2023 and 2022: For the years ended 2023 2022 Exercise price $ 0.90 $ 3.30 Expected term (years) 5.6 5.8 Volatility (annual) 89.5 % 85.1 % Risk-free rate 4.0 % 2.8 % 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 2023 2022 Research and development $ 1,712 $ 4,988 General and administrative 1,851 4,621 Restructuring — 447 Total stock-based compensation expense $ 3,563 $ 10,056 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 the Company’s 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 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, 2023, 241,484 shares of common stock were reserved for future issuance under the ESPP. Shares issued under the ESPP were 161,668 and 183,366 shares for the years ended December 31, 2023 and 2022, respectively. The Company recorded approximately $133,000 and $278,000 of stock-based compensation expense for the years ended December 31, 2023 and 2022, respectively, related to the ESPP. |
Net Loss per Share Applicable t
Net Loss per Share Applicable to Common Stockholders | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022, respectively (amounts in thousands, except per share number): For the years ended 2023 2022 Numerator: Net loss $ (40,157 ) $ (62,984 ) Denominator: Weighted average common shares outstanding, basic and diluted 21,295 21,029 Net loss per common share, basic and diluted $ (1.89 ) $ (3.00 ) 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 2023 2022 Options outstanding 5,219 4,353 Warrants 3,295 3,295 Restricted stock 18 67 Total 8,532 7,715 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The Company has no provision for income taxes for the years ended December 31, 2023 and 2022. 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 2023 2022 United States $ (35,281 ) $ (58,708 ) International (4,876 ) (4,276 ) $ (40,157 ) $ (62,984 ) 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 2023 2022 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.1 % 0.7 % Change in fair value of warrant liabilities — % 2.0 % Research and development 2.0 % (0.7 %) Other 0.5 % (0.1 %) Change in valuation allowance (23.6 %) (22.9 %) Income taxes provision (benefit) 0.0 % 0.0 % Significant components of the Company’s net deferred tax assets as of December 31, 2023 and 2022, are as follows (amounts in thousands): As of December 31, 2023 2022 Deferred tax assets: Net operating loss $ 15,475 $ 9,639 Stock-based compensation 5,235 5,025 Depreciation and amortization — 4,198 Capitalized research and development 14,734 7,314 Research and development credit 2,231 1,635 Accruals and reserves 137 471 Lease liability 462 722 Total deferred income tax assets 38,274 29,004 Less: Valuation allowances (37,748 ) (28,360 ) Deferred tax assets, net of valuation allowances $ 526 $ 644 Deferred tax liabilities: Right of use asset (526 ) (644 ) Total deferred income tax liabilities $ (526 ) $ (644 ) 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 $9.4 million and $12.9 million for the years ended December 31, 2023 and 2022, 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, 2023, 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 31, 2023, the Company had federal and state net operating loss carryforwards of approximately $59.2 million and $0.7 million, respectively. The federal net operating loss carryforwards can be carried forward indefinitely, with certain limitations. A portion of the state net operating loss carryforwards will expire beginning in 2039, if not utilized. As of December 31, 2023, the Company also has Federal and California research and development credits of $2.6 million and $1.1 million, respectively. The federal tax credit carryforwards will expire beginning in 2039, 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, 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 Increase/decrease due to prior year positions — Increase/decrease due to current year positions 259 Balance as of December 31, 2023 $ 1,238 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 2019 through 2023 remain open to examination by the major taxing authorities. In addition, net operating losses arising from prior years are also subject to examination at the time they are utilized in future years. 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, 2023. If a change in ASC 740-10, de-recognition, |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“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., Vincerx Pharma GmbH and Vincerx Pharma Australia Pty Limited. All intercompany accounts and transactions have been eliminated. |
Liquidity and Going Concern | Liquidity and Going Concern As of December 31, 2023, the Company had approximately $12.8 million in cash and cash equivalents. The Company has incurred recurring operating losses and negative cash flows from operating activities since its inception and expects to continue to incur operating losses and negative cash flows in the future. Based on current business plans and assumptions, the Company believes that its existing cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements into early third quarter 2024, although this estimate is based on plans and assumptions that may prove to be wrong, and the Company could use its available capital resources sooner than it currently expects. Accordingly, the Company will need to raise additional capital through public or private equity offerings, debt financings, collaborations and licensing arrangements, or other sources, and such additional capital may not be available on favorable terms or at all, particularly in light of the current economic and market conditions. Market volatility resulting from pandemics or other epidemics, inflation and other economic and market conditions, the wars in Ukraine and Israel, the inability to maintain the listing on The Nasdaq Capital Market of the Company’s common stock, and other factors could also adversely impact the Company’s ability to raise additional capital. The failure to raise additional capital as and when needed or on acceptable terms would have a negative impact on the Company’s financial condition and the ability to pursue its business strategy, and the Company may have to reduce its workforce or delay, reduce the scope of, suspend, or eliminate one or more preclinical programs, clinical trials, or future commercialization efforts, or curtail its business operations. In accordance with Accounting Standards Update (“ASU”) 2014-15, 205-40), w ill one-year The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business, and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. |
Revision of Previously Reported Consolidated Financial Statements | Revision of Previously Reported Consolidated Financial Statements In connection with the preparation of the consolidated financial statements as of and for the year ended December 31, 2023, the Company identified an error in the computation of stock-based compensation that resulted in an overstatement of stock-based compensation of approximately $2.4 million for the year ended December 31, 2022. This error resulted from the erroneous inclusion of unvested forfeited awards that should have been excluded in the calculation of stock-based compensation. As a result, net loss for the year ended December 31, 2022 and the balances of accumulated deficit and additional paid in capital at December 31, 2022 were also overstated. The error did not impact the Company’s cash flows from operating activities, financing activities and investing activities. Management assessed the materiality of this presentation on prior period consolidated financial statements in accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” codified in ASC 250, Accounting Changes and Error Corrections period financial statements impacted for this error. The impact of the revision on the 2022 consolidated financial statements is as follows: As of December 31, 2022 As Previously Reported Revision As Revised Balance Sheet Stockholders’ equity Preferred stock - $ 0.0001 par value $ — $ — $ — Common stock - $ 0.0001 par value 2 — 2 Additional paid-in-capital 169,030 (2,383 ) 166,647 Accumulated other comprehensive loss (26 ) (26 ) Accumulated deficit (121,338 ) 2,383 (118,955 ) Total stockholders’ equity 47,668 — 47,668 Total liabilities and stockholders’ equity $ 59,286 $ — $ 59,286 Year Ended December 31, 2022 As Previously Revision As Revised (In thousands, except per share amounts) Statement of Operations and Comprehensive Loss Operating expenses $ 73,574 $ (2,383 ) $ 71,191 Loss from operations (73,574 ) 2,383 (71,191 ) Other income (expense): Change in fair value of warrant liabilities 6,303 — 6,303 Interest income 664 — 664 Other income (expense), net 1,240 — 1,240 Total other income 8,207 — 8,207 Net loss $ (65,367 ) $ 2,383 $ (62,984 ) Comprehensive loss $ (65,372 ) $ 2,383 $ (62,989 ) Net loss per common share, basic and diluted $ (3.11 ) $ (0.11 ) $ (3.00 ) Weighted average common shares outstanding, basic and diluted 21,029 — 21,029 The impact of the revision on quarterly unaudited consolidated financial statements is as follows : , and understated by approximately $0.1 million in the fourth quarter of 2022. a d a d , , and overstated by approximately $0.7 million in the third quarter of 2023 |
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 consolidated c onsolidated nce |
Reclassifications | Reclassifications Certain previously reported financial information has been reclassified to conform to the current period presentation. The impact of reclassifications was not significant to the prior year’s overall presentation. These reclassifications had no effect on the reported results of operations. |
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. |
Restricted Cash | Restricted Cash Restricted cash represents cash deposits with a financial institution in support of the Company’s 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, plant and equipment are stated at cost, less accumulated depreciation and amortization. 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, 2023. |
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, 2023 and 2022, 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 that such redemption rights could not be exercised during the first 12 months following the closing of the Business Combination unless the sales price of the Company’s common stock had 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 notice of redemption), 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. Holdings LLC, which were amended in connection with the Business Combination to remove the cashless exercise provision and include a redemption provision, as described above. Since these private warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the consolidated balance sheets at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss 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 The 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) 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, 2023 and 2022, 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 2023 or 2022. |
German Grant Income | German Grant Income In accordance with ASC 958, the research expenses |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The consolidated financial statements are presented in U.S. dollars. The functional currency for the Company’s foreign subsidiaries is the local currency. 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 the Company’s 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 the 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 gain (loss), and net unrealized gain (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 November 2023, Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07 2023-07 In December 2023, FASB issued ASU No. 2023-09 2023-09 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Statement of Financial Position [Abstract] | |
Summary of Impact of Restatement on The Balance Sheet of The Company | As of December 31, 2022 As Previously Reported Revision As Revised Balance Sheet Stockholders’ equity Preferred stock - $ 0.0001 par value $ — $ — $ — Common stock - $ 0.0001 par value 2 — 2 Additional paid-in-capital 169,030 (2,383 ) 166,647 Accumulated other comprehensive loss (26 ) (26 ) Accumulated deficit (121,338 ) 2,383 (118,955 ) Total stockholders’ equity 47,668 — 47,668 Total liabilities and stockholders’ equity $ 59,286 $ — $ 59,286 |
Summary of Tabular Form of Impact of Restatement on The Income Statement | Year Ended December 31, 2022 As Previously Revision As Revised (In thousands, except per share amounts) Statement of Operations and Comprehensive Loss Operating expenses $ 73,574 $ (2,383 ) $ 71,191 Loss from operations (73,574 ) 2,383 (71,191 ) Other income (expense): Change in fair value of warrant liabilities 6,303 — 6,303 Interest income 664 — 664 Other income (expense), net 1,240 — 1,240 Total other income 8,207 — 8,207 Net loss $ (65,367 ) $ 2,383 $ (62,984 ) Comprehensive loss $ (65,372 ) $ 2,383 $ (62,989 ) Net loss per common share, basic and diluted $ (3.11 ) $ (0.11 ) $ (3.00 ) Weighted average common shares outstanding, basic and diluted 21,029 — 21,029 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 Charges Cash payments Restructuring Workforce reduction $ — $ 2,022 $ (2,022 ) $ — |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 Level 1 Level 2 Level 3 Total Assets: Cash Equivalents: Money market funds $ 4,682 $ — $ — $ 4,682 U.S. government treasuries 6,233 — — 6,233 U.S. government agency securities — 999 — 999 Total cash equivalents $ 10,915 $ 999 $ — $ 11,914 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, 2023 Level 1 Level 2 Level 3 Total Liabilities: Common stock warrant liabilities $ — $ — $ 191 $ 191 Total fair value $ — $ — $ 191 $ 191 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 |
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 years ended December 31, 2023 and 2022. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs (in thousands). Warrant Balance – January 1, 2022 $ 6,447 Change (6,303 ) Balance – December 31, 2022 144 Change 47 Balance – December 31, 2023 $ 191 |
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, 2023 and 2022 is as follows: As of As of Stock price $ 1.18 $ 1.02 Exercise price $ 11.50 $ 11.50 Option term (years) 2.0 3.0 Volatility (annual) 90.9 % 73.7 % Risk-free rate 4.2 % 4.1 % Dividend yield (per share) 0 % 0 % |
Available-For-Sale Securities (
Available-For-Sale Securities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Securities, Available-for-Sale [Abstract] | |
Summary of Available For Sale Securities | All marketable securities were considered available-for-sale December 31, 2022 Amortized Gross 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, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of Other Current Assets | Other current assets consist of the following at December 31, 2023 and 2022 (in thousands): December 31, December 31, Clinical related vendor prepayments $ 407 $ 1,560 Payroll tax refund receivable 250 — Other 127 369 $ 784 $ 1,929 |
Summary Of Property Plant And Equipment | Property, plant and equipment, net consist of the following at December 31, 2023 and 2022 (in thousands): December 31, December 31, Estimated Furniture and fixtures $ 236 $ 236 5 years Computers 20 20 3-5 years Total 256 256 Less: accumulated depreciation (131 ) (79 ) Total property, plant and equipment, net $ 125 $ 177 |
Summary Of Accrued Expenses | The following table sets forth the components of accrued expenses at December 31, 2023 and 2022, respectively (in thousands): December 31, December 31, Accrued payroll $ 332 $ 297 Accrued bonus — 2,042 Accrued benefits 918 923 Accrued manufacturing, clinical trial and related 505 661 $ 1,755 $ 3,923 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 December 31, 2022 Lease cost Operating lease cost $ 1,196 $ 1,196 Variable lease cost — — Total operating lease expense $ 1,196 $ 1,196 Other information Operating cash flows from operating leases $ 1,270 $ 1,048 Right-of-use $ — $ — Weighted-average remaining lease term—operating leases 2.0 2.9 Weighted-average discount rate—operating leases 8 % 8 % |
Summary of Future Minimum Lease Payments | As of December 31, 2023, future minimum payments during the next three years are as follows (in thousands): Year ended December 31, 2024 $ 1,320 Year ended December 31, 2025 1,372 Year ended December 31, 2026 28 Total 2,720 Less present value discount (218 ) Operating lease liabilities included in the Consolidated Balance Sheet at December 31, 2023 $ 2,502 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Summary of Restricted Stock Activity | A summary of restricted stock activity for the years ended December 31, 2023 and 2022 is presented below: Number of Shares Weighted Average Nonvested at January 1, 2022 182,686 $ 0.045 Vested (115,684 ) — Nonvested at December 31, 2022 67,002 $ 0.065 Vested (48,940 ) — Nonvested at December 31, 2023 18,062 $ 0.103 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 Weighted Weighted Aggregate Outstanding at January 1, 2022 3,408 $ 18.74 10.0 $ — 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 — Options granted 1,131 1.22 — — Options exercised (3 ) 0.82 — — Options cancelled (262 ) 11.74 — — Outstanding at December 31, 2023 5,219 $ 8.74 8.1 $ 134 Options vested and exercisable at December 31, 2023 3,628 $ 11.25 7.8 $ 73 |
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 years ended December 31, 2023 and 2022: For the years ended 2023 2022 Exercise price $ 0.90 $ 3.30 Expected term (years) 5.6 5.8 Volatility (annual) 89.5 % 85.1 % Risk-free rate 4.0 % 2.8 % 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 2023 2022 Research and development $ 1,712 $ 4,988 General and administrative 1,851 4,621 Restructuring — 447 Total stock-based compensation expense $ 3,563 $ 10,056 |
Net Loss per Share Applicable_2
Net Loss per Share Applicable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022, respectively (amounts in thousands, except per share number): For the years ended 2023 2022 Numerator: Net loss $ (40,157 ) $ (62,984 ) Denominator: Weighted average common shares outstanding, basic and diluted 21,295 21,029 Net loss per common share, basic and diluted $ (1.89 ) $ (3.00 ) |
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 2023 2022 Options outstanding 5,219 4,353 Warrants 3,295 3,295 Restricted stock 18 67 Total 8,532 7,715 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 United States $ (35,281 ) $ (58,708 ) International (4,876 ) (4,276 ) $ (40,157 ) $ (62,984 ) |
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 2023 2022 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.1 % 0.7 % Change in fair value of warrant liabilities — % 2.0 % Research and development 2.0 % (0.7 %) Other 0.5 % (0.1 %) Change in valuation allowance (23.6 %) (22.9 %) 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, 2023 and 2022, are as follows (amounts in thousands): As of December 31, 2023 2022 Deferred tax assets: Net operating loss $ 15,475 $ 9,639 Stock-based compensation 5,235 5,025 Depreciation and amortization — 4,198 Capitalized research and development 14,734 7,314 Research and development credit 2,231 1,635 Accruals and reserves 137 471 Lease liability 462 722 Total deferred income tax assets 38,274 29,004 Less: Valuation allowances (37,748 ) (28,360 ) Deferred tax assets, net of valuation allowances $ 526 $ 644 Deferred tax liabilities: Right of use asset (526 ) (644 ) Total deferred income tax liabilities $ (526 ) $ (644 ) 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, 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 Increase/decrease due to prior year positions — Increase/decrease due to current year positions 259 Balance as of December 31, 2023 $ 1,238 |
Nature of Business - Additional
Nature of Business - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Incorporation date | Dec. 19, 2018 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands, € in Millions | 3 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 EUR (€) | Dec. 31, 2022 USD ($) shares | Jan. 31, 2023 $ / shares shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
No of Warrants outstanding | 3,295,000 | 3,295,000 | 3,295,000 | 10,133,767 | ||||||||
Cash equivalents | $ | $ 12,800 | |||||||||||
Federal depository insurance coverage amount | $ | 250,000 | |||||||||||
German grant income | € | € 1 | |||||||||||
Share-based Payment Arrangement, Expense | $ | $ 3,563 | $ 10,056 | ||||||||||
Government Assistance, Statement of Income or Comprehensive Income [Extensible Enumeration] | Research and Development Expense (Excluding Acquired in Process Cost) | Research and Development Expense (Excluding Acquired in Process Cost) | ||||||||||
Current asset [Member] | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
German grant income | $ | $ 1,000 | |||||||||||
Other Assets [Member] | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
German grant income | $ | 1,000 | |||||||||||
Revision of Prior Period, Adjustment [Member] | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Share-based Payment Arrangement, Expense | $ | $ 700 | $ 400 | $ 300 | $ 100 | $ 300 | $ 2,200 | ||||||
Share Based Payments [Member] | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Share-based Payment Arrangement, Expense | $ | $ 2,400 | |||||||||||
Public Warrant [Member] | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
No of Warrants outstanding | 0 | 0 | 6,563,767 | |||||||||
No of Warrants outstanding | 2,744,586 | |||||||||||
Shares Issued, Price Per Share | $ / shares | $ 11.5 | |||||||||||
Class of warrant or right redemption threshold trading days | 20 days | 20 days | ||||||||||
Private Warrants [Member] | ||||||||||||
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 [Member] | Common Stock [Member] | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Share redemption trigger price | $ / shares | $ 20 | $ 20 | ||||||||||
Private Warrants [Member] | Rosedale Park LLC [Member] | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Class of warrants exercised | 500,000 | 500,000 | ||||||||||
Warrents expiration date | Mar. 05, 2025 | Mar. 05, 2025 | ||||||||||
Private Warrants [Member] | LifeSci Holdings LLC [Member] | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Class of warrants exercised | 500,000 | 500,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Impact of Restatement on The Balance Sheet of The Company (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Stockholders' equity | |||
Preferred stock - $ 0.0001 par value | $ 0 | $ 0 | |
Common stock - $ 0.0001 par value | 2 | 2 | |
Additional paid-in-capital | 170,324 | 166,647 | |
Accumulated other comprehensive loss | 8 | (26) | |
Accumulated deficit | (159,112) | (118,955) | |
Total stockholders' equity | 11,222 | 47,668 | $ 100,321 |
Total liabilities and stockholders' equity | $ 18,217 | 59,286 | |
Previously Reported [Member] | |||
Stockholders' equity | |||
Preferred stock - $ 0.0001 par value | 0 | ||
Common stock - $ 0.0001 par value | 2 | ||
Additional paid-in-capital | 169,030 | ||
Accumulated other comprehensive loss | (26) | ||
Accumulated deficit | (121,338) | ||
Total stockholders' equity | 47,668 | ||
Total liabilities and stockholders' equity | 59,286 | ||
Revision of Prior Period, Adjustment [Member] | |||
Stockholders' equity | |||
Preferred stock - $ 0.0001 par value | 0 | ||
Common stock - $ 0.0001 par value | 0 | ||
Additional paid-in-capital | (2,383) | ||
Accumulated deficit | 2,383 | ||
Total stockholders' equity | 0 | ||
Total liabilities and stockholders' equity | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Impact of Restatement on The Balance Sheet of The Company (Parenthetical) (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Impact Of Restatement On The Balance Sheet Of The Company [Abstract] | ||
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Tabular Form of Impact of Restatement on The Income Statement (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure In Tabular Form Of Impact Of Restatement On The Income Statement [Line Items] | ||
Operating expenses | $ 42,609 | $ 71,191 |
Loss from operations | (42,609) | (71,191) |
Other income (expense): | ||
Change in fair value of warrant liabilities | (47) | 6,303 |
Interest income | 1,251 | 664 |
Other income (expense), net | 1,248 | 1,240 |
Total other income (expense) | 2,452 | 8,207 |
Net loss | (40,157) | (62,984) |
Comprehensive loss | $ (40,123) | $ (62,989) |
Net loss per common share, basic | $ (1.89) | $ (3) |
Net loss per common share, diluted | $ (1.89) | $ (3) |
Weighted average common shares outstanding, basic | 21,295 | 21,029 |
Weighted average common shares outstanding, diluted | 21,295 | 21,029 |
Scenario Previously Reported [Member] | ||
Disclosure In Tabular Form Of Impact Of Restatement On The Income Statement [Line Items] | ||
Operating expenses | $ 73,574 | |
Loss from operations | (73,574) | |
Other income (expense): | ||
Change in fair value of warrant liabilities | 6,303 | |
Interest income | 664 | |
Other income (expense), net | 1,240 | |
Total other income (expense) | 8,207 | |
Net loss | (65,367) | |
Comprehensive loss | $ (65,372) | |
Net loss per common share, basic | $ (3.11) | |
Net loss per common share, diluted | $ (3.11) | |
Weighted average common shares outstanding, basic | 21,029 | |
Weighted average common shares outstanding, diluted | 21,029 | |
Restatement Adjustment [Member] | ||
Disclosure In Tabular Form Of Impact Of Restatement On The Income Statement [Line Items] | ||
Operating expenses | $ (2,383) | |
Loss from operations | 2,383 | |
Other income (expense): | ||
Change in fair value of warrant liabilities | 0 | |
Interest income | 0 | |
Other income (expense), net | 0 | |
Total other income (expense) | 0 | |
Net loss | 2,383 | |
Comprehensive loss | $ 2,383 | |
Net loss per common share, basic | $ (0.11) | |
Net loss per common share, diluted | $ (0.11) | |
Weighted average common shares outstanding, basic | 0 | |
Weighted average common shares outstanding, diluted | 0 |
Business Combination - Addition
Business Combination - Additional Information (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares | |
Business Acquisition [Line Items] | |
Business combination share issue ratio | 0.570895 |
Vincera Pharma [Member] | |
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 [Member] | Volume Weighted Average Price One [Member] | |
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 [Member] | Volume Weighted Average Price Two [Member] | |
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 [Member] | Volume Weighted Average Price Three [Member] | |
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, 2023 | Dec. 31, 2022 | |
Bayer License Agreement [Line Items] | |||
Date of licence agreement with Bayer | Oct. 07, 2020 | ||
Licence fee payable to Bayer | $ 1 | $ 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, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Charges | $ 0 | $ 2,469 |
Workforce Reduction [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance | $ 0 | 0 |
Charges | 2,022 | |
Cash payments | (2,022) | |
Ending balance | $ 0 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 04, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Percentage of employees reduction | 33% | ||
Restructuring costs expected to be incurred through the year | $ 2,500 | ||
Share-based Payment Arrangement, Expense | 3,563 | $ 10,056 | |
Employee Stock Option [Member] | |||
Share-based Payment Arrangement, Expense | $ 500 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Fair Value Assets Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | $ 50,590 | |
Cash Equivalents [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | $ 11,914 | |
Cash Equivalents [Member] | Money market funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 4,682 | 2,266 |
Cash Equivalents [Member] | Commercial paper [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 4,496 | |
Cash Equivalents [Member] | U.S. government treasuries [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 6,233 | |
Cash Equivalents [Member] | U.S. government agency securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 999 | |
Cash Equivalents [Member] | Corporate debt securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 3,032 | |
Short-term marketable securities [Member] | Commercial paper [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 15,587 | |
Short-term marketable securities [Member] | U.S. government treasuries [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 1,005 | |
Short-term marketable securities [Member] | U.S. government agency securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 16,069 | |
Short-term marketable securities [Member] | Corporate debt securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 8,135 | |
Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 3,271 | |
Level 1 [Member] | Cash Equivalents [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 10,915 | |
Level 1 [Member] | Cash Equivalents [Member] | Money market funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 4,682 | 2,266 |
Level 1 [Member] | Cash Equivalents [Member] | Commercial paper [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 0 | |
Level 1 [Member] | Cash Equivalents [Member] | U.S. government treasuries [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 6,233 | |
Level 1 [Member] | Cash Equivalents [Member] | U.S. government agency securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 0 | |
Level 1 [Member] | Cash Equivalents [Member] | Corporate debt securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 0 | |
Level 1 [Member] | Short-term marketable securities [Member] | Commercial paper [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 0 | |
Level 1 [Member] | Short-term marketable securities [Member] | U.S. government treasuries [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 1,005 | |
Level 1 [Member] | Short-term marketable securities [Member] | U.S. government agency securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 0 | |
Level 1 [Member] | Short-term marketable securities [Member] | Corporate debt securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 0 | |
Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 47,319 | |
Level 2 [Member] | Cash Equivalents [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 999 | |
Level 2 [Member] | Cash Equivalents [Member] | Money market funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 0 | 0 |
Level 2 [Member] | Cash Equivalents [Member] | Commercial paper [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 4,496 | |
Level 2 [Member] | Cash Equivalents [Member] | U.S. government treasuries [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 0 | |
Level 2 [Member] | Cash Equivalents [Member] | U.S. government agency securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 999 | |
Level 2 [Member] | Cash Equivalents [Member] | Corporate debt securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 3,032 | |
Level 2 [Member] | Short-term marketable securities [Member] | Commercial paper [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 15,587 | |
Level 2 [Member] | Short-term marketable securities [Member] | U.S. government treasuries [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 0 | |
Level 2 [Member] | Short-term marketable securities [Member] | U.S. government agency securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 16,069 | |
Level 2 [Member] | Short-term marketable securities [Member] | Corporate debt securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 8,135 | |
Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 0 | |
Level 3 [Member] | Cash Equivalents [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 0 | |
Level 3 [Member] | Cash Equivalents [Member] | Money market funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 0 | 0 |
Level 3 [Member] | Cash Equivalents [Member] | Commercial paper [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 0 | |
Level 3 [Member] | Cash Equivalents [Member] | U.S. government treasuries [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 0 | |
Level 3 [Member] | Cash Equivalents [Member] | U.S. government agency securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | $ 0 | |
Level 3 [Member] | Cash Equivalents [Member] | Corporate debt securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 0 | |
Level 3 [Member] | Short-term marketable securities [Member] | Commercial paper [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 0 | |
Level 3 [Member] | Short-term marketable securities [Member] | U.S. government treasuries [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 0 | |
Level 3 [Member] | Short-term marketable securities [Member] | U.S. government agency securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 0 | |
Level 3 [Member] | Short-term marketable securities [Member] | Corporate debt securities [Member] | ||
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 [Member] - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Liabilities fair value disclosure | $ 191 | $ 144 |
Level 1 [Member] | ||
Liabilities: | ||
Liabilities fair value disclosure | 0 | 0 |
Level 2 [Member] | ||
Liabilities: | ||
Liabilities fair value disclosure | 0 | 0 |
Level 3 [Member] | ||
Liabilities: | ||
Liabilities fair value disclosure | 191 | 144 |
Common Stock Warrant Liabilities Restates [Member] | ||
Liabilities: | ||
Liabilities fair value disclosure | 191 | 144 |
Common Stock Warrant Liabilities Restates [Member] | Level 1 [Member] | ||
Liabilities: | ||
Liabilities fair value disclosure | 0 | 0 |
Common Stock Warrant Liabilities Restates [Member] | Level 2 [Member] | ||
Liabilities: | ||
Liabilities fair value disclosure | 0 | 0 |
Common Stock Warrant Liabilities Restates [Member] | Level 3 [Member] | ||
Liabilities: | ||
Liabilities fair value disclosure | $ 191 | $ 144 |
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, 2023 | Dec. 31, 2022 | |
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 [Member] | Warrant [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 144 | $ 6,447 |
Change in fair value | 47 | (6,303) |
Ending balance | $ 191 | $ 144 |
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, 2023 $ / shares | Dec. 31, 2022 $ / shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Exercise price | $ 0.9 | $ 3.3 |
Option term (years) | 5 years 7 months 6 days | 5 years 9 months 18 days |
Volatility (annual) | 89.50% | 85.10% |
Risk-free rate | 4% | 2.80% |
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 | $ 1.18 | $ 1.02 |
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) | 2 years | 3 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) | 90.90% | 73.70% |
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 | 4.20% | 4.10% |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | $ 50,590 | |
Marketable Securities [Member] | Debt 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 [Member] | Commercial paper [Member] | |
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 [Member] | U.S. government treasuries [Member] | |
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 [Member] | U.S. government agency securities [Member] | |
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 [Member] | Corporate debt securities [Member] | |
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) $ in Thousands | Dec. 31, 2023 USD ($) |
Available-for-Sale Securities [Member] | |
Debt Securities, Available-for-Sale [Line Items] | |
Marketable securities | $ 0 |
Balance Sheet Details - Additio
Balance Sheet Details - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Balance Sheet Details [Abstract] | ||
Depreciation Expense | $ 52,000 | $ 54,000 |
Balance Sheet Details - Summary
Balance Sheet Details - Summary of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jan. 31, 2023 | Dec. 31, 2022 |
Disclosure Of Balance Sheet Details [Line Items] | |||
Other current assets | $ 784 | $ 1,929 | |
Other Current Assets [Member] | |||
Disclosure Of Balance Sheet Details [Line Items] | |||
Clinical related vendor prepayments | 407 | 1,560 | |
Payroll tax refund receivable | 250 | $ 0 | |
Other | $ 127 | $ 369 |
Balance Sheet Details - Summa_2
Balance Sheet Details - Summary Of Property Plant And Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 256 | $ 256 |
Less: accumulated depreciation | (131) | (79) |
Total property, plant and equipment, net | 125 | 177 |
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 | $ 20 |
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, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 332 | $ 297 |
Accrued bonus | 0 | 2,042 |
Accrued benefits | 918 | 923 |
Accrued manufacturing, clinical trial and related | 505 | 661 |
Total Accrued Liabilities | $ 1,755 | $ 3,923 |
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, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | ||||
Duration of lease agreement | 5 years | |||
Date of lease Commencement | Jan. 01, 2021 | |||
Annual lease rent | $ 1,200 | $ 1,196 | $ 1,196 | |
Operating lease liabilities | 2,502 | |||
Operating Right of Use Assets | 2,201 | 3,064 | ||
Lessee Operating Sub Lease Term Of Contract | 18 months | |||
Lessee, operating sub lease, rent amount | $ 50,000 | |||
Sublease Income | 600 | $ 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, 2023 | Dec. 31, 2022 | |
Lease cost | |||
Operating lease cost | $ 1,196 | $ 1,196 | |
Variable lease cost | 0 | 0 | |
Total operating lease expense | $ 1,200 | 1,196 | 1,196 |
Operating cash flows from operating leases | 1,270 | 1,048 | |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 0 | $ 0 | |
Weighted-average remaining lease term—operating leases | 2 years | 2 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, 2023 USD ($) |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
Year ended December 31, 2024 | $ 1,320 |
Year ended December 31, 2025 | 1,372 |
Year ended December 31, 2026 | 28 |
Total | 2,720 |
Less present value discount | (218) |
Operating lease liabilities included in the Consolidated Balance Sheet at December 31, 2022 | $ 2,502 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Restricted Stock Activity (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning balance, Shares | 67,002 | 182,686 |
Vested, Shares | (48,940) | (115,684) |
Ending balance, Shares | 18,062 | 67,002 |
Beginning balance, Weighted Average | $ 0.065 | $ 0.045 |
Vested, Weighted Average | 0 | 0 |
Ending balance, Weighted Average | $ 0.103 | $ 0.065 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 2 Months Ended | 12 Months Ended | ||||||
May 31, 2020 | Jul. 31, 2019 | Aug. 31, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2023 | 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 | $ 700,000 | |||||||
Amotization period of unrecognized stock based compensation | 7 months 6 days | |||||||
No of Warrents outstanding | 3,295,000 | 3,295,000 | 10,133,767 | |||||
Common stock shares outstanding | 21,407,510 | 21,242,884 | ||||||
Employee Stock Purchase Plan [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Stock issued during period shares employee stock purchase plans | 161,668 | 183,366 | ||||||
Stock issued during period value employee stock purchase plans | $ 112,000 | $ 278,000 | ||||||
Private Placement [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Shares issued price per warrant | $ 11.5 | |||||||
Public Warrant [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
No of Warrents outstanding | 0 | 6,563,767 | ||||||
Shares issued price per warrant | $ 11.5 | |||||||
Class of warrant or right redemption threshold trading days | 20 days | |||||||
Private Warrants [Member] | ||||||||
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 | 0 | ||||||
Private Warrants [Member] | Rosedale Park LLC [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Class of warrents exercised | 500,000 | 500,000 | ||||||
Warrants expiration date | Mar. 05, 2025 | |||||||
Private Warrants [Member] | LifeSci Holdings LLC [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Class of warrents exercised | 500,000 | 500,000 | ||||||
Restricted Stock [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Unrecognized stock based compensation | $ 1,600 | |||||||
Amotization period of unrecognized stock based compensation | 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 [Member] | Vincera Pharma [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Stock Issued During Period, Shares, Reverse Stock Splits | (304,000) | |||||||
Common Stock [Member] | Private Warrants [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Share redemption trigger price | $ 20 | $ 20 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
May 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 31, 2023 | May 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized stock based compensation | $ 700,000 | ||||
Amotization period of unrecognized stock based compensation | 7 months 6 days | ||||
Share-based Payment Arrangement, Expense | $ 3,563,000 | $ 10,056,000 | |||
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 | 5,600,152 | ||||
Employee Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares of common stock reserved for issuance | 241,484 | 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 | 161,668 | 183,366 | |||
Share-based Payment Arrangement, Expense | $ 133,000 | $ 278,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding, Stock Options | 4,353 | 3,408 | ||
Options granted, Stock Options | 1,131,000 | 2,509,000 | ||
Options exercised, Stock Options | (3,000) | (2,000) | ||
Options cancelled, Stock Options | (262,000) | (1,562,000) | ||
Outstanding, Stock Options | 5,219 | 4,353 | 3,408 | |
Options vested and exercisable, Stock Options | 3,628,000 | |||
Outstanding, Weighted Average Exercise Price | $ 10.87 | $ 18.74 | ||
Options granted, Weighted Average Exercise Price | 1.22 | 3.3 | ||
Options exercised, Weighted Average Exercise Price | 0.82 | 0.82 | ||
Options cancelled, Weighted Average Exercise Price | 11.74 | 15.89 | ||
Outstanding, Weighted Average Exercise Price | $ 8.74 | $ 10.87 | $ 18.74 | |
Options vested and exercisable, Weighted Average Exercise Price (in years) | $ 11.25 | |||
Outstanding, Outstanding, Weighted Average Remaining Contractual Life (in years) | 8 years 1 month 6 days | 8 years 7 months 6 days | 10 years | |
Outstanding, Outstanding, Weighted Average Remaining Contractual Life (in years) | 8 years 1 month 6 days | 8 years 7 months 6 days | 10 years | |
Options vested and exercisable, Weighted Average Remaining Contractual Life (in years) | 7 years 9 months 18 days | |||
Outstanding, Aggregate Intrinsic Value | $ 134 | |||
Options vested and exercisable, Aggregate Intrinsic Value | $ 73 |
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, 2023 | Dec. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | ||
Exercise price | $ 0.9 | $ 3.3 |
Expected term (years) | 5 years 7 months 6 days | 5 years 9 months 18 days |
Volatility (annual) | 89.50% | 85.10% |
Risk-free rate | 4% | 2.80% |
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, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 3,563 | $ 10,056 |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Payment Arrangement, Expense | 1,712 | 4,988 |
General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Payment Arrangement, Expense | 1,851 | 4,621 |
Restructuring [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 0 | $ 447 |
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, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (40,157) | $ (62,984) |
Denominator: | ||
Weighted Average Number of Shares Outstanding, Diluted | 21,295 | 21,029 |
Earnings Per Share, Basic | $ (1.89) | $ (3) |
Earnings Per Share, Diluted | $ (1.89) | $ (3) |
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, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,532 | 7,715 |
Option Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,219 | 4,353 |
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 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 18 | 67 |
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, 2023 | Dec. 31, 2022 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | ||
United States | $ (35,281) | $ (58,708) |
International | (4,876) | (4,276) |
Total | $ (40,157) | $ (62,984) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
State taxes, net of federal tax benefit | 0.10% | 0.70% |
Change in fair value of warrant liabilities | 0% | 2% |
Research and development | 2% | (0.70%) |
Other | 0.50% | (0.10%) |
Change in valuation allowance | (23.60%) | (22.90%) |
Income taxes provision (benefit) | 0% | 0% |
Income Taxes - Schedule of Def
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2023 | Jan. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | |||
Net operating loss | $ 15,475,000 | $ 9,639,000 | |
Stock-based compensation | 5,235,000 | 5,025,000 | |
Depreciation and amortization | 0 | 4,198,000 | |
Capitalized research and development | 14,734,000 | 7,314,000 | |
Research and development credit | 2,231,000 | 1,635,000 | |
Accruals and reserves | 137,000 | 471,000 | |
Lease liability | 462,000 | 722,000 | |
Total deferred income tax assets | 38,274,000 | 29,004,000 | |
Less: Valuation allowances | (37,748,000) | (28,360,000) | |
Deferred tax assets, net of valuation allowances | 526,000 | 644,000 | |
Deferred tax liabilities: | |||
Right of use asset | (526,000) | (644,000) | |
Total deferred income tax liabilities | (526,000) | (644,000) | |
Net deferred taxes | $ 0 | $ 0 | $ 0 |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Uncertainties [Abstract] | ||
Unrecognized Tax Benefits | $ 979 | $ 518 |
Unrecognized Tax Benefits, Increase Decrease Resulting From Prior Period Tax Positions | 0 | (164) |
Unrecognized Tax Benefits, Increase Decrease Resulting From Current Period Tax Positions | 259 | 625 |
Unrecognized Tax Benefits | $ 1,238 | $ 979 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 31, 2023 | |
Operating Loss Carryforwards [Line Items] | ||||
Provision for income tax | $ 0 | $ 0 | ||
Current tax expense | 0 | |||
Deferred tax assets valuation allowance | $ 0 | 0 | 0 | $ 0 |
Increase in valuation allowance | $ 9,400,000 | $ 12,900,000 | ||
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 | 2023 | |||
U.S. Federal [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforward | $ 59,200,000 | |||
State [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carry forward expiration year | 2039 days | |||
Net operating loss carryforward | $ 700,000 | |||
Research [Member] | U.S. Federal [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax carry forward | 2,600,000 | |||
Research [Member] | State [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax carry forward | $ 1,100,000 |
Insider Trading Arrangements -
Insider Trading Arrangements - Additional Information (Details) | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Abstract] | |
Rule 10b5-1 Arrangement Adopted [Flag] | false |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |