Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 30, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Vincerx Pharma, Inc. | |
Entity Central Index Key | 0001796129 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 29,534,238 | |
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 Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | VINC | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 5,110 | $ 12,782 |
Restricted cash | 82 | 72 |
Prepaid expenses | 700 | 51 |
Grant receivable | 1,025 | 1,044 |
Other current assets | 760 | 784 |
Total current assets | 7,677 | 14,733 |
Right-of-use assets, net | 1,950 | 2,201 |
Property, plant and equipment, net | 111 | 125 |
Grant receivable | 1,207 | 1,076 |
Other assets | 138 | 82 |
Total assets | 11,083 | 18,217 |
Current liabilities | ||
Accounts payable | 2,314 | 2,497 |
Accrued expenses | 1,727 | 1,755 |
Lease liability | 1,198 | 1,162 |
Common stock warrant liabilities | 5,395 | 191 |
Total current liabilities | 10,634 | 5,605 |
Lease liability, net of current portion | 1,021 | 1,340 |
Other noncurrent liabilities | 50 | 50 |
Total liabilities | 11,705 | 6,995 |
Stockholders' equity (deficit) | ||
Preferred stock, $0.0001 par value; 30,000,000 shares authorized, none issued or outstanding as of March 31, 2024 and December 31, 2023 | 0 | 0 |
Common stock, $0.0001 par value; 120,000,000 shares authorized, 21,413,389 shares and 21,407,510 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 2 | 2 |
Additional paid-in capital | 170,857 | 170,324 |
Accumulated other comprehensive income | 60 | 8 |
Accumulated deficit | (171,541) | (159,112) |
Total stockholders' equity (deficit) | (622) | 11,222 |
Total liabilities and stockholders' equity (deficit) | $ 11,083 | $ 18,217 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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 | 21,413,389 | 21,407,510 |
Common stock shares outstanding | 21,413,389 | 21,407,510 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating expenses: | ||
General and administrative | $ 2,922 | $ 4,497 |
Research and development | 4,556 | 10,911 |
Total operating expenses | 7,478 | 15,408 |
Loss from operations | (7,478) | (15,408) |
Other income (expense) | ||
Change in fair value of warrant liabilities | (5,204) | 18 |
Interest income | 99 | 466 |
Other income (expense) | 154 | 274 |
Total other income (expense) | (4,951) | 758 |
Net loss | (12,429) | (14,650) |
Other comprehensive income: | ||
Net foreign currency translation gain | 52 | 30 |
Net unrealized gain on marketable securities | 0 | 31 |
Comprehensive loss | $ (12,377) | $ (14,589) |
Net loss per common share, basic | $ (0.58) | $ (0.69) |
Net loss per common share, diluted | $ (0.58) | $ (0.69) |
Weighted average common shares outstanding, basic | 21,400 | 21,188 |
Weighted average common shares outstanding, diluted | 21,400 | 21,188 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) - 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, 2022 | $ 47,668 | $ 2 | $ 166,647 | $ (26) | $ (118,955) |
Beginning Balance, Shares at Dec. 31, 2022 | 21,243 | ||||
Issuance of common stock from employee stock plans | 3 | 3 | |||
Issuance of common stock from employee stock plans, Shares | 3 | ||||
Stock-based compensation | 1,384 | 1,384 | |||
Cumulative translation adjustment | 30 | 30 | |||
Unrealized gain on marketable securities | 31 | 31 | |||
Net loss | (14,650) | (14,650) | |||
Ending Balance at Mar. 31, 2023 | 34,466 | $ 2 | 168,034 | 35 | (133,605) |
Ending Balance, Shares at Mar. 31, 2023 | 21,246 | ||||
Beginning Balance at Dec. 31, 2023 | 11,222 | $ 2 | 170,324 | 8 | (159,112) |
Beginning Balance, Shares at Dec. 31, 2023 | 21,408 | ||||
Issuance of common stock from employee stock plans | 5 | 5 | |||
Issuance of common stock from employee stock plans, Shares | 5 | ||||
Stock-based compensation | 528 | 528 | |||
Cumulative translation adjustment | 52 | 52 | |||
Unrealized gain on marketable securities | 0 | ||||
Net loss | (12,429) | (12,429) | |||
Ending Balance at Mar. 31, 2024 | $ (622) | $ 2 | $ 170,857 | $ 60 | $ (171,541) |
Ending Balance, Shares at Mar. 31, 2024 | 21,413 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from Operating activities | ||
Net loss | $ (12,429) | $ (14,650) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 13 | 13 |
Stock-based compensation | 528 | 1,384 |
Amortization of right-of-use assets | 251 | 141 |
Change in fair value of warrant liabilities | 5,204 | (18) |
Net amortization of discounts on marketable securities | 0 | (337) |
Changes in operating assets and liabilities: | ||
Prepaid and other current assets | (625) | (734) |
Grant receivable | (131) | (273) |
Other assets | (56) | 0 |
Accounts payable | (183) | 2,108 |
Accrued expenses | (28) | (568) |
Lease liabilities | (283) | (158) |
Net cash used in operating activities | (7,739) | (13,092) |
Cash Flows from Investing Activities: | ||
Purchases of marketable securities | 0 | (4,192) |
Sales and maturities of marketable securities | 0 | 10,077 |
Net cash provided by investing activities | 0 | 5,885 |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock from employee stock plans | 5 | 3 |
Net cash provided by financing activities | 5 | 3 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 72 | 30 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (7,662) | (7,174) |
Cash, cash equivalents, and restricted cash at beginning of the period | 12,854 | 11,733 |
Cash, cash equivalents, and restricted cash at end of the period | 5,192 | 4,559 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (12,429) | $ (14,650) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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 | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | NOTE 1. NATURE OF BUSINESS LSAC was initially formed on December 19, 2018 as a Delaware corporation for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. In December 2020, the Merger Sub merged with and into Legacy Vincera Pharma, with Legacy Vincera Pharma surviving the Merger as a wholly- owned subsidiary of LSAC. In connection with the Business Combination, LSAC changed its name to Vincera Pharma, Inc., and subsequently in January 2021, changed its name to Vincerx Pharma, Inc. (together with its consolidated subsidiaries, the “Company”). The Company is a clinical-stage biopharmaceutical company focused on leveraging its extensive development and oncology expertise to advance new therapies intended to address unmet medical needs for the treatment of cancer. The Company’s current pipeline is entirely derived from the Bayer License Agreement (see Note 3), pursuant to which the Company has been granted an exclusive, royalty-bearing, worldwide license under certain Bayer patents and know-how P-TEFb |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K Liquidity and Going Concern As of March 31, 2024, the Company had approximately $5.1 million in cash and cash equivalents. In April 2024, the Company raised $17.8 million, net of commissions and underwriting discounts, through the sale of shares of common stock, warrants and pre-funded In accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern 205-40), one-year The accompanying unaudited condensed 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. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements as well as reported amounts of expenses during the reporting periods. Estimates made by the Company include, but are not limited to, common stock warrant liabilities and stock-based compensation. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates. Significant Accounting Policies 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 FDA 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. German Grant Income The Company recognizes grant income in the period when the underlying eligible expenses are incurred. The German government grant program provides for tax refunds or direct reimbursements of eligible research expenses Recent Accounting Pronouncements In November 2023, Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. 2023-07 In December 2023, FASB issued ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. 2023-09 There have been no other material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s Annual Report on Form 10-K. |
Bayer License
Bayer License | 3 Months Ended |
Mar. 31, 2024 | |
Bayer License [Abstract] | |
Bayer License | NOTE 3. BAYER LICENSE On October 7, 2020, the Company entered into the Bayer License Agreement, which became effective on December 23, 2020 upon the closing of the Business Combination. Pursuant to the Bayer License Agreement, the Company has an exclusive, worldwide, royalty-bearing license under certain Bayer patents and know-how P-TEFb Following the closing of the Business Combination, the Company paid Bayer a $5.0 million upfront license fee on January 5, 2021. 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 each of VIP236 and VIP943. 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 $1.0 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. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | NOTE 4. 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 March 31, 2024 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 4,463 $ — $ — $ 4,463 Total cash equivalents $ 4,463 $ — $ — $ 4,463 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 The Company’s Level 2 securities are valued using third-party pricing sources. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly. There were no transfers of assets between Level 1, Level 2, or Level 3 during the three-month period ended March 31, 2024. Fair Value Measured as of March 31, 2024 Level 1 Level 2 Level 3 Total Liabilities: Common stock warrant liabilities $ — $ — $ 5,395 $ 5,395 Total fair value $ — $ — $ 5,395 $ 5,395 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 The estimated fair value of the warrant liability for the private warrants at March 31, 2024 and December 31, 2023 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 nstrumen The following table presents changes in Level 3 liabilities measured at fair value for the three-month period ended March 31, 2024. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs (in thousands). Warrant Liability Balance – January 1, 2024 $ 191 Change 5,204 Balance – March 31, 2024 $ 5,395 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 March 31, 2024 and December 31, 2023 is as follows: As of March 31, 2024 As of December 31, 2023 Stock price $ 5.06 $ 1.18 Exercise price $ 11.50 $ 11.50 Term (years) 1.7 2.0 Volatility (annual) 114.9 % 90.9 % Risk-free rate 4.6 % 4.2 % Dividend yield (per share) 0 % 0 % |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 5. COMMITMENTS AND CONTINGENCIES Leases On December 23, 2020, the Company entered into a five-year term lease agreement which commenced on January 1, 2021. On April 1, 2021, and again on May 1, 2021, the lease was amended to include additional space. The annual rent expense is approximately $1.2 million. At March 31, 2024, the Company had operating lease liabilities of approximately $2.2 million and right-of-use In connection with the Company’s strategic plan and workforce reduction in 2022, the Company consolidated its leased office space at its corporate headquarters location. Effective July 8, 2022, the Company subleased substantially all of its remaining unused office space for a term of 18 months at a base rent of $50,000 per month and renewed this sublease in Ja nuar s under t Leases. The following summarizes quantitative information about the Company’s operating leases (amounts in thousands): For the three months ended March 31, 2024 2023 Lease cost Operating lease cost $ 299 $ 299 Variable lease cost — — Total operating lease expense $ 299 $ 299 Other information Operating cash flows from operating leases $ 330 $ 317 Right-of-use $ — $ — Weighted-average remaining lease term – operating leases 1.8 2.8 Weighted-average discount rate – operating leases 8 % 8 % As of March 31, 2024, future minimum payments during the remaining period and the next two years are as follows (in thousands): Remaining period ended December 31, 2024 $ 986 Year ended December 31, 2025 1,372 Year ended December 31, 2026 28 Total 2,386 Less present value discount (167 ) Operating lease liabilities included in the condensed consolidated balance sheet at March 31, 2024 $ 2,219 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 6. 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 March 31, 2024 and December 31, 2023, there were 21,413,389 shares and 21,407,510 shares, respectively, of common stock outstanding, and no shares of preferred stock outstanding. Restricted Stock A summary of restricted stock activity for the three months ended March 31, 2024 and 2023 is presented below: Number of Shares Weighted Average Grant Date Fair Value per Share Nonvested at January 1, 2024 18,062 $ 0.103 Vested (10,848 ) — Nonvested at March 31, 2024 7,214 $ 0.089 Number of Shares Weighted Average Grant Date Fair Value per Share Nonvested at January 1, 2023 67,002 $ 0.065 Vested (16,396 ) — Nonvested at March 31, 2023 50,606 0.074 As of March 31, 2024, there was approximately $800 of unrecognized stock-based compensation related to restricted stock that will be amortized in 0.2 years. Warrants As of March 31, 2024 and December 31, 2023, there were 3,295,000 private warrants to purchase common stock outstanding. No public warrants remain outstanding at March 31, 2024 and December 31, 2023. The private warrants are identical to the previously outstanding public warrants except that (i) each private warrant is exercisable for one share of common stock at an exercise price of $11.50 per share and (ii) such private warrants will be exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such private warrants is not effective) or on a cashless basis, at the holder’s option (except with respect to 500,000 of the private warrants held by Rosedale Park, LLC and 500,000 of the private warrants held by LifeSci Holdings LLC, which were amended to remove the cashless exercise provision), and will not be redeemable by the Company (except with respect to 500,000 of the private warrants held by Rosedale Park, LLC and 500,000 of the private warrants held by LifeSci Holdings LLC, which were amended to include a redemption provision substantially identical to that of the public warrants; provided, however, that such redemption rights may not be exercised during the first 12 months following the closing of the Business Combination unless the last sales price of the Company’s common stock has been equal to or greater than $20.00 per share for any 20 trading days within a 30 trading day period ending on the third business day prior to the date on which notice of redemption is given), in each case so long as they are still held by the initial purchasers or their affiliates. The private warrants purchased by Rosedale Park, LLC, will expire on March 5, 2025, provided that once the private warrants are not beneficially owned by Chardan Capital Markets, LLC or any of its related persons anymore, the private warrants may not be exercised five years following the completion of the Company’s initial business combination. The previously outstanding public warrants and the private warrants issued to LifeSci Holdings LLC that were amended as described above were determined to be equity classified in accordance with ASC 815, D erivat Derivatives and Hedging |
Equity Incentive Plans
Equity Incentive Plans | 3 Months Ended |
Mar. 31, 2024 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plans | NOTE 7. EQUITY INCENTIVE PLANS In connection with the Business Combination, the stockholders approved the Vincerx Pharma, Inc. 2020 Stock Incentive Plan (the “2020 Plan”), which became effective upon the closing of the Business Combination on December 23, 2020. As of March 31, 2024, the Company had 6,664,648 shares of common stock reserved for issuance, and 106,610 options to acquire common stock that are available to grant, under the 2020 Plan. The 2020 Plan allows for the grant of stock options and rights to acquire restricted stock to employees, directors, and consultants of the Company. The terms and conditions of specific awards are set at the discretion of the Company’s board of directors. Options granted under the 2020 Plan expire no later than 10 years from the date of grant. Unvested common shares obtained upon early exercise of options are Stock option activity under the 2020 Plan is as follows (in thousands, except per share amounts): Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2024 5,219 $ 8.74 8.1 $ 134 Options granted 1,381 7.38 — — Options exercised (6 ) 0.90 — — Options cancelled (36 ) 6.71 — — Outstanding at March 31, 2024 6,558 $ 8.47 8.2 $ 9,393 Options vested and exercisable at March 31, 2024 3,997 $ 10.68 7.5 $ 5,716 Stock-based compensation expense is based on the grant-date fair value, or $5.68 for all awards granted during the three months ended March 31, 2024. The Company recognizes compensation expense for all stock-based awards on a straight-line basis over the requisite service period of the awards, which is generally the option vesting term of three years. As of March 31, 2024, the Company had stock-based compensation of approximately $8.1 million related to unvested stock options not yet recognized that are expected to be recognized over an estimated weighted average period of 1.8 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 three months ended March 31, 2024 and 2023: For the three months ended March 31, 2024 2023 Exercise price $ 7.38 $ 1.17 Expected term (years) 6.0 5.5 Volatility (annual) 91.8 % 89.5 % Risk-free rate 4.1 % 4.0 % Dividend yield (per share) 0 % 0 % Total stock-based compensation expense recognized in the three months ended March 31, 2024 and 2023 was as follows (amounts in thousands): For the three months ended March 31, 2024 2023 Research and development $ 246 $ 742 General and administrative 282 642 Total stock-based compensation expense $ 528 $ 1,384 |
Net Loss per Share Applicable t
Net Loss per Share Applicable to Common Stockholders | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Applicable to Common Stockholders | NOTE 8. NET LOSS PER SHARE APPLICABLE TO COMMON STOCKHOLDERS Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per common share is computed similarly to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. The following table sets forth the computation of loss per share for the three months ended March 31, 2024 and 2023 (amounts in thousands, except per share number): For the three months ended March 31, 2024 2023 Numerator: Net loss $ (12,429 ) $ (14,650 ) Denominator: Weighted average common shares outstanding, basic and diluted 21,400 21,188 Net loss per common share, basic and diluted $ (0.58 ) $ (0.69 ) 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 (amounts in thousands): For the three months ended March 31, 2024 2023 Options outstanding 6,558 5,183 Warrants 3,295 3,295 Restricted stock 7 51 Total 9,860 8,529 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9. SUBSEQUENT EVENTS From April 9, 2024 through April 12, 2024, the Company sold an aggregate of 2,120,849 shares of its common stock at an average price of $1.167 per share, resulting in net proceeds of approximately $2.4 million, after paying commissions to the sales agent of approximately $0.1 million. The shares were sold by the Company pursuant to the Sales Agreement (the “ATM Agreement”) dated as of March 29, 2024 between the Company and Leerink Partners LLC, as sales agent, which provides for the issuance and sale by the Company of shares of common stock having an aggregate offering price of up to $50.0 million. As of April 30, 2024, approximately $47.5 million remained available under the ATM Agreement. On April 30, 2024, the Company closed a public underwritten offering of (i) 6.0 million shares of its common stock and accompanying common stock warrants to purchase up to 6.0 million shares of common stock, and (ii) to certain investors, pre-funded warrants stock warrant at a combined offering price of $0.75, and each pre-funded warrant at each pre-funded warrant. As of March 31, 2024, the Company’s stockholder equity was below the minimum stockholders’ equity required by Nasdaq Listing Rule 5550(b)(1), which requires that companies listed on the Nasdaq Capital Market maintain stockholders’ equity of at least $2,500,000. As a result of completion of the public offering described above, as of the date of this report, the Company believes that it has regained compliance with the Nasdaq Capital Market stockholders’ equity requirement. Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of the Company’s next periodic report the Company does not evidence compliance, the Company’s common stock may be subject to delisting. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K |
Liquidity and Going Concern | Liquidity and Going Concern As of March 31, 2024, the Company had approximately $5.1 million in cash and cash equivalents. In April 2024, the Company raised $17.8 million, net of commissions and underwriting discounts, through the sale of shares of common stock, warrants and pre-funded In accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern 205-40), one-year The accompanying unaudited condensed 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. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements as well as reported amounts of expenses during the reporting periods. Estimates made by the Company include, but are not limited to, common stock warrant liabilities and stock-based compensation. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates. |
Concentration of Credit Risk | Concentrations of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. The Company is subject to risks common to companies in the biotechnology industry, including, but not limited to, development by the Company or its competitors of technological innovations, risks of failure of clinical studies, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and ability to transition from preclinical manufacturing to commercial production of products. The Company’s future product candidates will require approvals from the FDA 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. |
German Grant Income | German Grant Income The Company recognizes grant income in the period when the underlying eligible expenses are incurred. The German government grant program provides for tax refunds or direct reimbursements of eligible research expenses |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2023, Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. 2023-07 In December 2023, FASB issued ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. 2023-09 There have been no other material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s Annual Report on Form 10-K. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 4,463 $ — $ — $ 4,463 Total cash equivalents $ 4,463 $ — $ — $ 4,463 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 |
Summary of Liabilities Measured at Fair Value on Recurring Basis | Fair Value Measured as of March 31, 2024 Level 1 Level 2 Level 3 Total Liabilities: Common stock warrant liabilities $ — $ — $ 5,395 $ 5,395 Total fair value $ — $ — $ 5,395 $ 5,395 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 |
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 three-month period ended March 31, 2024. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs (in thousands). Warrant Liability Balance – January 1, 2024 $ 191 Change 5,204 Balance – March 31, 2024 $ 5,395 |
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 March 31, 2024 and December 31, 2023 is as follows: As of March 31, 2024 As of December 31, 2023 Stock price $ 5.06 $ 1.18 Exercise price $ 11.50 $ 11.50 Term (years) 1.7 2.0 Volatility (annual) 114.9 % 90.9 % Risk-free rate 4.6 % 4.2 % Dividend yield (per share) 0 % 0 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
Summary of Quantitative Information About the Company's Operating Leases | The following summarizes quantitative information about the Company’s operating leases (amounts in thousands): For the three months ended March 31, 2024 2023 Lease cost Operating lease cost $ 299 $ 299 Variable lease cost — — Total operating lease expense $ 299 $ 299 Other information Operating cash flows from operating leases $ 330 $ 317 Right-of-use $ — $ — Weighted-average remaining lease term – operating leases 1.8 2.8 Weighted-average discount rate – operating leases 8 % 8 % |
Summary of Future Minimum Lease Payments | As of March 31, 2024, future minimum payments during the remaining period and the next two years are as follows (in thousands): Remaining period ended December 31, 2024 $ 986 Year ended December 31, 2025 1,372 Year ended December 31, 2026 28 Total 2,386 Less present value discount (167 ) Operating lease liabilities included in the condensed consolidated balance sheet at March 31, 2024 $ 2,219 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Summary of Restricted Stock Activity | A summary of restricted stock activity for the three months ended March 31, 2024 and 2023 is presented below: Number of Shares Weighted Average Grant Date Fair Value per Share Nonvested at January 1, 2024 18,062 $ 0.103 Vested (10,848 ) — Nonvested at March 31, 2024 7,214 $ 0.089 Number of Shares Weighted Average Grant Date Fair Value per Share Nonvested at January 1, 2023 67,002 $ 0.065 Vested (16,396 ) — Nonvested at March 31, 2023 50,606 0.074 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | Stock option activity under the 2020 Plan is as follows (in thousands, except per share amounts): Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2024 5,219 $ 8.74 8.1 $ 134 Options granted 1,381 7.38 — — Options exercised (6 ) 0.90 — — Options cancelled (36 ) 6.71 — — Outstanding at March 31, 2024 6,558 $ 8.47 8.2 $ 9,393 Options vested and exercisable at March 31, 2024 3,997 $ 10.68 7.5 $ 5,716 |
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 three months ended March 31, 2024 and 2023: For the three months ended March 31, 2024 2023 Exercise price $ 7.38 $ 1.17 Expected term (years) 6.0 5.5 Volatility (annual) 91.8 % 89.5 % Risk-free rate 4.1 % 4.0 % Dividend yield (per share) 0 % 0 % |
Summary of Stock Based Compensation Expense | Total stock-based compensation expense recognized in the three months ended March 31, 2024 and 2023 was as follows (amounts in thousands): For the three months ended March 31, 2024 2023 Research and development $ 246 $ 742 General and administrative 282 642 Total stock-based compensation expense $ 528 $ 1,384 |
Net Loss per Share Applicable_2
Net Loss per Share Applicable to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Summary of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of loss per share for the three months ended March 31, 2024 and 2023 (amounts in thousands, except per share number): For the three months ended March 31, 2024 2023 Numerator: Net loss $ (12,429 ) $ (14,650 ) Denominator: Weighted average common shares outstanding, basic and diluted 21,400 21,188 Net loss per common share, basic and diluted $ (0.58 ) $ (0.69 ) |
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 (amounts in thousands): For the three months ended March 31, 2024 2023 Options outstanding 6,558 5,183 Warrants 3,295 3,295 Restricted stock 7 51 Total 9,860 8,529 |
Nature of Business - Additional
Nature of Business - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Incorporation date | Dec. 19, 2018 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands, € in Millions | 3 Months Ended | |
Mar. 31, 2024 USD ($) | Mar. 31, 2024 EUR (€) | |
Summary Of Significant Accounting Policies [Line Items] | ||
Cash equivalents | $ 5,100 | |
Federal depository insurance coverage amount | $ 250,000 | |
German grant income | € | € 1 | |
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) |
Net of commissions and underwriting discounts | $ 17,800 | |
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 | $ 1,200 |
Bayer License - Additional Info
Bayer License - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Jan. 05, 2021 | Mar. 31, 2024 | 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 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Fair Value Assets Measured on Recurring Basis (Details) - Cash equivalents [Member] - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | $ 4,463 | $ 11,914 |
Money market funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 4,463 | 4,682 |
U.S. government treasuries [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 6,233 | |
U.S. government agency securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 999 | |
Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 4,463 | 10,915 |
Level 1 [Member] | Money market funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 4,463 | 4,682 |
Level 1 [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] | U.S. government agency 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 | 0 | 999 |
Level 2 [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] | 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] | U.S. government agency securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 999 | |
Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents and marketable securities | 0 | 0 |
Level 3 [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] | 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] | U.S. government agency 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 | Mar. 31, 2024 | Dec. 31, 2023 |
Liabilities: | ||
Liabilities fair value disclosure | $ 5,395 | $ 191 |
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 | 5,395 | 191 |
Common Stock Warrant Liabilities Restates [Member] | ||
Liabilities: | ||
Liabilities fair value disclosure | 5,395 | 191 |
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 | $ 5,395 | $ 191 |
Fair Value Measurement - Summ_3
Fair Value Measurement - Summary of Changes in Level 3 Warrant liabilities measured at fair value (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
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) |
Level 3 [Member] | Warrant [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 191 |
Change in fair value | 5,204 |
Ending balance | $ 5,395 |
Fair Value Measurement - Summ_4
Fair Value Measurement - Summary of Fair Value Of Private Warrants was Re-measured Based on the Assumptions (Details) | 3 Months Ended | ||
Mar. 31, 2024 $ / shares | Mar. 31, 2023 $ / shares | Dec. 31, 2023 $ / shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Exercise price | $ 7.38 | $ 1.17 | |
Term (years) | 6 years | 5 years 6 months | |
Volatility (annual) | 91.80% | 89.50% | |
Risk-free rate | 4.10% | 4% | |
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 | $ 5.06 | $ 1.18 | |
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] | |||
Term (years) | 1 year 8 months 12 days | 2 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) | 114.90% | 90.90% | |
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 | 4.60% | 4.20% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Dec. 23, 2020 | Jul. 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Loss Contingencies [Line Items] | |||||
Duration of lease agreement | 5 years | ||||
Date of lease Commencement | Jan. 01, 2021 | ||||
Annual lease rent | $ 1,200 | $ 299 | $ 299 | ||
Operating lease liabilities | 2,219 | ||||
Operating Right of Use Assets | 1,950 | $ 2,201 | |||
Lessee Operating Sub Lease Term Of Contract | 18 months | ||||
Lessee, operating sub lease, rent amount | $ 50,000 | ||||
Sublease Income | 107,000 | ||||
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 | 3 Months Ended | |||
Dec. 23, 2020 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Lease cost | ||||
Operating lease cost | $ 299 | $ 299 | ||
Variable lease cost | 0 | 0 | ||
Total operating lease expense | $ 1,200 | 299 | 299 | |
Operating cash flows from operating leases | 330 | 317 | ||
Right-of-use assets obtained in exchange for operating lease liabilities | $ 0 | $ 0 | ||
Weighted-average remaining lease term—operating leases | 1 year 9 months 18 days | 2 years 9 months 18 days | ||
Weighted-average discount rate—operating leases | 8% | 8% |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
Remaining period ended December 31, 2024 | $ 986 |
Year ended December 31, 2025 | 1,372 |
Year ended December 31, 2026 | 28 |
Total | 2,386 |
Less present value discount | (167) |
Operating lease liabilities included in the condensed consolidated balance sheet at March 31, 2024 | $ 2,219 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Restricted Stock Activity (Details) - Restricted Stock [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning balance, Shares | 18,062 | 67,002 |
Vested, Shares | (10,848) | (16,396) |
Ending balance, Shares | 7,214 | 50,606 |
Beginning balance, Weighted Average | $ 0.103 | $ 0.065 |
Vested, Weighted Average | 0 | 0 |
Ending balance, Weighted Average | $ 0.089 | $ 0.074 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | $ 8,100 | |
Amotization period of unrecognized stock based compensation | 1 year 9 months 18 days | |
Common stock shares outstanding | 21,413,389 | 21,407,510 |
Private Placement [Member] | ||
Class Of Stock [Line Items] | ||
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 | |
Public Warrant [Member] | ||
Class Of Stock [Line Items] | ||
No of Warrents outstanding | 0 | 0 |
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 | 3,295,000 |
Class of warrant or right redemption threshold consecutive trading days | 30 days | |
Warrant expiration term | 5 years | |
Private Warrants [Member] | Rosedale Park LLC [Member] | ||
Class Of Stock [Line Items] | ||
Class of warrents exercised | 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 | |
Restricted Stock [Member] | ||
Class Of Stock [Line Items] | ||
Unrecognized stock based compensation | $ 800 | |
Amotization period of unrecognized stock based compensation | 2 months 12 days | |
Common Stock [Member] | Private Warrants [Member] | ||
Class Of Stock [Line Items] | ||
Share redemption trigger price | $ 20 |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional Information (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock based compensation | $ | $ 8.1 |
Amotization period of unrecognized stock based compensation | 1 year 9 months 18 days |
Fair value of restricted stock | $ / shares | $ 5.68 |
Employee Stock Option [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 |
Twenty Thousand Twenty Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares of common stock reserved for issuance | 6,664,648 |
Number of shares available for grant | 106,610 |
Equity Incentive Plans - Schedu
Equity Incentive Plans - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, Stock Options | 5,219 | |
Options granted, Stock Options | 1,381,000 | |
Options exercised, Stock Options | (6,000) | |
Options cancelled, Stock Options | (36,000) | |
Outstanding, Stock Options | 6,558 | 5,219 |
Options vested and exercisable, Stock Options | 3,997,000 | |
Outstanding, Weighted Average Exercise Price | $ 8.74 | |
Options granted, Weighted Average Exercise Price | 7.38 | |
Options exercised, Weighted Average Exercise Price | 0.9 | |
Options cancelled, Weighted Average Exercise Price | 6.71 | |
Outstanding, Weighted Average Exercise Price | 8.47 | $ 8.74 |
Options vested and exercisable, Weighted Average Exercise Price (in years) | $ 10.68 | |
Outstanding, Outstanding, Weighted Average Remaining Contractual Life (in years) | 8 years 2 months 12 days | 8 years 1 month 6 days |
Outstanding, Outstanding, Weighted Average Remaining Contractual Life (in years) | 8 years 2 months 12 days | 8 years 1 month 6 days |
Options vested and exercisable, Weighted Average Remaining Contractual Life (in years) | 7 years 6 months | |
Outstanding, Aggregate Intrinsic Value | $ 134 | |
Outstanding, Aggregate Intrinsic Value | 9,393 | $ 134 |
Options vested and exercisable, Aggregate Intrinsic Value | $ 5,716 |
Equity Incentive Plans - Sche_2
Equity Incentive Plans - Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options and Restricted Stock Awards using Black-Scholes Option Valuation Model (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Payment Arrangement [Abstract] | ||
Exercise price | $ 7.38 | $ 1.17 |
Expected term (years) | 6 years | 5 years 6 months |
Volatility (annual) | 91.80% | 89.50% |
Risk-free rate | 4.10% | 4% |
Dividend yield (per share) | 0% | 0% |
Equity Incentive Plans - Sche_3
Equity Incentive Plans - Schedule of Employee Service Share Based Compensation Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 528 | $ 1,384 |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Payment Arrangement, Expense | 246 | 742 |
General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 282 | $ 642 |
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 | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (12,429) | $ (14,650) |
Denominator: | ||
Weighted Average Number of Shares Outstanding, Basic | 21,400 | 21,188 |
Weighted Average Number of Shares Outstanding, Diluted | 21,400 | 21,188 |
Earnings Per Share, Basic | $ (0.58) | $ (0.69) |
Earnings Per Share, Diluted | $ (0.58) | $ (0.69) |
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 | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,860 | 8,529 |
Option Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,558 | 5,183 |
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 | 7 | 51 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Apr. 30, 2024 | Apr. 12, 2024 | Mar. 29, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | |||||
Common stock shares outstanding | 21,413,389 | 21,407,510 | |||
Common stock shares issued | 21,413,389 | 21,407,510 | |||
Common stock | $ 2 | $ 2 | |||
Non interest expense offering cost | $ 50,000 | ||||
Payments for underwriting expense | 17,800 | ||||
Stockholders' equity | $ 2,500,000 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock shares issued | 2,120,849 | ||||
Sale of units, price per unit | $ 1.167 | ||||
Common stock | $ 2,400 | ||||
Sales commissions and fees | $ 100 | ||||
Non interest expense offering cost | $ 47,500 | ||||
Subsequent Event [Member] | PreFunded Warrant [Member] | |||||
Subsequent Event [Line Items] | |||||
Redemption price per warrant | $ 0.0001 | ||||
Conversion of stock, shares converted | 16,000,000 | ||||
Warrants offering price | $ 0.7499 | ||||
Warrant [Member] | PreFunded Warrant [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock shares outstanding | 16,000,000 | ||||
Warrant [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock shares outstanding | 6,000,000 | ||||
Non interest expense offering cost | $ 500 | ||||
Conversion of stock, shares converted | 6,000,000 | ||||
Warrants offering price | $ 0.75 | ||||
Payments for underwriting expense | $ 15,400 |