Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Registrant Name | Apexigen, Inc. | |
Entity Central Index Key | 0001814140 | |
Entity File Number | 001-39488 | |
Entity Tax Identification Number | 85-1260244 | |
Current Fiscal Year End Date | --12-31 | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, Address Line One | 75 Shoreway Road | |
Entity Address, Address Line Two | Suite C | |
Entity Address, City or Town | San Carlos | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94070 | |
Entity Incorporation, State or Country Code | DE | |
City Area Code | 650 | |
Local Phone Number | 931-6236 | |
Entity Common Stock, Shares Outstanding | 22,565,347 | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | APGN | |
Security Exchange Name | NASDAQ | |
Warrants [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | APGNW | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 12,708,000 | $ 23,443,000 | |
Short-term investments | 7,965,000 | 12,917,000 | |
Prepaid expenses and other current assets | 2,544,000 | 1,681,000 | |
Deferred financing costs, current | 1,776,000 | 0 | |
Total current assets | 24,993,000 | 38,041,000 | |
Property and equipment, net | 176,000 | 245,000 | |
Right-of-use assets | 198,000 | 483,000 | |
Deferred financing costs, non-current | 1,480,000 | 0 | |
Other assets | 727,000 | 327,000 | |
Total assets | 27,574,000 | 39,096,000 | |
Current liabilities: | |||
Accounts payable | 3,340,000 | 4,487,000 | |
Accrued liabilities | 7,096,000 | 8,488,000 | |
Liability for common stock to be issued | 1,350,000 | 0 | |
Deferred revenue | 5,137,000 | 3,610,000 | |
Lease liabilities, current portion | 210,000 | 369,000 | |
Total current liabilities | 17,133,000 | 16,954,000 | |
Derivative warrant liabilities | 28,000 | 0 | |
Lease liabilities, less current portion | 0 | 141,000 | |
Total liabilities | 17,161,000 | 17,095,000 | |
Commitment and contingencies (Note 10) | |||
Stockholders' equity: | |||
Common stock, $0.001 par value; 1,000,000,000 and 23,563,040 shares authorized as of September 30, 2022 (unaudited) and December 31, 2021, respectively; 22,065,347 and 18,051,470 shares issued and outstanding as of September 30, 2022 (unaudited) and December 31, 2021, respectively | [1] | 2,000 | 2,000 |
Additional paid-in capital | 180,778,000 | 166,727,000 | |
Accumulated deficit | (170,362,000) | (144,724,000) | |
Accumulated other comprehensive loss | (5,000) | (4,000) | |
Total stockholders' equity | 10,413,000 | 22,001,000 | |
Total liabilities and stockholders' equity | $ 27,574,000 | $ 39,096,000 | |
[1] The condensed balance sheet as of December 31, 2021 presented above reflects the retrospective application of recapitalization as if the Transaction had occurred on January 1, 2021. See Note 1, 3, and 7. |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 23,563,040 |
Common stock, shares issued | 22,065,347 | 18,051,470 |
Common stock, shares outstanding | 22,065,347 | 18,051,470 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating expenses: | ||||
Research and development | $ 5,683 | $ 5,501 | $ 18,796 | $ 15,122 |
General and administrative | 3,116 | 1,807 | 7,240 | 5,735 |
Total operating expenses | 8,799 | 7,308 | 26,036 | 20,857 |
Loss from operations | (8,799) | (7,308) | (26,036) | (20,857) |
Other income, net | 307 | 7 | 398 | 34 |
Net loss | $ (8,492) | $ (7,301) | $ (25,638) | $ (20,823) |
Net loss per share, Basic | $ (0.41) | $ (0.40) | $ (1.36) | $ (1.16) |
Net loss per share, Diluted | $ (0.41) | $ (0.40) | $ (1.36) | $ (1.16) |
Weighted-average common shares used to compute net loss per share, Basic | 20,484,136 | 18,040,783 | 18,895,417 | 18,028,234 |
Weighted-average common shares used to compute net loss per share, Diluted | 20,484,136 | 18,040,783 | 18,895,417 | 18,028,234 |
Comprehensive Loss: | ||||
Net loss | $ (8,492) | $ (7,301) | $ (25,638) | $ (20,823) |
Other comprehensive loss | ||||
Unrealized (loss) gain on marketable securities | (1) | (2) | 12 | (4) |
Comprehensive loss | $ (8,493) | $ (7,303) | $ (25,626) | $ (20,827) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-Sale, Parent [Member] | Convertible Preferred Stock [Member] |
Balance at the beginning before retroactive application of recapitalization at Dec. 31, 2020 | $ 158,707 | |||||
Balance at the beginning before retroactive application of recapitalization (in Shares) at Dec. 31, 2020 | 145,130,628 | |||||
Balance at the beginning before retroactive application of recapitalization at Dec. 31, 2020 | $ (109,024) | $ 31 | $ 6,750 | $ (115,808) | $ 3 | |
Balance at the beginning before retroactive application of recapitalization (in Shares) at Dec. 31, 2020 | 30,521,693 | |||||
Retroactive application of recapitalization at Dec. 31, 2020 | $ (158,707) | |||||
Retroactive application of recapitalization (Shares) at Dec. 31, 2020 | (145,130,628) | |||||
Recapitalization Common Stock (Shares) at Dec. 31, 2020 | (12,526,339) | |||||
Retroactive application of recapitalization, value at Dec. 31, 2020 | 158,707 | $ (29) | 158,736 | |||
Beginning balance at Dec. 31, 2020 | 49,683 | $ 2 | 165,486 | (115,808) | 3 | |
Beginning balance (Shares) at Dec. 31, 2020 | 17,995,354 | |||||
Exercise of stock options | 99 | 99 | ||||
Exercise of common stock options (Shares) | 56,238 | |||||
Stock-based compensation | 886 | 886 | ||||
Net loss | (20,823) | (20,823) | ||||
Other comprehensive gain (loss) | (4) | (4) | ||||
Ending balance at Sep. 30, 2021 | 29,841 | $ 2 | 166,471 | (136,631) | (1) | |
Ending balance (Shares) at Sep. 30, 2021 | 18,051,592 | |||||
Balance at the beginning before retroactive application of recapitalization at Jun. 30, 2021 | $ 158,707 | |||||
Balance at the beginning before retroactive application of recapitalization (in Shares) at Jun. 30, 2021 | 145,130,628 | |||||
Balance at the beginning before retroactive application of recapitalization at Jun. 30, 2021 | (121,902) | $ 31 | 7,396 | (129,330) | 1 | |
Balance at the beginning before retroactive application of recapitalization (in Shares) at Jun. 30, 2021 | 30,910,665 | |||||
Retroactive application of recapitalization at Jun. 30, 2021 | $ (158,707) | |||||
Retroactive application of recapitalization (Shares) at Jun. 30, 2021 | (145,130,628) | |||||
Recapitalization Common Stock (Shares) at Jun. 30, 2021 | (12,875,464) | |||||
Retroactive application of recapitalization, value at Jun. 30, 2021 | 158,707 | $ (29) | 158,736 | |||
Beginning balance at Jun. 30, 2021 | 36,805 | $ 2 | 166,132 | (129,330) | 1 | |
Beginning balance (Shares) at Jun. 30, 2021 | 18,035,201 | |||||
Exercise of stock options | 75 | 75 | ||||
Exercise of common stock options (Shares) | 16,391 | |||||
Stock-based compensation | 264 | 264 | ||||
Net loss | (7,301) | (7,301) | ||||
Other comprehensive gain (loss) | (2) | (2) | ||||
Ending balance at Sep. 30, 2021 | 29,841 | $ 2 | 166,471 | (136,631) | (1) | |
Ending balance (Shares) at Sep. 30, 2021 | 18,051,592 | |||||
Balance at the beginning before retroactive application of recapitalization at Dec. 31, 2021 | $ 158,707 | |||||
Balance at the beginning before retroactive application of recapitalization (in Shares) at Dec. 31, 2021 | 145,130,628 | |||||
Balance at the beginning before retroactive application of recapitalization at Dec. 31, 2021 | (136,706) | $ 31 | 7,991 | (144,724) | (4) | |
Balance at the beginning before retroactive application of recapitalization (in Shares) at Dec. 31, 2021 | 31,070,665 | |||||
Retroactive application of recapitalization at Dec. 31, 2021 | $ (158,707) | |||||
Retroactive application of recapitalization (Shares) at Dec. 31, 2021 | (145,130,628) | |||||
Recapitalization Common Stock (Shares) at Dec. 31, 2021 | (13,019,073) | |||||
Retroactive application of recapitalization, value at Dec. 31, 2021 | 158,707 | $ (29) | (158,736) | |||
Beginning balance at Dec. 31, 2021 | 22,001 | $ 2 | 166,727 | (144,724) | (4) | |
Beginning balance (Shares) at Dec. 31, 2021 | 18,051,592 | |||||
Business combination and private offering, net | 8,468 | 8,468 | ||||
Business combination and private offering, net, Shares | 3,143,464 | |||||
Common stock issuance to Lincoln Park | 4,115 | 4,115 | ||||
Common stock issuance to Lincoln Park, Shares | 766,684 | |||||
Exercise of stock options | 110 | 110 | ||||
Exercise of common stock options (Shares) | 75,550 | |||||
Exercise of restricted stock awards, value | 242 | 242 | ||||
Exercise of restricted stock awards | 23,518 | |||||
Exercise of common stock warrant (in shares) | 4,539 | |||||
Reclassification of preferred stock warrant | 2 | 2 | ||||
Stock-based compensation | 1,114 | 1,114 | ||||
Net loss | (25,638) | (25,638) | ||||
Other comprehensive gain (loss) | (1) | (1) | ||||
Ending balance at Sep. 30, 2022 | 10,413 | $ 2 | 180,778 | (170,362) | (5) | |
Ending balance (Shares) at Sep. 30, 2022 | 22,065,347 | |||||
Balance at the beginning before retroactive application of recapitalization at Jun. 30, 2022 | $ 158,707 | |||||
Balance at the beginning before retroactive application of recapitalization (in Shares) at Jun. 30, 2022 | 145,130,628 | |||||
Balance at the beginning before retroactive application of recapitalization at Jun. 30, 2022 | (153,003) | $ 31 | 8,853 | (161,870) | (17) | |
Balance at the beginning before retroactive application of recapitalization (in Shares) at Jun. 30, 2022 | 31,461,489 | |||||
Retroactive application of recapitalization at Jun. 30, 2022 | $ (158,707) | |||||
Retroactive application of recapitalization (Shares) at Jun. 30, 2022 | (145,130,628) | |||||
Recapitalization Common Stock (Shares) at Jun. 30, 2022 | (13,369,861) | |||||
Retroactive application of recapitalization, value at Jun. 30, 2022 | 158,707 | $ (29) | 158,736 | |||
Beginning balance at Jun. 30, 2022 | 5,704 | $ 2 | 167,589 | (161,870) | (17) | |
Beginning balance (Shares) at Jun. 30, 2022 | 18,091,628 | |||||
Business combination and private offering, net | 8,468 | 8,468 | ||||
Business combination and private offering, net, Shares | 3,143,464 | |||||
Common stock issuance to Lincoln Park | 4,115 | 4,115 | ||||
Common stock issuance to Lincoln Park, Shares | 766,684 | |||||
Exercise of stock options | 37 | 37 | ||||
Exercise of common stock options (Shares) | 35,514 | |||||
Exercise of restricted stock awards, value | 242 | 242 | ||||
Exercise of restricted stock awards | 23,518 | |||||
Exercise of common stock warrant (in shares) | 4,539 | |||||
Reclassification of preferred stock warrant | 2 | 2 | ||||
Stock-based compensation | 325 | 325 | ||||
Net loss | (8,492) | (8,492) | ||||
Other comprehensive gain (loss) | 12 | 12 | ||||
Ending balance at Sep. 30, 2022 | $ 10,413 | $ 2 | $ 180,778 | $ (170,362) | $ (5) | |
Ending balance (Shares) at Sep. 30, 2022 | 22,065,347 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Transaction costs amount related to business combination and private offering financing | $ 9,232 | $ 9,232 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (25,638) | $ (20,823) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 84 | 79 |
Stock-based compensation | 1,114 | 886 |
Expense from exercise of restricted stock awards | 242 | 0 |
Accretion of discount and amortization of premiums on marketable securities | (4) | 160 |
Amortization of deferred financing costs | 296 | 0 |
Change in fair value of derivative warrant liabilities | (62) | 0 |
Change in fair value of liability for common stock to be issued | (150) | 0 |
Non-cash lease expense | 300 | 422 |
Other | 0 | 6 |
Changes in current assets and liabilities: | ||
Prepaid expenses and other current assets | (1,251) | (294) |
Other assets | (90) | (73) |
Accounts payable | (1,955) | 33 |
Accrued expenses | (1,738) | 51 |
Deferred revenue | 1,527 | 1,227 |
Lease liabilities | (315) | (428) |
Net cash used in operating activities | (27,640) | (18,754) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (57) | (54) |
Purchases of marketable securities | (18,945) | (20,179) |
Sales of marketable securities | 23,932 | 33,380 |
Net cash provided by investing activities | 4,930 | 13,147 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from business combination and private offering | 18,094 | 0 |
Payments of deferred transaction costs | (8,729) | (50) |
Proceeds from common stock issuance to Lincoln Park | 2,500 | 0 |
Proceeds from exercise of stock options | 110 | 99 |
Net cash provided by financing activities | 11,975 | 49 |
Net decrease in cash and cash equivalents | (10,735) | (5,558) |
Cash and cash equivalents, beginning of period | 23,443 | 25,284 |
Cash and cash equivalents, end of period | 12,708 | 19,726 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Transaction costs in accounts payable and accrued liabilities at period end | 492 | 0 |
Financing costs in accounts payable and other accrued liabilities | 386 | 0 |
Common stock issuance to Lincoln Park for commitment fee | 1,616 | 0 |
Common stock to be issued to Lincoln Park for commitment fee | 1,500 | 0 |
Reclassification of Warrant | $ 2 | $ 0 |
Organization and Description of
Organization and Description of the Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of the Business | 1. Organization and Description of the Business Description of Business Apexigen, Inc. (“Apexigen” or "we") is a clinical-stage biopharmaceutical company focused on discovering and developing antibody therapeutics for oncology, with an emphasis on new immuno-oncology agents designed to harness the patient’s immune system to combat and eradicate cancer. Our lead product candidates are sotigalimab (“sotiga” or “APX005M”), which is a CD40 agonist antibody, and APX601, which is a TNFR2 antagonist antibody. We also have out-license arrangements for a number of programs. Since inception, we have devoted substantially all of our resources to performing research, development, and manufacturing activities in support of our product candidates. In October 2019, the first of our out-licensed product candidates was approved for commercial product sale. Apexigen is headquartered in San Carlos, California. On March 17, 2022, Brookline Capital Acquisition Corp. (“BCAC”) and Apexigen America, Inc., which was then known as Apexigen, Inc. ("Legacy Apexigen") entered into a business combination agreement (“Business Combination Agreement” or "BCA") pursuant to which BCAC and Legacy Apexigen agreed to combine, with the former equityholders of both entities holding equity in the combined public company listed on the Nasdaq Stock Exchange ("Nasdaq") and with Legacy Apexigen’s existing equityholders owning a majority of the equity in the combined public company. Existing Legacy Apexigen equityholders received equity in the combined public company in the form of common shares, stock options and warrants. Under the Business Combination Agreement, the transaction valued Legacy Apexigen at $ 205.0 million on a fully diluted basis, net of exercise proceeds for Legacy Apexigen’s pre-closing stock options. Concurrently with the execution of the Business Combination Agreement, BCAC entered into subscription agreements with certain investors for a private investment in public equity (“PIPE”) transaction to close concurrently with the business combination (see Note 3), and BCAC and Legacy Apexigen entered into a committed investment agreement with Lincoln Park Capital Fund, LLC ("Lincoln Park") (see Note 7) to allow the combined company to direct Lincoln Park to make certain equity purchases during the 24 months following the business combination subject to certain limitations. These arrangements are collectively referred to as the “Transaction.” The Transaction closed on July 29, 2022 ("Closing" or the "Closing Date"). As a result, the combined public company received approximately $ 19.0 million in gross proceeds funded by $ 4.5 million in cash held in BCAC’s trust account net of redemption and $ 14.5 million from the PIPE. The combined public company paid off the outstanding convertible and non-convertible unsecured promissory notes in the aggregate amount of $ 0.9 million held by Brookline Capital Holdings, LLC, the sponsor of BCAC (the “Extension and Working Capital Notes”), and incurred $ 9.2 million in transaction expenses relating to the Transaction, consisting of banking, legal, and other professional fees. The PIPE investors received an aggregate of 1,452,000 units (each a “PIPE Unit”) at a purchase price of $ 10.00 per unit. Each PIPE Unit consists of one share of BCAC Common Stock and one-half of one warrant. Each whole warrant entitles the PIPE Investor to purchase one share of BCAC Common Stock at an exercise price of $ 11.50 per share during the period commencing 30 days after July 29, 2022 and terminating on the five-year anniversary of July 29, 2022. In addition, the combined public company has the right to direct Lincoln Park to purchase up to an aggregate of $ 50 million of common stock of the combined public company pursuant to the terms of an investment agreement. Legacy Apexigen was incorporated in Delaware in 2010, the year Legacy Apexigen was spun-out of Epitomics, Inc. (“Epitomics”), which was a California-based biotechnology company that was acquired by Abcam plc in 2012. Legacy Apexigen was spun-out of Epitomics to focus on the discovery, development, and commercialization of humanized monoclonal antibody therapeutics. Liquidity and Capital Resources As of September 30, 2022, we had approximately $ 20.7 million of cash, cash equivalents, and short-term investments and expect to fund our operations into the second quarter of 2023 assuming no additional proceeds from our committed equity line with Lincoln Park or any other potential financing or business development transactions. We have incurred substantial losses and negative cash flows from operations since inception and had an accumulated deficit of $ 170.4 million as of September 30, 2022. Since inception through September 30, 2022, we have funded operations primarily through the issuance of equity, proceeds from collaborative research and development agreements, and borrowings under a debt arrangement. Due to our significant research, development, and manufacturing expenditures, we have generated operating losses in all periods presented. We expect to incur substantial additional losses in the future as we advance and expand our research and development activities and prepare to pursue the potential regulatory approval and commercialization of our product candidates. Based on our research and development activities and plans, there is uncertainty regarding our ability to maintain liquidity sufficient to operate the business effectively, which raises substantial doubt as to our ability to continue as a going concern. We may seek additional funds through the sale and issuance of shares of our common stock in private or public offerings, other equity or debt financings, collaborations, or partnerships with third parties, or other transactions to monetize assets, including our right to receive milestone payments and royalties under our out-license arrangements. We cannot assure that we will succeed in acquiring additional funding at levels sufficient to fund our operations or on terms favorable to us. If we are unable to obtain adequate financing when needed, we may have to delay, reduce the scope of or suspend one or more of our clinical trials or preclinical studies or research and development programs. Because of the numerous risks and uncertainties associated with the development and commercialization of our product candidates, we are unable to estimate the amount of increased capital outlays and operating expenditures associated with our current and planned research, development, and manufacturing activities. To the extent that we raise additional capital through strategic alliances, licensing arrangements or other monetization transactions with third parties, we may have to relinquish valuable rights to our product candidates, future revenue streams or research programs or grant licenses on terms that may not be favorable to us. If we raise additional capital through public or private equity offerings, the ownership interest of the then-existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting the ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends. Coronavirus Pandemic The ongoing COVID-19 pandemic continues to affect economies and business globally. The pandemic may continue to affect our business operations such as our ability to initiate and complete ongoing, planned, or future clinical trials and preclinical studies, including through the remainder of 2022. Our ability to raise additional funds to support our operations may also be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, financial markets in the U.S. and worldwide, including as a result of the ongoing COVID-19 pandemic. We actively monitor and manage our responses and continue to assess actual and potential impacts on our operations and financial condition, as well as our business developments. We cannot predict the specific extent, duration, or full impact that the COVID-19 pandemic will have on our business, financial condition, and operations, including planned research, manufacturing, and clinical development timelines. The impact of the COVID-19 pandemic on our financial performance will depend on future developments, including the duration of and surges in the pandemic, including due to new variants of the virus, the pandemic’s impact on our manufacturing activities, clinical trials (including enrollment and operations at clinical trial sites), contract research organizations (“CROs”), and other third parties with whom we do business and the pandemic’s impact on our employees. These developments and the impact of the COVID-19 pandemic on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets or the overall economy are impacted for an extended period, our business may be significantly adversely affected. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Unaudited Interim Consolidated Financial Statements The condensed consolidated balance sheet as of September 30, 2022, the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2022 and 2021, the condensed consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2022 and 2021, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021 are unaudited. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal, recurring adjustments that are necessary to present fairly our consolidated financial position as of September 30, 2022, our results of operations for the three and nine months ended September 30, 2022 and 2021 and our cash flows for the nine months ended September 30, 2022 and 2021. The financial data and the other financial information contained in these notes to the condensed consolidated financial statements related to the three- and nine- month periods are also unaudited. The condensed balance sheet as of December 31, 2021, is derived from our audited consolidated financial statements. The results of operations for the three and nine months ended September 30, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any other future annual or interim period. These condensed consolidated financial statements are not complete and are to be read in conjunction with our audited financial statements and the related notes for the year ended December 31, 2021. The audited financial statements and related notes for the year ended December 31, 2021 was filed in the Form S-1 and Form S-1/A on August 12, 2022 and September 1, 2022, respectively, with the U.S. Securities and Exchange Commission. Basis of Presentation We prepare our consolidated financial statements and accompanying notes in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Apexigen and its wholly owned subsidiary. All significant inter-company transactions and balances have been eliminated in consolidation. Emerging Growth Company We are 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 may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies. 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 Securities Exchange Act of 1934 (the "Exchange Act")) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our consolidated financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts expensed during the reporting period. On an ongoing basis, management evaluates its estimates, including those related to accruals for research and development costs, stock-based compensation, uncertain tax positions and fair values of common stock and preferred stock. We adjust such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions. Segment Reporting We have one operating segment, which is the business of researching, developing and commercializing antibody therapeutics for oncology. Our chief operating decision maker, Chief Executive Officer, manages our operations on an aggregated basis for the purposes of allocating resources and evaluating financial performance. Cash and Cash Equivalents We consider all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market funds and corporate debt securities. The carrying amount of cash equivalents approximates their fair value. Short-Term Investments Short-term investments consist of debt securities with original maturities of greater than three months from the date of purchase but less than one year from the balance sheet date. Such investments are considered available-for-sale and reported at fair value with unrealized gains and losses included as a component of stockholders’ deficit. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included as other income, net in the consolidated statements of operations and comprehensive loss. Realized gains and losses and declines in fair value determined to be other-than-temporary, if any, on investments are included in other income, net. We determine the cost of securities sold using the specific identification method. Fair Value Measurements We apply fair value accounting to all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The carrying amount of our financial assets and liabilities, including accounts payable and accrued expenses, approximate their fair values due to their short-term maturities. Concentrations of Credit and Other Risks Financial instruments that potentially subject us to a concentration of credit risk consist primarily of cash and cash equivalents and short-term investments. We hold our bank deposits at accredited financial institutions and these deposits may at times exceed insured limits. We are exposed to credit risk in the event of a default by the financial institutions holding our cash and cash equivalents to the extent of the amounts held in excess of federally insured limits. We limit our credit risk associated with cash and cash equivalents by placing them with financial institutions we believe are of high quality. We have not experienced any losses on our deposits of cash. Our investment policy limits investments to certain types of securities issued by the U.S. government, its agencies and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. As of September 30, 2022 and 2021 , we had no off-balance sheet concentrations of credit risk. We are subject to a number of risks similar to other early-stage biopharmaceutical companies, including the need to obtain adequate additional funding, possible failure of clinical trials, the need to obtain marketing approval for our product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of our products, and protection of proprietary technology. If we do not successfully develop, obtain regulatory approval for, commercialize or partner our product candidates, we will be unable to generate revenue from product sales or achieve profitability. Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets. The estimated useful life of laboratory equipment, furniture and fixtures, office equipment, and software ranges from two to five years . We expense maintenance, repair and calibration costs as incurred. Impairment of Long-Lived Assets Our long-lived assets are comprised principally of our property and equipment and right-of-use lease assets. We periodically evaluate our long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets or group of assets may not be fully recoverable. We deem a long-lived asset impaired when the undiscounted future cash flows expected to be generated by the asset or group of assets is less than the carrying amount of the assets. If there is an impairment, we would reduce the carrying amount of the assets through an impairment charge, to their estimated fair values based on a discounted cash flow approach or, when available and appropriate, to comparable market values. We recorded no impairment of long-lived assets during the three and nine months ended September 30, 2022 . Deferred Transaction Costs Deferred transaction costs consist of direct legal, accounting, filing and other fees and costs directly attributable to the Transaction (see Note 3). We capitalized deferred transaction costs prior to the close of the Transaction and included in prepaid expenses and other current assets. We reclassified the deferred transaction costs related to the Transaction to additional paid-in capital to offset the proceeds received upon closing of the Transaction. There were deferred transaction costs of $ 0.5 million on the consolidated balance sheet as of December 31, 2021 . Upon the close of the Transaction, we reclassified transaction costs of $ 9.2 million to additional paid-in capital to offset the proceeds received, where we paid transaction costs of approximately $ 11,000 in 2021, paid $ 8.7 million in 2022, and accrued $ 0.5 million as of September 30, 2022 (see Note 3). Deferred Financing Costs Deferred financing costs consist of direct costs and commitment fees directly attributable to the commencement of the equity line of credit from Lincoln Park Capital Fund, LLC upon closing of the Transaction (see Note 7). We capitalize deferred financing costs and amortize these costs over 24 months of the equity line of credit. As of September 30, 2022, deferred financing costs totaled $ 3.3 million . Amortization expense for deferred financing costs was $ 0.3 million for the three and nine months ended September 30, 2022 . Revenue Recognition Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers , we recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consolidated balance sheets to which we expect to be entitled in exchange for those goods or services. We have not commenced sales of our drug candidates and did not have a product approved for marketing as of September 30, 2022. We may also earn contingent fees, including milestone payments based on counterparty performance and royalties on sales, from collaborations and other out-license arrangements. We will recognize milestone payments as revenue once the underlying events are probable of being met and there is not a significant risk of reversal. We will recognize sales-based royalties as revenue when the underlying sales occur. In October 2019, Novartis’ Beovu ® product, which is covered by one of our license agreements, was approved for commercial product sale. Under this agreement, Novartis is obligated to pay us a very low single-digit royalty on net sales of the Beovu product. However, Novartis has disputed its obligation to pay us royalties on Beovu sales under this agreement. As a result, we have determined that any sales-based Beovu product royalty revenue that we may earn under this agreement is currently fully constrained. We have recorded the royalty proceeds as deferred revenue in the consolidated balance sheets. As of September 30, 2022 and December 31, 2021, deferred revenue totaled $ 5.1 million and $ 3.6 million , respectively. Lease We determine if an arrangement is a lease at inception and if so, we determine whether the lease qualifies as an operating or a finance lease. We include operating lease in operating lease right-of-use (“ROU”) assets and lease liabilities in our consolidated balance sheets. We did not have any finance leases as of September 30, 2022 or December 31, 2021 . ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. We recognize operating lease ROU assets and liabilities at the lease commencement date based on the present value of lease payments over the lease term. When a lease does not provide an implicit rate, we use an incremental borrowing rate based on the information available at the commencement date to determine the present value of lease payments. We use the implicit rate when readily determinable. The operating lease ROU assets also include any lease payments made and exclude lease incentives when paid by us or on our behalf. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We recognize lease expense for lease payments on a straight-line basis over the lease term. We also made an accounting policy election to recognize lease expense for short-term leases with a term of 12 months or less on a straight-line basis over the lease term and not to recognize ROU assets or lease liabilities for such leases. We lease our facility under a non-cancelable operating lease agreement and recognize related rent expense on a straight-line basis over the terms of the leases. As an implicit interest rate is not readily determinable in our lease, the incremental borrowing rate is based on information available on the adoption date in determining the present value of lease payments. The lease term for our operating lease includes the non-cancellable period of the lease plus any additional periods covered by its option to extend the lease that we are reasonably certain to exercise. Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses are primarily for the development of sotiga, our lead product candidate, as well as APX601 and other product candidates. Research and development costs consist primarily of external costs related to clinical development, contract manufacturing, preclinical development and discovery as well as personnel costs and allocated overhead, such as rent, equipment, depreciation, and utilities. Personnel costs consist of salaries, employee benefits and stock-based compensation. We estimate external research and development expenses based on the services performed, pursuant to contracts with commercial and academic institutions that conduct and manage research and development services on our behalf. We record the costs of research and development activities based upon the estimated amount of services provided but not yet invoiced and include these costs in accrued liabilities in the consolidated balance sheets. These costs are a component of our research and development expenses. We accrue these costs based on factors such as the number of patient visits, the number of active patients, the number of patients enrolled, estimates of the work completed and other measures in accordance with agreements established with our third-party service providers under the service agreements. As actual costs become known, we adjust our accrued liabilities. We have not experienced any significant differences between accrued costs and actual costs incurred. However, the status and timing of actual services performed may vary from our estimates, resulting in adjustments to expense in future periods. Changes in these estimates that result in significant changes to our accruals could significantly affect our results of operations. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are capitalized and then expensed as the related goods are delivered or the services are performed. We evaluate such payments for current or long-term classification based on when they will be realized. Preferred Stock Warrant Liability We record at fair value freestanding puttable or redeemable warrants, or warrants which are not considered to be indexed to our stock and include this amount in accrued expenses on our consolidated balance sheets. On the Closing of the Transaction, the preferred stock warrant that was outstanding immediately before the Closing became a common stock warrant. We adjusted the carrying value of such warrant to its estimated fair value at the Closing based upon the value of our common stock warrant and reclassified from accrued expenses to additional paid-in capital on the date of Closing. Derivative Warrant Liabilities We account for the private placement warrants issued in connection with the initial public offering as derivative warrant liabilities in accordance with FASB ASC Topic 815, “ Derivative and Hedging ”. Accordingly, we recognize the private placement warrants as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized and included as other income, net in the condensed consolidated statements of operations and comprehensive loss. We measured the fair value of the private placement warrants using a Black-Scholes option-pricing model. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. As of September 30, 2022, deferred warrant liabilities were approximately $ 28,000 . Change in fair value of derivative warrant liabilities was approximately $ 62,000 for the three and nine months ended September 30, 2022 . Stock-Based Compensation We measure all stock-based awards granted to employees and non-employees based on the estimated grant date fair value. For awards subject to service-based vesting conditions, we recognize stock-based compensation expense on a straight-line basis over the requisite service period, which is generally the vesting term. For awards subject to performance-based vesting conditions, we recognize stock-based compensation expense using the accelerated attribution method when it is probable that the performance condition will be achieved. We recognize forfeitures as they occur. We use the Black-Scholes option-pricing model to estimate the fair value of stock option awards and recognize expense using the straight-line attribution approach. The Black-Scholes option-pricing model requires assumptions to be made related to the fair value of our common stock, the expected term of the awards, expected stock priced volatility, risk-free rate for a period that approximates the expected term of the awards and the expected dividend yield. Income Taxes We account for income taxes under the asset and liability method. Under this method, we recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. We measure deferred tax assets and liabilities using enacted tax rates applied to taxable income in the years in which we expect to realize those temporary differences. We recognize the effect on deferred tax assets and liabilities of a change in tax rates as income or loss in the period that includes the enactment date. We establish a valuation allowance, when necessary, to reduce deferred tax assets to the amount we expect to realize. We recognize the financial statement effects of uncertain tax positions when it is more-likely-than-not, based on the technical merits of the position, that it will be sustained upon examination. We include interest and penalties related to unrecognized tax benefits within the provision of income tax. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. Comprehensive Loss Comprehensive loss includes net loss and certain changes in stockholders’ deficit that are excluded from net loss, primarily unrealized gains or losses on our marketable securities. Net Loss per Share We calculate basic net loss per share by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is the same as basic net loss per share for each period presented, since the effects of potentially dilutive securities are antidilutive given our net loss. Recent Accounting Pronouncements The adoption dates discussed below reflect the election as an emerging growth company. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , as clarified in subsequent amendments. The standard changes the impairment model for certain financial instruments. The new model is a forward-looking expected loss model and will apply to financial assets subject to credit losses and measured at amortized cost and certain off-balance sheet credit exposures. This includes loans, held-to-maturity debt securities, loan commitments, financial guarantees and net investments in leases, as well as trade receivables. For available-for-sale debt securities with unrealized losses, credit losses will be measured in a manner similar to the existing standard, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. The standard is effective for Apexigen for fiscal years and interim periods beginning January 1, 2023. Early adoption is permitted. We have not yet assessed the effect of adopting the standard on our consolidated financial statements. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combination On July 29, 2022 , Legacy Apexigen and BCAC consummated the merger contemplated by the BCA, with Legacy Apexigen surviving the merger as a wholly-owned subsidiary of BCAC. As part of the consummation of the merger (the "Business Combination"), BCAC changed its name to Apexigen, Inc. and Legacy Apexigen changed its name to Apexigen America, Inc. Upon the closing of the Business Combination, we amended and restated our certificate of incorporation to, among other things, increase the total number of authorized shares of capital stock to 1,020,000,000 shares, of which 1,000,000,000 shares were designated common stock, $ 0.0001 par value per share, and of which 20,000,000 shares were designated preferred stock, $ 0.0001 par value per share. Immediately prior to the closing of the Business Combination, each issued and outstanding share of Legacy Apexigen’s convertible preferred stock, was converted into shares of common stock based on a one-to-one ratio (see Note 7). The Business Combination is accounted for with a retrospective application of the Business Combination that results in 145,130,628 shares of convertible preferred stock converting into the same number of shares of Legacy Apexigen's common stock. Upon the consummation of the Business Combination, each share of Legacy Apexigen common stock issued and outstanding was canceled and converted into the right to receive 0.102448 shares (the “Exchange Ratio”) of our common stock (the “Per Share Merger Consideration”). Outstanding stock options, whether vested or unvested, to purchase shares of Legacy Apexigen's common stock granted under the 2010 and 2020 Plan (“Legacy Options”) (see Note 10) converted into stock options for shares of our common stock upon the same terms and conditions that were in effect with respect to such stock options immediately prior to the Business Combination, after giving effect to the Exchange Ratio. Outstanding warrants to purchase shares of common stock remained outstanding after the closing of the Business Combination. The warrants became exercisable 30 days after the completion of the Business Combination, subject to other conditions, including with respect to the effectiveness of a registration statement covering the shares of common stock underlying such warrants, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. In connection with the Business Combination, certain stockholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 4,618,607 shares of common stock for gross redemption payments of $ 47.2 million. In addition, a number of investors purchased an aggregate of 1,452,000 shares of common stock (the “PIPE Shares”), for a purchase price of $ 10.00 per share, as applicable, for an aggregate purchase price of $ 14.5 million pursuant to separate subscription agreements. The PIPE investment closed simultaneously with the consummation of the Business Combination. In connection with the Business Combination, we incurred direct and incremental costs of approximately $ 9.2 million related to the equity issuance, consisting primarily of investment banking, legal, accounting, and other professional fees, which we recorded to additional paid-in capital as a reduction of proceeds. The Business Combination is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, BCAC was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Apexigen issuing stock for the net assets of BCAC, accompanied by a recapitalization. The net assets of BCAC are stated at historical cost, with no goodwill or intangible assets recorded. Prior to the Business Combination, Legacy Apexigen and BCAC filed separate standalone federal, state, and local income tax returns. As a result of the Business Combination, we will file a consolidated income tax return. Although, for legal purposes, BCAC acquired Legacy Apexigen, and the transaction represents a reverse acquisition for federal income tax purposes. BCAC will be the parent of the consolidated group with Legacy Apexigen as a subsidiary, but in the year of the closing of the Business Combination, Legacy Apexigen will file a full-year tax return with BCAC joining in the return the day after the Closing Date. Upon closing of the Business Combination, we received gross proceeds of $ 19.0 million from the Business Combination and PIPE financing, offset by transaction costs of $ 9.2 million recorded in 2022 and BCAC's Extension and Working Capital Notes repayment of $ 0.9 million. The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statement of changes in stockholders’ equity (in thousands): Cash - BCAC's trust (net of redemption) $ 4,435 Cash - Private offering 14,520 Less: BCAC's Extension and Working Capital Notes repayment in 2022 ( 861 ) Proceeds from business combination and private offering for the nine months ended September 30, 2022 18,094 Less: transaction costs paid in 2022 ( 8,729 ) Net proceeds from business combination and private offering for the nine months ended September 30, 2022 9,365 Less: transaction costs paid in 2021 ( 11 ) Less: transaction costs accrued as of September 30, 2022 ( 492 ) Plus: net assets of BCAC ( 394 ) Business combination and private offering for the nine months ended September 30, 2022 $ 8,468 The number of shares of common stock issued immediately following the consummation of the Business Combination was: Common stock, outstanding prior to Business Combination 5,061,592 Less: redemption of BCAC shares ( 4,618,607 ) Common stock of BCAC 442,985 BCAC Sponsor shares 1,190,979 BCAC Representative shares 57,500 Shares issued in private offering 1,452,000 Business combination and private offering shares 3,143,464 Legacy Apexigen shares 18,147,032 Total shares of common stock immediately after Business Combination 21,290,496 Exercise of Legacy Apexigen common stock warrant 4,539 Shares issued to Lincoln Park (Note 7) 150,000 Total shares of common stock on July 29, 2022 21,445,035 The number of Legacy Apexigen's shares was determined as follows: Legacy Apexigen Shares Legacy Apexigen Shares, effected for Exchange Ratio Balance as of December 31, 2020 30,521,693 3,126,980 Recapitalization applied to Convertible Preferred Stock outstanding at December 31, 2020 145,130,628 14,868,374 Exercise of common stock options - 2021 548,972 56,238 Exercise of common stock options - 2022 (pre-Closing) 702,074 71,922 Exercise of common stock restricted awards - 2022 (pre-Closing) 229,556 23,518 Total 177,132,923 18,147,032 |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 4. Fair Value Measurement We record financial assets and liabilities at fair value. The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. We categorize assets and liabilities recorded at fair value in the consolidated financial statements based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels are directly related to the amount of subjectivity with the inputs to the valuation of these assets or liabilities as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices for identical or similar assets or liabilities 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 or 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 or liabilities. As of September 30, 2022, our cash equivalents consisted of money market funds with less than a three-month maturity. Our short-term investments consisted of U.S. treasury securities and government debt securities, which we recorded as available-for-sale securities. Money market funds and U.S. treasury securities are classified as Level 1 because they are valued using quoted market prices. Government debt securities are classified as Level 2 because their value is based on valuations using significant inputs derived from or corroborated by observable market data. In certain cases where there is limited activity or less transparency around the inputs to valuation, we classify securities as Level 3. Level 3 liabilities consist of derivative warrant liabilities and preferred stock warrant liability. The following tables set forth the financial instruments that we measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): September 30, 2022 Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 12,553 $ - $ - $ 12,553 U.S. treasury securities 3,970 - - 3,970 Government debt securities - 3,995 - 3,995 Total $ 16,523 $ 3,995 $ - $ 20,518 Financial liability: Derivative warrant liabilities $ - $ - $ 28 $ 28 Total $ - $ - $ 28 $ 28 December 31, 2021 Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 18,526 $ - $ - $ 18,526 Commercial paper - 5,498 - 5,498 Corporate debt securities - 4,512 - 4,512 Government debt securities - 1,503 - 1,503 Asset backed securities - 1,404 - 1,404 Total $ 18,526 $ 12,917 $ - $ 31,443 Financial liability: Preferred stock warrant liability $ - $ - $ 2 $ 2 Total $ - $ - $ 2 $ 2 The financial liability measured at fair value on a recurring basis is the derivative warrant liabilities and preferred stock warrant liability, a level 3 instrument. The derivative warrant liabilities had a fair value of $ 28,000 as of September 30, 2022 . We estimate the fair value of the derivative warrant liabilities using a Black-Scholes option-pricing model , which assumptions are related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. We estimate the volatility of our common stock warrants based on historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero -coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which we anticipate remaining at zero. The preferred stock warrant liability had a fair value of $ 2,000 as of December 31, 2021 . We estimate the fair value of the preferred stock warrant liability using the Black-Scholes option-pricing model, which requires inputs such as the expected volatility based on comparable public companies, the estimated fair value of the preferred stock, and the estimated time to liquidity. On the Closing of the Transaction, the preferred stock warrant that was outstanding immediately before the Closing became a common stock warrant. We adjusted the carrying value of such warrant to its estimated fair value at the Closing based upon the value of our common stock warrant and reclassified from accrued expenses to additional paid-in capital on the date of Closing. The following tables summarize the estimated fair value of our marketable securities and the gross unrealized holding gains and losses (in thousands): September 30, 2022 Unrealized Amortized Gains Losses Estimated Cash and cash equivalents: Cash $ 155 $ - $ - $ 155 Money market funds 12,553 - - 12,553 Total cash and cash equivalents $ 12,708 $ - $ - $ 12,708 Marketable securities: U.S. treasury securities $ 3,970 $ - $ - $ 3,970 Government debt securities 4,000 ( 5 ) 3,995 Total marketable securities $ 7,970 $ - $ ( 5 ) $ 7,965 December 31, 2021 Unrealized Amortized Gains Losses Estimated Cash and cash equivalents: Cash $ 4,917 $ - $ - $ 4,917 Money market funds 18,526 - - 18,526 Total cash and cash equivalents $ 23,443 $ - $ - $ 23,443 Marketable securities: Commercial paper $ 5,498 $ - $ - $ 5,498 Corporate debt securities 4,515 - ( 3 ) 4,512 Government debt securities 1,503 - - 1,503 Asset backed securities 1,405 - ( 1 ) 1,404 Total marketable securities $ 12,921 $ - $ ( 4 ) $ 12,917 |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2022 | |
Balance Sheet Components [Abstract] | |
Balance Sheet Components | . Balance Sheet Components Property and Equipment, Net Property and equipment, net consists of the following (in thousands): September 31, December 31, Laboratory equipment $ 909 $ 943 Furniture and fixtures 28 28 Office equipment 25 25 Software 12 12 Total property and equipment 974 1,008 Less: accumulated depreciation ( 798 ) ( 763 ) Total property and equipment, net $ 176 $ 245 Depreciation expense for property and equipment was $ 28,000 and $ 26,000 for the three months ended September 30, 2022 and 2021, respectively, and $ 84,000 and $ 79,000 for the nine months ended September 30, 2022 and 2021, respectively. Accrued Liabilities Accrued liabilities consist of the following (in thousands): September 31, December 31, Accrued clinical trial and manufacturing costs $ 4,629 $ 6,472 Accrued personnel costs 1,480 1,172 Other accrued liabilities 987 844 Total accrued liabilities $ 7,096 $ 8,488 |
Lease
Lease | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | 6. Lease We lease our principal facility under a non-cancelable operating lease agreement with a lease term ending in March 2023 . As our lease does not provide an implicit rate, we used our incremental borrowing rate as the discount rate to calculate the present value of lease payments. The incremental borrowing rate represents an estimate of the interest rate that would be required to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The weighted-average discount rate associated with operating lease modifications was 5.05 %. As of September 30, 2022 and December 31, 2021, the right-of-use assets were $ 0.2 million and $ 0.5 million , respectively, and lease liabilities were $ 0.2 million and $ 0.5 million , respectively. Rent expense was $ 0.1 million for the three months ended September 30, 2022 and 2021 , and $ 0.3 million and $ 0.4 million for the nine months ended September 30, 2022 and 2021, respectively. Future minimum lease payments as of September 30, 2022, are as follows (in thousands): Operating Leases Year ending December 31, 2022 (3 months remaining) $ 106 2023 106 Total undiscounted future lease payments 212 Less: imputed interest ( 2 ) Total lease liabilities $ 210 |
Stockholder's Equity
Stockholder's Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholder's Equity | 7. Stockholder's Equity Preferred Stock As discussed in Note 3, Business Combination , we retroactively adjusted the shares issued and outstanding prior to July 29, 2022 to give effect to the exchange ratio established in the BCA to determine the number of shares of common stock into which they were converted. Prior to the Business Combination, Legacy Apexigen had shares of $ 0.001 par value Series A-1, Series A-2, Series B, and Series C preferred stock outstanding, all of which were convertible into shares of common stock of Legacy Apexigen on a 1:1 basis, subject to certain anti-dilution protections. Upon the Closing, the outstanding shares of preferred stock were converted into common stock of Legacy Apexigen, and then into common stock of Apexigen at a ratio of 1:0.102448, the exchange rate established in the BCA. July 29, 2022 (Closing Date) Convertible Preferred Stock Preferred Stock Shares Exchange Ratio Common Stock Shares Series A-1 (pre-combination) 39,196,116 0.102448 4,015,564 Series A-2 (pre-combination) 12,625,343 0.102448 1,293,442 Series B (pre-combination) 14,218,546 0.102448 1,456,662 Series C (pre-combination) 79,090,623 0.102448 8,102,706 Total 145,130,628 14,868,374 As of September 30, 2022, we are authorized to issue 20,000,000 shares of preferred stock with a par value of $ 0.0001 per share. The board of directors (the "Board") has the authority to issue preferred stock and to determine the rights, privileges, preferences, restrictions, and voting rights of those shares. As of September 30, 2022, we had no shares of preferred stock outstanding. Common Stock The holders of common stock are entitled to one vote per share on all matters to be voted on by the stockholders of Apexigen. Subject to the preferences that may be applicable to any outstanding shares of the convertible preferred stock, the holders of the common stock are entitled to receive ratably such dividends, if any, as the Board may declare. The Board has declared no dividends to date. At September 30, 2022, we had reserved the following shares of common stock for the following purposes: Options issued and outstanding 4,110,900 Options available for future grants 1,874,745 Shares available for Employee Stock Purchase Plan 257,341 Common stock warrants 3,728,821 Total common stock reserved for issuance 9,971,807 Lincoln Park In conjunction with the Transaction (see Note 1), we entered into a purchase agreement (the “Purchase Agreement”) and a registration rights agreement (“RRA”) with Lincoln Park in March 2022, which provides that we may sell to Lincoln Park up to $ 50.0 million of shares (the “Purchase Shares”) of our common stock. The aggregate number of shares that we can sell to Lincoln Park under the Purchase Agreement may not exceed 4.99 % of the outstanding common stock, subject to certain exceptions set forth in the Purchase Agreement. On the date of Closing, we issued 150,000 shares of common stock to Lincoln Park as an initial fee for its commitment to purchase shares of our common stock under the Purchase Agreement. On the date that is 90 calendar days after the date of Closing, we were obligated to issue to Lincoln Park the lesser of (i) $ 1.5 million of shares of common stock at a price per share equal to the arithmetic average of the closing sale price for our common stock during the ten consecutive business days immediately preceding the share delivery date and (ii) 500,000 shares of common stock. We recorded the additional commitment shares as liability for common stock to be issued in the consolidated balance sheets as of September 30, 2022. Liability for common stock to be issued was $ 1.4 million as of September 30, 2022. The liability is subject to re-measurement at each balance sheet date until issued, and any change in fair value is recognized and included as other income, net in the condensed consolidated statements of operations and comprehensive loss. Change in fair value of liability for common stock to be issued was approximately $ 150,000 for the three and nine months ended September 30, 2022. Subject to the terms of the Purchase Agreement, we have the right, in our sole discretion, to present Lincoln Park with a purchase notice (a “Regular Purchase Notice”), provided that the closing stock price of the common stock on the Nasdaq is not below $ 3.00 per share. Each Regular Purchase Notice would direct Lincoln Park to purchase up to $ 500,000 of Purchase Shares (a “Regular Purchase”), which amounts may be increased under certain circumstances. Lincoln Park’s committed obligation under any single Regular Purchase generally will not exceed $ 1.0 million. The Purchase Agreement provides for a purchase price per Purchase Shares for each Regular Purchase (the “Purchase Price”) equal to the lesser of (i) the lowest sale price of the common stock on the Nasdaq on the purchase date of such shares; and (ii) the average of the three lowest closing sale prices for the common stock traded on the Nasdaq during the ten consecutive business days ending on the business day immediately preceding the purchase date of such shares. In addition, on any date on which we submit a Regular Purchase Notice for the maximum amount allowed for such a Regular Purchase to Lincoln Park, we also have the right, in our sole discretion, to present Lincoln Park with an accelerated purchase notice (an “Accelerated Purchase Notice”), directing Lincoln Park to purchase an amount of Purchase Shares (an “Accelerated Purchase”), which number of Purchase Shares will not exceed the lesser of (i) 300% of the number of shares purchased pursuant to such Regular Purchase Notice and (ii) 30% of the total volume of shares of the common stock traded on the Nasdaq during the Accelerated Purchase period. The purchase price per Purchase Share for each such Accelerated Purchase will be equal to the lesser of 95% of (i) the volume-weighted average price of the common stock on the Nasdaq during the applicable Accelerated Purchase period on the applicable Accelerated Purchase date; and (ii) the closing sale price of the common stock on the Nasdaq on the applicable Accelerated Purchase date. Lincoln Park has no obligation to purchase shares under the Purchase Agreement unless we comply with the terms of the RRA. In September 2022, we received aggregate proceeds of $ 2.5 million from Regular Purchases of 616,684 shares of common stock under the Purchase Agreement. |
Public and Private Warrants
Public and Private Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Warrants [Abstract] | |
Public and Private Warrants | 8. Public and Private Warrants As of September 30, 2022, we had 3,601,000 public warrants and 123,500 private placement warrants outstanding, each with an exercise price of $ 11.50 per share. Each of these warrants became exercisable on August 28, 2022, which was 30 days after the Closing of the Transaction (Note 1), and will expire on the fifth anniversary of the Transaction, or earlier upon redemption or liquidation. We may call the public warrants for redemption: • in whole or in part; • at a price of $ 0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported closing price of the ordinary shares equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. If we call the public warrants for redemption, management will have the option to require all holders that wish to exercise the public warrants to do so on a “cashless basis,” as described in the warrant agreement. The private placement warrants are identical to the public warrants, except that none of the private placement warrants will be redeemable so long as they are held by the initial purchasers or any of their permitted transferees. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger, or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. |
Clinical Study Agreement Amendm
Clinical Study Agreement Amendment With Parker Institute | 9 Months Ended |
Sep. 30, 2022 | |
Clinical Study Agreement Amendment with Parker Institute [Abstract] | |
Clinical Study Agreement Amendment with Parker Institute | 9. Clinical Study Agreement Amendment with Parker Institute In April 2017, we entered into a collaboration agreement with Parker Institute for Cancer Immunotherapy (“PICI”) for the clinical development of sotiga. Under the terms of the arrangement, PICI funded the cost of a clinical trial of sotiga in combination with other agents in pancreatic cancer, and we supplied sotiga and provided related services. In October 2019, we and PICI amended the agreement to amend our payment obligations. As a result of the amendment, we paid $ 1.0 million and issued 132,213 shares of our common stock to PICI as compensation for services previously rendered. The $ 1.0 million payment and the fair value of the common stock of $ 0.9 million were recognized immediately as research and development expense. Upon PICI’s completion of milestones in 2020, we recognized $ 0.7 million in research and development expenses. There were no expenses recognized during the three and nine months ended September 30, 2022 and 2021 . Future amounts, up to an aggregate of $ 9.5 million in cash and shares of our common stock, are payable based on the achievement of certain clinical development milestones, none of which were probable as of September 30, 2022 , and no amounts have been recognized. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation Equity Incentive Plans In December 2010, we adopted the 2010 Stock Incentive Plan and 2010 Equity Incentive Plan, which expired in 2020. In August 2020, we adopted the 2020 Equity Incentive Plan. Upon the close of the Transaction (see Note 1), we adopted the 2022 Equity Incentive Plan (the 2022 Plan, the 2020 Equity Incentive Plan, the 2010 Stock Incentive Plan and the 2010 Equity Incentive Plan, collectively, the “Plans”). No further grants will be made under the 2020 Equity Incentive Plan. The 2022 Equity Incentive Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit, performance stock awards, and other forms of equity awards as described in the 2022 Equity Incentive Plan. Initially, the maximum number of shares of common stock that we may issue under the 2022 Equity Incentive Plan is 2,573,405 shares plus any shares that may be added to the 2022 Plan’s reserve if awards from the 2010 Equity Incentive Plan or 2020 Equity Incentive Plan expire, are canceled or otherwise terminate, up to a maximum of 3,461,319 shares added from such expirations, cancellations, and terminations. As of September 30, 2022, Apexigen had reserved 5,985,645 shares of common stock for the issuance of incentive and non-statutory stock options to purchase common stock, stock awards, and restricted stock awards to employees, directors, and consultants under the Plans. The number of shares of common stock reserved for issuance under the 2022 Equity Incentive Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2023 through January 1, 2032, in an amount equal to the lesser of (1) 5.0 % of the total number of shares of common stock outstanding on the last day of the calendar month before the date of each automatic increase, (2) 3,216,756 shares, or (3) such number of shares determined by the administrator of the 2022 Plan. The Board determines the period over which options become exercisable and options generally vest over a four-year period. No option will become exercisable after the expiration of ten years from the date of grant. The term of an incentive stock option (“ISO”) granted to a 10 % stockholder will not exceed five years from the date of the grant. The exercise price of an ISO and non-statutory stock option (“NSO”) will not be less than 100 % of the estimated fair value of the shares on the date of grant, respectively, and the exercise price of an ISO and NSO granted to a 10% stockholder will not be less than 110 % of the estimated fair value of the shares on the date of grant. In February 2021, we entered into a consulting agreement with a Board member and granted an option (the “Stock Option”) to acquire 20,489 shares of common stock. The Stock Option vests upon the achievement of certain performance milestones and has a ten-year term. Based on the guidance in ASC Topic 718, Stock Compensation , we concluded that the Stock Option is a performance-based stock option. As determined by the Board, we achieved one of the performance milestones under the Stock Option during 2021. As a result, 5,122 options were vested during the three months ended March 31, 2021, and we recognized $ 20,000 of stock-based compensation expense in the three months ended March 31, 2021. No other performance milestone was achieved as of September 30, 2022. The unrecognized stock-based compensation expense for this option as of September 30, 2022 is approximately $ 60,000 . In July 2022, we granted restricted stock awards for 23,518 shares of common stock to two former Board members of Legacy Apexigen . The stock-based compensation of these restricted stock awards is approximately $ 0.2 million and was recorded during the three months ended September 30, 2022. In September 2022, we granted options to purchase 700,000 shares of common stock to our non-executive Board members at an exercise price of $ 2.65 per share pursuant to our Outside Directors Compensation Policy . These stock options vest over 3 years in equal annual installments. The stock-based compensation of these stock options is approximately $ 1.3 million. Stock-based compensation is included in the consolidated statements of operations and comprehensive loss in research and development and general and administrative expense depending on the nature of the services provided. The following table illustrates stock-based compensation expense related to stock options granted under the Plans recognized for three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Research and development $ 126 $ 56 $ 384 $ 242 General and administrative 199 208 730 644 Total stock-based compensation $ 325 $ 264 $ 1,114 $ 886 During the nine months ended September 30, 2022 and 2021 , we granted options to purchase 1,252,937 shares and 158,264 shares of common stock with a weighted-average exercise price of $ 3.66 and $ 4.59 per share, respectively. For the options granted during the nine months ended September 30, 2022 and 2021 , we expect to recognize $ 3.2 million and $ 0.4 million of stock-based compensation over the related vesting period, respectively. The weighted-average grant date fair value of options granted during the nine months ended September 30, 2022 and 2021 was $ 2.64 and $ 3.39 per share, respectively. During the nine months ended September 30, 2022 and 2021 , options to purchase 603,202 shares and 187,850 shares, respectively, were cancelled. For the nine months ended September 30, 2022 and 2021 , the aggregate intrinsic value of the options exercised was $ 0.5 million and $ 0.2 million, respectively. As of September 30, 2022 , there was $ 3.5 million of unrecognized stock-based compensation cost related to stock options granted to employees and others under the Plans, which we expect to recognize over a weighted average period of 2.7 years. Equity Stock Purchase Plan In August 2022, we adopted the Apexigen, Inc. 2022 Employee Stock Purchase Plan (the “ESPP”). The ESPP provides eligible employees with a means of acquiring shares of our common stock at a discounted purchase price using their own accumulated payroll deductions. Under the terms of the ESPP, eligible employees can elect to have up to 15 % of their eligible compensation, up to a maximum of $ 25,000 per year, withheld to purchase shares of common stock for a purchase price equal to 85 % of the lower of the fair market value per share of common stock on (i) the commencement date of the 24-month offering period or (ii) the respective purchase date. The ESPP authorizes the issuance of 257,341 shares of common stock under purchase rights granted to our eligible employees or to eligible employees of any of our designated affiliates. The number of shares of common stock reserved for issuance will automatically increase on January 1 of each calendar year, beginning on January 1, 2023 through January 1, 2032, by the lesser of (1) 1.0% of the total number of shares of common stock outstanding on the last day of the calendar month before the date of the automatic increase, and (2) 536,126 shares; provided that before the date of any such increase, our Board may determine that such increase will be less than the amount set forth in clauses (1) and (2). The initial offering period will commence in November 2022. As of September 30, 2022, no shares of common stock were purchased under the ESPP. There was no expense related to the ESPP recognized during the nine months ended September 30, 2022. As of September 30, 2022, 257,341 shares were available under the ESPP for future issuance. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Indemnification As permitted under Delaware law and in accordance with our bylaws, we have agreed to indemnify our officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at our request in such capacity. The term of the indemnification period is equal to the officer’s or director’s lifetime. The maximum amount of potential future indemnification is unlimited. However, we currently hold director and officer liability insurance, which limits our exposure and may enable us to recover a portion of any future amounts paid. We believe that the fair value of these indemnification obligations is minimal. Accordingly, we have not recognized any liabilities relating to these obligations for any period presented. We have certain agreements with service providers and other parties with which we do business that contain indemnification provisions pursuant to which we have agreed to indemnify the party against certain types of third-party claims. It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Since these agreements were effective after September 30, 2022, there were no payments made by us under these agreements as of September 30, 2022. As of September 30, 2022, there was not a reasonable possibility that we had incurred a material loss with respect to indemnification of such parties. We had not recorded any liability for costs related to indemnification through September 30, 2022. Other No liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded as it is not probable that a liability has been incurred and the amount cannot be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. We enter into contracts in the normal course of business with contract research organizations for preclinical studies and clinical trials and contract manufacturing organizations for the manufacture of clinical trial materials. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The effective tax rate for the three and nine months ended September 30, 2022 and 2021 was zero . The difference between the effective income tax rate and the U.S. federal statutory rate of 21 % is primarily attributable to recording valuation allowances to offset deferred tax assets arising from federal and state net operating losses. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 13. Net Loss Per Share The following outstanding potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share for the periods presented due to their anti-dilutive effect: As of September 30, 2022 2021 Stock options 4,110,900 3,537,956 Common stock warrants 3,728,821 13,361 Total common stock reserved for issuance 7,839,721 3,551,317 |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Event | 14. Subsequent Events We have evaluated subsequent events through November 14, 2022, and determined that there have been no events that have occurred that would require adjustments to the disclosures in the consolidated financial statements. On October 7, 2022, our Board approved the grant of options to purchase 844,073 shares of common stock with an exercise price of $ 2.46 per share and the grant of 243,618 shares of restricted stock units to various employees and a consultant. The expected stock-based compensation of the stock options and the expected fair value of the restricted stock units totaled approximately $ 1.7 million. On October 28, 2022, we issued 500,000 shares of common stock to Lincoln Park to settle the liability for common stock to be issued. The issuance of common stock was related to the additional commitment fee due 90 calendar days after the date of Closing (see Note 7). The expected fair value of the common stock is approximately $ 1.3 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Statements | Unaudited Interim Consolidated Financial Statements The condensed consolidated balance sheet as of September 30, 2022, the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2022 and 2021, the condensed consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2022 and 2021, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021 are unaudited. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal, recurring adjustments that are necessary to present fairly our consolidated financial position as of September 30, 2022, our results of operations for the three and nine months ended September 30, 2022 and 2021 and our cash flows for the nine months ended September 30, 2022 and 2021. The financial data and the other financial information contained in these notes to the condensed consolidated financial statements related to the three- and nine- month periods are also unaudited. The condensed balance sheet as of December 31, 2021, is derived from our audited consolidated financial statements. The results of operations for the three and nine months ended September 30, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any other future annual or interim period. These condensed consolidated financial statements are not complete and are to be read in conjunction with our audited financial statements and the related notes for the year ended December 31, 2021. The audited financial statements and related notes for the year ended December 31, 2021 was filed in the Form S-1 and Form S-1/A on August 12, 2022 and September 1, 2022, respectively, with the U.S. Securities and Exchange Commission. |
Basis of Presentation | Basis of Presentation We prepare our consolidated financial statements and accompanying notes in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Emerging Growth Company | Emerging Growth Company We are 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 may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies. 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 Securities Exchange Act of 1934 (the "Exchange Act")) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our consolidated financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts expensed during the reporting period. On an ongoing basis, management evaluates its estimates, including those related to accruals for research and development costs, stock-based compensation, uncertain tax positions and fair values of common stock and preferred stock. We adjust such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions. |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Apexigen and its wholly owned subsidiary. All significant inter-company transactions and balances have been eliminated in consolidation. |
Segment Reporting | Segment Reporting We have one operating segment, which is the business of researching, developing and commercializing antibody therapeutics for oncology. Our chief operating decision maker, Chief Executive Officer, manages our operations on an aggregated basis for the purposes of allocating resources and evaluating financial performance. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market funds and corporate debt securities. The carrying amount of cash equivalents approximates their fair value. |
Short-Term Investments | Short-Term Investments Short-term investments consist of debt securities with original maturities of greater than three months from the date of purchase but less than one year from the balance sheet date. Such investments are considered available-for-sale and reported at fair value with unrealized gains and losses included as a component of stockholders’ deficit. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included as other income, net in the consolidated statements of operations and comprehensive loss. Realized gains and losses and declines in fair value determined to be other-than-temporary, if any, on investments are included in other income, net. We determine the cost of securities sold using the specific identification method. |
Fair Value Measurements | Fair Value Measurements We apply fair value accounting to all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The carrying amount of our financial assets and liabilities, including accounts payable and accrued expenses, approximate their fair values due to their short-term maturities. |
Concentrations of Credit and Other Risks | Concentrations of Credit and Other Risks Financial instruments that potentially subject us to a concentration of credit risk consist primarily of cash and cash equivalents and short-term investments. We hold our bank deposits at accredited financial institutions and these deposits may at times exceed insured limits. We are exposed to credit risk in the event of a default by the financial institutions holding our cash and cash equivalents to the extent of the amounts held in excess of federally insured limits. We limit our credit risk associated with cash and cash equivalents by placing them with financial institutions we believe are of high quality. We have not experienced any losses on our deposits of cash. Our investment policy limits investments to certain types of securities issued by the U.S. government, its agencies and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. As of September 30, 2022 and 2021 , we had no off-balance sheet concentrations of credit risk. We are subject to a number of risks similar to other early-stage biopharmaceutical companies, including the need to obtain adequate additional funding, possible failure of clinical trials, the need to obtain marketing approval for our product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of our products, and protection of proprietary technology. If we do not successfully develop, obtain regulatory approval for, commercialize or partner our product candidates, we will be unable to generate revenue from product sales or achieve profitability. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets. The estimated useful life of laboratory equipment, furniture and fixtures, office equipment, and software ranges from two to five years . We expense maintenance, repair and calibration costs as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Our long-lived assets are comprised principally of our property and equipment and right-of-use lease assets. We periodically evaluate our long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets or group of assets may not be fully recoverable. We deem a long-lived asset impaired when the undiscounted future cash flows expected to be generated by the asset or group of assets is less than the carrying amount of the assets. If there is an impairment, we would reduce the carrying amount of the assets through an impairment charge, to their estimated fair values based on a discounted cash flow approach or, when available and appropriate, to comparable market values. We recorded no impairment of long-lived assets during the three and nine months ended September 30, 2022 . |
Deferred Transaction Costs | Deferred Transaction Costs Deferred transaction costs consist of direct legal, accounting, filing and other fees and costs directly attributable to the Transaction (see Note 3). We capitalized deferred transaction costs prior to the close of the Transaction and included in prepaid expenses and other current assets. We reclassified the deferred transaction costs related to the Transaction to additional paid-in capital to offset the proceeds received upon closing of the Transaction. There were deferred transaction costs of $ 0.5 million on the consolidated balance sheet as of December 31, 2021 . Upon the close of the Transaction, we reclassified transaction costs of $ 9.2 million to additional paid-in capital to offset the proceeds received, where we paid transaction costs of approximately $ 11,000 in 2021, paid $ 8.7 million in 2022, and accrued $ 0.5 million as of September 30, 2022 (see Note 3). |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs consist of direct costs and commitment fees directly attributable to the commencement of the equity line of credit from Lincoln Park Capital Fund, LLC upon closing of the Transaction (see Note 7). We capitalize deferred financing costs and amortize these costs over 24 months of the equity line of credit. As of September 30, 2022, deferred financing costs totaled $ 3.3 million . Amortization expense for deferred financing costs was $ 0.3 million for the three and nine months ended September 30, 2022 . |
Revenue Recognition | Revenue Recognition Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers , we recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consolidated balance sheets to which we expect to be entitled in exchange for those goods or services. We have not commenced sales of our drug candidates and did not have a product approved for marketing as of September 30, 2022. We may also earn contingent fees, including milestone payments based on counterparty performance and royalties on sales, from collaborations and other out-license arrangements. We will recognize milestone payments as revenue once the underlying events are probable of being met and there is not a significant risk of reversal. We will recognize sales-based royalties as revenue when the underlying sales occur. In October 2019, Novartis’ Beovu ® product, which is covered by one of our license agreements, was approved for commercial product sale. Under this agreement, Novartis is obligated to pay us a very low single-digit royalty on net sales of the Beovu product. However, Novartis has disputed its obligation to pay us royalties on Beovu sales under this agreement. As a result, we have determined that any sales-based Beovu product royalty revenue that we may earn under this agreement is currently fully constrained. We have recorded the royalty proceeds as deferred revenue in the consolidated balance sheets. As of September 30, 2022 and December 31, 2021, deferred revenue totaled $ 5.1 million and $ 3.6 million , respectively. |
Leases | Lease We determine if an arrangement is a lease at inception and if so, we determine whether the lease qualifies as an operating or a finance lease. We include operating lease in operating lease right-of-use (“ROU”) assets and lease liabilities in our consolidated balance sheets. We did not have any finance leases as of September 30, 2022 or December 31, 2021 . ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. We recognize operating lease ROU assets and liabilities at the lease commencement date based on the present value of lease payments over the lease term. When a lease does not provide an implicit rate, we use an incremental borrowing rate based on the information available at the commencement date to determine the present value of lease payments. We use the implicit rate when readily determinable. The operating lease ROU assets also include any lease payments made and exclude lease incentives when paid by us or on our behalf. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We recognize lease expense for lease payments on a straight-line basis over the lease term. We also made an accounting policy election to recognize lease expense for short-term leases with a term of 12 months or less on a straight-line basis over the lease term and not to recognize ROU assets or lease liabilities for such leases. We lease our facility under a non-cancelable operating lease agreement and recognize related rent expense on a straight-line basis over the terms of the leases. As an implicit interest rate is not readily determinable in our lease, the incremental borrowing rate is based on information available on the adoption date in determining the present value of lease payments. The lease term for our operating lease includes the non-cancellable period of the lease plus any additional periods covered by its option to extend the lease that we are reasonably certain to exercise. |
Research and Development Expenses | Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses are primarily for the development of sotiga, our lead product candidate, as well as APX601 and other product candidates. Research and development costs consist primarily of external costs related to clinical development, contract manufacturing, preclinical development and discovery as well as personnel costs and allocated overhead, such as rent, equipment, depreciation, and utilities. Personnel costs consist of salaries, employee benefits and stock-based compensation. We estimate external research and development expenses based on the services performed, pursuant to contracts with commercial and academic institutions that conduct and manage research and development services on our behalf. We record the costs of research and development activities based upon the estimated amount of services provided but not yet invoiced and include these costs in accrued liabilities in the consolidated balance sheets. These costs are a component of our research and development expenses. We accrue these costs based on factors such as the number of patient visits, the number of active patients, the number of patients enrolled, estimates of the work completed and other measures in accordance with agreements established with our third-party service providers under the service agreements. As actual costs become known, we adjust our accrued liabilities. We have not experienced any significant differences between accrued costs and actual costs incurred. However, the status and timing of actual services performed may vary from our estimates, resulting in adjustments to expense in future periods. Changes in these estimates that result in significant changes to our accruals could significantly affect our results of operations. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are capitalized and then expensed as the related goods are delivered or the services are performed. We evaluate such payments for current or long-term classification based on when they will be realized. |
Preferred Stock Warrant Liability | Preferred Stock Warrant Liability We record at fair value freestanding puttable or redeemable warrants, or warrants which are not considered to be indexed to our stock and include this amount in accrued expenses on our consolidated balance sheets. On the Closing of the Transaction, the preferred stock warrant that was outstanding immediately before the Closing became a common stock warrant. We adjusted the carrying value of such warrant to its estimated fair value at the Closing based upon the value of our common stock warrant and reclassified from accrued expenses to additional paid-in capital on the date of Closing. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities We account for the private placement warrants issued in connection with the initial public offering as derivative warrant liabilities in accordance with FASB ASC Topic 815, “ Derivative and Hedging ”. Accordingly, we recognize the private placement warrants as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized and included as other income, net in the condensed consolidated statements of operations and comprehensive loss. We measured the fair value of the private placement warrants using a Black-Scholes option-pricing model. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. As of September 30, 2022, deferred warrant liabilities were approximately $ 28,000 . Change in fair value of derivative warrant liabilities was approximately $ 62,000 for the three and nine months ended September 30, 2022 . |
Stock-Based Compensation | Stock-Based Compensation We measure all stock-based awards granted to employees and non-employees based on the estimated grant date fair value. For awards subject to service-based vesting conditions, we recognize stock-based compensation expense on a straight-line basis over the requisite service period, which is generally the vesting term. For awards subject to performance-based vesting conditions, we recognize stock-based compensation expense using the accelerated attribution method when it is probable that the performance condition will be achieved. We recognize forfeitures as they occur. We use the Black-Scholes option-pricing model to estimate the fair value of stock option awards and recognize expense using the straight-line attribution approach. The Black-Scholes option-pricing model requires assumptions to be made related to the fair value of our common stock, the expected term of the awards, expected stock priced volatility, risk-free rate for a period that approximates the expected term of the awards and the expected dividend yield. |
Income Taxes | Income Taxes We account for income taxes under the asset and liability method. Under this method, we recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. We measure deferred tax assets and liabilities using enacted tax rates applied to taxable income in the years in which we expect to realize those temporary differences. We recognize the effect on deferred tax assets and liabilities of a change in tax rates as income or loss in the period that includes the enactment date. We establish a valuation allowance, when necessary, to reduce deferred tax assets to the amount we expect to realize. We recognize the financial statement effects of uncertain tax positions when it is more-likely-than-not, based on the technical merits of the position, that it will be sustained upon examination. We include interest and penalties related to unrecognized tax benefits within the provision of income tax. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss and certain changes in stockholders’ deficit that are excluded from net loss, primarily unrealized gains or losses on our marketable securities. |
Net Loss per Share | Net Loss per Share We calculate basic net loss per share by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is the same as basic net loss per share for each period presented, since the effects of potentially dilutive securities are antidilutive given our net loss. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The adoption dates discussed below reflect the election as an emerging growth company. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , as clarified in subsequent amendments. The standard changes the impairment model for certain financial instruments. The new model is a forward-looking expected loss model and will apply to financial assets subject to credit losses and measured at amortized cost and certain off-balance sheet credit exposures. This includes loans, held-to-maturity debt securities, loan commitments, financial guarantees and net investments in leases, as well as trade receivables. For available-for-sale debt securities with unrealized losses, credit losses will be measured in a manner similar to the existing standard, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. The standard is effective for Apexigen for fiscal years and interim periods beginning January 1, 2023. Early adoption is permitted. We have not yet assessed the effect of adopting the standard on our consolidated financial statements. |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Schedule of Reconciliation of Elements of Business Combination | The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statement of changes in stockholders’ equity (in thousands): Cash - BCAC's trust (net of redemption) $ 4,435 Cash - Private offering 14,520 Less: BCAC's Extension and Working Capital Notes repayment in 2022 ( 861 ) Proceeds from business combination and private offering for the nine months ended September 30, 2022 18,094 Less: transaction costs paid in 2022 ( 8,729 ) Net proceeds from business combination and private offering for the nine months ended September 30, 2022 9,365 Less: transaction costs paid in 2021 ( 11 ) Less: transaction costs accrued as of September 30, 2022 ( 492 ) Plus: net assets of BCAC ( 394 ) Business combination and private offering for the nine months ended September 30, 2022 $ 8,468 The number of shares of common stock issued immediately following the consummation of the Business Combination was: Common stock, outstanding prior to Business Combination 5,061,592 Less: redemption of BCAC shares ( 4,618,607 ) Common stock of BCAC 442,985 BCAC Sponsor shares 1,190,979 BCAC Representative shares 57,500 Shares issued in private offering 1,452,000 Business combination and private offering shares 3,143,464 Legacy Apexigen shares 18,147,032 Total shares of common stock immediately after Business Combination 21,290,496 Exercise of Legacy Apexigen common stock warrant 4,539 Shares issued to Lincoln Park (Note 7) 150,000 Total shares of common stock on July 29, 2022 21,445,035 The number of Legacy Apexigen's shares was determined as follows: Legacy Apexigen Shares Legacy Apexigen Shares, effected for Exchange Ratio Balance as of December 31, 2020 30,521,693 3,126,980 Recapitalization applied to Convertible Preferred Stock outstanding at December 31, 2020 145,130,628 14,868,374 Exercise of common stock options - 2021 548,972 56,238 Exercise of common stock options - 2022 (pre-Closing) 702,074 71,922 Exercise of common stock restricted awards - 2022 (pre-Closing) 229,556 23,518 Total 177,132,923 18,147,032 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Apexigen measured at fair value on a recurring basis | The following tables set forth the financial instruments that we measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): September 30, 2022 Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 12,553 $ - $ - $ 12,553 U.S. treasury securities 3,970 - - 3,970 Government debt securities - 3,995 - 3,995 Total $ 16,523 $ 3,995 $ - $ 20,518 Financial liability: Derivative warrant liabilities $ - $ - $ 28 $ 28 Total $ - $ - $ 28 $ 28 December 31, 2021 Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 18,526 $ - $ - $ 18,526 Commercial paper - 5,498 - 5,498 Corporate debt securities - 4,512 - 4,512 Government debt securities - 1,503 - 1,503 Asset backed securities - 1,404 - 1,404 Total $ 18,526 $ 12,917 $ - $ 31,443 Financial liability: Preferred stock warrant liability $ - $ - $ 2 $ 2 Total $ - $ - $ 2 $ 2 |
Summary of fair value of Apexigen's marketable securities and the gross unrealized holding gains and losses | The following tables summarize the estimated fair value of our marketable securities and the gross unrealized holding gains and losses (in thousands): September 30, 2022 Unrealized Amortized Gains Losses Estimated Cash and cash equivalents: Cash $ 155 $ - $ - $ 155 Money market funds 12,553 - - 12,553 Total cash and cash equivalents $ 12,708 $ - $ - $ 12,708 Marketable securities: U.S. treasury securities $ 3,970 $ - $ - $ 3,970 Government debt securities 4,000 ( 5 ) 3,995 Total marketable securities $ 7,970 $ - $ ( 5 ) $ 7,965 December 31, 2021 Unrealized Amortized Gains Losses Estimated Cash and cash equivalents: Cash $ 4,917 $ - $ - $ 4,917 Money market funds 18,526 - - 18,526 Total cash and cash equivalents $ 23,443 $ - $ - $ 23,443 Marketable securities: Commercial paper $ 5,498 $ - $ - $ 5,498 Corporate debt securities 4,515 - ( 3 ) 4,512 Government debt securities 1,503 - - 1,503 Asset backed securities 1,405 - ( 1 ) 1,404 Total marketable securities $ 12,921 $ - $ ( 4 ) $ 12,917 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Balance Sheet Components [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consists of the following (in thousands): September 31, December 31, Laboratory equipment $ 909 $ 943 Furniture and fixtures 28 28 Office equipment 25 25 Software 12 12 Total property and equipment 974 1,008 Less: accumulated depreciation ( 798 ) ( 763 ) Total property and equipment, net $ 176 $ 245 |
Summary of Accrued liabilities | Accrued liabilities consist of the following (in thousands): September 31, December 31, Accrued clinical trial and manufacturing costs $ 4,629 $ 6,472 Accrued personnel costs 1,480 1,172 Other accrued liabilities 987 844 Total accrued liabilities $ 7,096 $ 8,488 |
Lease (Tables)
Lease (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Summary of future minimum lease payments | Future minimum lease payments as of September 30, 2022, are as follows (in thousands): Operating Leases Year ending December 31, 2022 (3 months remaining) $ 106 2023 106 Total undiscounted future lease payments 212 Less: imputed interest ( 2 ) Total lease liabilities $ 210 |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Convertible Preferred Stock | Upon the Closing, the outstanding shares of preferred stock were converted into common stock of Legacy Apexigen, and then into common stock of Apexigen at a ratio of 1:0.102448, the exchange rate established in the BCA. July 29, 2022 (Closing Date) Convertible Preferred Stock Preferred Stock Shares Exchange Ratio Common Stock Shares Series A-1 (pre-combination) 39,196,116 0.102448 4,015,564 Series A-2 (pre-combination) 12,625,343 0.102448 1,293,442 Series B (pre-combination) 14,218,546 0.102448 1,456,662 Series C (pre-combination) 79,090,623 0.102448 8,102,706 Total 145,130,628 14,868,374 |
Summary of Common stock | At September 30, 2022, we had reserved the following shares of common stock for the following purposes: Options issued and outstanding 4,110,900 Options available for future grants 1,874,745 Shares available for Employee Stock Purchase Plan 257,341 Common stock warrants 3,728,821 Total common stock reserved for issuance 9,971,807 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Based Compensation Expense Related To Stock Options Granted | The following table illustrates stock-based compensation expense related to stock options granted under the Plans recognized for three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Research and development $ 126 $ 56 $ 384 $ 242 General and administrative 199 208 730 644 Total stock-based compensation $ 325 $ 264 $ 1,114 $ 886 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Diluted Net Loss Per Share for the Periods Presented Due To Their Anti-Dilutive Effect | The following outstanding potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share for the periods presented due to their anti-dilutive effect: As of September 30, 2022 2021 Stock options 4,110,900 3,537,956 Common stock warrants 3,728,821 13,361 Total common stock reserved for issuance 7,839,721 3,551,317 |
Organization and Description _2
Organization and Description of the Business - Additional Information (Detail) - USD ($) | 9 Months Ended | ||||
Jul. 29, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Mar. 17, 2022 | Dec. 31, 2021 | |
Organization Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||
Business acquisition, transaction costs | $ 9,200,000 | $ 8,700,000 | $ 11,000 | ||
Paid off extension and working capital notes | $ 900,000 | ||||
Cash, cash equivalents and short term investments | 20,700,000 | ||||
Accumulated deficit | $ (170,362,000) | $ (144,724,000) | |||
Lincoln Park Capital Fund [Member] | |||||
Organization Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||
Number of shares issued in transaction | 500,000 | ||||
Maximum amount of purchase of common stock | 50,000,000 | ||||
PIPE Investment [Member] | |||||
Organization Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||
Business acquisition, transaction costs | 9,200,000 | ||||
Sale of stock consideration received on transaction | 19,000,000 | ||||
Proceeds from sale maturity and collections of investments | $ 14,500,000 | ||||
Number of shares issued in transaction | 1,452,000 | ||||
Common stock closing price | $ 10 | ||||
Number of securities called by each warrant or right | 1 | ||||
Exercise price of warrants or rights | $ 11.50 | ||||
Number of days commences for share purchase after the closing and terminating on the five-year anniversary | 30 days | ||||
PIPE Investment [Member] | Cash [Member] | |||||
Organization Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||
Assets held in trust | $ 4,500,000 | ||||
Business Combination Agreement [Member] | Combined Company [Member] | |||||
Organization Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||
Transaction value | $ 205,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) Segment | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Deferred revenue | $ 5,137,000 | $ 5,137,000 | $ 3,610,000 | ||
Amortization expense for deferred financing costs | 300,000 | 300,000 | |||
Change in fair value of derivative warrant liabilities | 62,000 | 62,000 | |||
Deferred financing costs | 3,300,000 | $ 3,300,000 | |||
Short term leases term | 12 months | ||||
Number of operating segments | Segment | 1 | ||||
Concentration risk, credit risk off balance sheet amount | 0 | $ 0 | $ 0 | $ 0 | |
Impairment of long lived assets | $ 0 | $ 0 | $ 0 | $ 0 | |
Minimum [Member] | Laboratory Equipment [Member] | |||||
Property plant and equipment useful life | 2 years | ||||
Minimum [Member] | Furniture and Fixtures [Member] | |||||
Property plant and equipment useful life | 2 years | ||||
Minimum [Member] | Office Equipment [Member] | |||||
Property plant and equipment useful life | 2 years | ||||
Minimum [Member] | Software Development [Member] | |||||
Property plant and equipment useful life | 2 years | ||||
Maximum [Member] | Laboratory Equipment [Member] | |||||
Property plant and equipment useful life | 5 years | ||||
Maximum [Member] | Furniture and Fixtures [Member] | |||||
Property plant and equipment useful life | 5 years | ||||
Maximum [Member] | Office Equipment [Member] | |||||
Property plant and equipment useful life | 5 years | ||||
Maximum [Member] | Software Development [Member] | |||||
Property plant and equipment useful life | 5 years | ||||
Prepaid Expenses and Other Current Assets [Member] | |||||
Deferred transaction costs | $ 500,000 |
Business Combination - Addition
Business Combination - Additional Information (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | |||
Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Jul. 29, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Business Acquisition [Line Items] | ||||
Common stock, shares authorized | shares | 1,000,000,000 | 23,563,040 | ||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | shares | 20,000,000 | |||
Preferred stock, par value | $ / shares | $ 0.0001 | |||
Proceeds from common stock issuance to Lincoln Park | $ 2,500 | $ 0 | ||
Repayment of working capital notes | (861) | |||
Proceeds from Business Combination and PIPE financing before offsetting | 18,094 | 0 | ||
Offering costs | $ 8,729 | $ 50 | ||
Legacy Apexigen [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, effective date | Jul. 29, 2022 | |||
Common stock, shares authorized | shares | 1,000,000,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | |||
Preferred stock, shares authorized | shares | 20,000,000 | |||
Preferred stock, par value | $ / shares | $ 0.0001 | |||
Convertible preferred stock converted into common stock | shares | 145,130,628 | |||
Exchange Ratio | 0.102448 | |||
Repayment of working capital notes | $ 900 | |||
Business combination, direct and incremental costs related Costs | $ 9,200 | |||
Legacy Apexigen [Member] | PIPE Investment [Member] | ||||
Business Acquisition [Line Items] | ||||
Shares redeemed (in shares) | shares | 4,618,607 | |||
Gross Common Stock Redemption Payments | $ 47,200 | |||
Exercise of common stock warrant (in shares) | shares | 1,452,000 | |||
Sale of Stock, Price Per Share | $ / shares | $ 10 | |||
Proceeds from common stock issuance to Lincoln Park | $ 14,500 | |||
Proceeds from Business Combination and PIPE financing before offsetting | 19,000 | |||
Offering costs | $ 9,200 | |||
Apexigen [Member] | ||||
Business Acquisition [Line Items] | ||||
Authorized shares of capital stock | shares | 1,020,000,000 |
Business Combination - Schedule
Business Combination - Schedule of Reconciliation of Elements (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Cash Acquired from Acquisition | $ 4,435,000 | |||
Cash - Private offering | 14,520,000 | |||
Less: BCAC's Extension and Working Capital Notes repayment in 2022 | (861,000) | |||
Less: transaction costs paid | (9,200,000) | $ (8,700,000) | $ (11,000) | |
Less: transaction costs accrued as of September 30, 2022 | (500,000) | |||
Legacy Apexigen [Member] | ||||
Business Acquisition [Line Items] | ||||
Less: BCAC's Extension and Working Capital Notes repayment in 2022 | 900,000 | |||
Less: transaction costs paid | (8,729,000) | $ (11,000) | ||
Net proceeds from business combination and private offering for the nine months ended September 30, 2022 | 9,365,000 | |||
Less: transaction costs accrued as of September 30, 2022 | (492,000) | |||
Plus: net assets of BCAC | (394,000) | |||
Business combination and private offering for the nine months ended September 30, 2022 | $ 8,468,000 |
Business Combination - Schedu_2
Business Combination - Schedule of Number of Common Stock Issued Following the Business Combination (Details) - shares | 9 Months Ended | ||
Sep. 30, 2022 | Jul. 29, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Common stock, outstanding prior to Business Combination | 22,065,347 | 14,868,374 | 18,051,470 |
Common stock, shares outstanding | 22,065,347 | 14,868,374 | 18,051,470 |
Legacy Apexigen [Member] | |||
Business Acquisition [Line Items] | |||
Common stock, outstanding prior to Business Combination | 5,061,592 | 21,445,035 | |
Less: redemption of BCAC shares | (4,618,607) | ||
Common stock of BCAC | 442,985 | ||
BCAC Sponsor shares | 1,190,979 | ||
Common Stock Represntative Shares | 57,500 | ||
BCAC Represntative shares | 1,452,000 | ||
Business Combination and private offering shares | 3,143,464 | ||
Legacy Apexigen shares | 18,147,032 | ||
Total shares of common stock immediately after Business Combination | 21,290,496 | ||
Exercise of Legacy Apexigen common stock warrants | 4,539 | ||
Shares issued to Lincoln Park | 150,000 | ||
Common stock, shares outstanding | 5,061,592 | 21,445,035 |
Business Combination - Schedu_3
Business Combination - Schedule of Number of Legacy Apexigen Shares (Details) - Legacy Apexigen [Member] - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Common stock, shares | 177,132,923 | 30,521,693 |
Recapitalization Applied to Convertible Preferred Stock Outstanding at December 31, 2020 | 145,130,628 | |
Common Stock Shares effected for Exchange Ratio | 18,147,032 | 3,126,980 |
Recapitalization applied to Convertible Preferred Stock outstanding at December 31, 2020 | 14,868,374 | |
2022 Stock Options [Member] | ||
Business Acquisition [Line Items] | ||
Exercise of common stock options (Shares) | 702,074 | |
Exercise of common stock restricted awards - 2022 | 229,556 | |
Exercise of common stock options, Effected for Exchange Ratio | 71,922 | |
Exercise of common stock restricted awards effected for exchange ratio | 23,518 | |
2021 Stock Options [Member] | ||
Business Acquisition [Line Items] | ||
Exercise of common stock options (Shares) | 548,972 | |
Exercise of common stock options, Effected for Exchange Ratio | 56,238 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Apexigen measured at fair value on a recurring basis (Detail) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Financial assets: | ||
Assets, Fair Value Disclosure | $ 20,518 | $ 31,443 |
Financial liability: | ||
Financial Liabilities Fair Value Disclosure | 28 | 2 |
Preferred stock warrant liability [Member] | ||
Financial liability: | ||
Financial Liabilities Fair Value Disclosure | 2 | |
Derivative Warrant Liabilities [Member] | ||
Financial liability: | ||
Financial Liabilities Fair Value Disclosure | 28 | |
Money market funds [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | 12,553 | 18,526 |
U.S. treasury securities [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | 3,970 | |
Commercial paper [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | 5,498 | |
Corporate debt securities [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | 4,512 | |
Government debt securities [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | 3,995 | 1,503 |
Asset backed securities [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | 1,404 | |
Fair Value, Inputs, Level 1 [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | 16,523 | 18,526 |
Financial liability: | ||
Financial Liabilities Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Preferred stock warrant liability [Member] | ||
Financial liability: | ||
Financial Liabilities Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 1 [Member] | Money market funds [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | 12,553 | 18,526 |
Fair Value, Inputs, Level 1 [Member] | U.S. treasury securities [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | 3,970 | |
Fair Value, Inputs, Level 1 [Member] | Commercial paper [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 1 [Member] | Corporate debt securities [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 1 [Member] | Government debt securities [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Asset backed securities [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | 3,995 | 12,917 |
Financial liability: | ||
Financial Liabilities Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Preferred stock warrant liability [Member] | ||
Financial liability: | ||
Financial Liabilities Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 2 [Member] | Money market funds [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | U.S. treasury securities [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 2 [Member] | Commercial paper [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | 5,498 | |
Fair Value, Inputs, Level 2 [Member] | Corporate debt securities [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | 4,512 | |
Fair Value, Inputs, Level 2 [Member] | Government debt securities [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | 3,995 | 1,503 |
Fair Value, Inputs, Level 2 [Member] | Asset backed securities [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | 1,404 | |
Fair Value, Inputs, Level 3 [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | 0 | 0 |
Financial liability: | ||
Financial Liabilities Fair Value Disclosure | 28 | 2 |
Fair Value, Inputs, Level 3 [Member] | Preferred stock warrant liability [Member] | ||
Financial liability: | ||
Financial Liabilities Fair Value Disclosure | 2 | |
Fair Value, Inputs, Level 3 [Member] | Derivative Warrant Liabilities [Member] | ||
Financial liability: | ||
Financial Liabilities Fair Value Disclosure | 28 | |
Fair Value, Inputs, Level 3 [Member] | Money market funds [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | U.S. treasury securities [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 3 [Member] | Commercial paper [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 3 [Member] | Corporate debt securities [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 3 [Member] | Government debt securities [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | $ 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Asset backed securities [Member] | ||
Financial assets: | ||
Assets, Fair Value Disclosure | $ 0 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Reclassification of warrant | $ 62,000 | $ 62,000 | |
Description of the valuation input used | Black-Scholes option-pricing model | Black-Scholes | |
Share based compensation by share based payment arrangement dividend rate | 0% | ||
Preferred Stock Warrant Liability [Member] | |||
Reclassification of warrant | $ 2,000 | ||
Derivative Warrant Liabilities [Member] | |||
Reclassification of warrant | $ 28,000 |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of fair value of Apexigen's marketable securities and the gross unrealized holding gains and losses (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | $ 7,970 | $ 12,921 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (5) | (4) |
Estimated Fair Value | 7,965 | 12,917 |
U.S. treasury securities [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 3,970 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Estimated Fair Value | 3,970 | |
Commercial paper [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 5,498 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Estimated Fair Value | 5,498 | |
Corporate debt securities [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 4,515 | |
Unrealized Gains | 0 | |
Unrealized Losses | (3) | |
Estimated Fair Value | 4,512 | |
Government debt securities [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 4,000 | 1,503 |
Unrealized Gains | 0 | |
Unrealized Losses | (5) | 0 |
Estimated Fair Value | 3,995 | 1,503 |
Asset backed securities [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 1,405 | |
Unrealized Gains | 0 | |
Unrealized Losses | (1) | |
Estimated Fair Value | 1,404 | |
Cash [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 155 | 4,917 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Estimated Fair Value | 155 | 4,917 |
Money market funds [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 12,553 | 18,526 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Estimated Fair Value | 12,553 | 18,526 |
Total cash and cash equivalents [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 12,708 | 23,443 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Estimated Fair Value | $ 12,708 | $ 23,443 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 974 | $ 1,008 |
Less: accumulated depreciation | (798) | (763) |
Total property and equipment, net | 176 | 245 |
Laboratory equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 909 | 943 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 28 | 28 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 25 | 25 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 12 | $ 12 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary of Accrued liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Accrued Liabilities [Line Items] | ||
Accrued clinical trial and manufacturing costs | $ 4,629 | $ 6,472 |
Accrued personnel costs | 1,480 | 1,172 |
Other accrued liabilities | 987 | 844 |
Total accrued liabilities | $ 7,096 | $ 8,488 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Balance Sheet Components [Abstract] | ||||
Depreciation expense for property and equipment | $ 28,000 | $ 26,000 | $ 84,000 | $ 79,000 |
Lease - Additional Information
Lease - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Leases [Abstract] | |||||
Operating lease agreement lease term | 2023-03 | ||||
Operating lease, weighted average discount rate, percent | 5.05% | 5.05% | |||
Right-of-use assets | $ 198 | $ 198 | $ 483 | ||
Lease liability | 210 | 210 | $ 500 | ||
Rent Expense | $ 100 | $ 100 | $ 300 | $ 400 |
Lease - Summary of future minim
Lease - Summary of future minimum lease payments (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | ||
2022 (3 months remaining) | $ 106 | |
2023 | 106 | |
Total undiscounted future lease payments | 212 | |
Less: imputed interest | (2) | |
Total lease liabilities | $ 210 | $ 500 |
Stockholder's Equity - Schedule
Stockholder's Equity - Schedule of Convertible Preferred Stock (Detail) | Jul. 29, 2022 shares | Sep. 30, 2022 shares | Dec. 31, 2021 shares |
Convertible Preferred Stock [Line Items] | |||
Preferred stock, shares outstanding | 145,130,628 | 0 | |
Common stock, shares outstanding | 14,868,374 | 22,065,347 | 18,051,470 |
Series A-1 convertible preferred stock [Member] | |||
Convertible Preferred Stock [Line Items] | |||
Preferred stock, shares outstanding | 39,196,116 | ||
Exchange Ratio | 0.102448 | ||
Common stock, shares outstanding | 4,015,564 | ||
Series A-2 convertible preferred stock [Member] | |||
Convertible Preferred Stock [Line Items] | |||
Preferred stock, shares outstanding | 12,625,343 | ||
Exchange Ratio | 0.102448 | ||
Common stock, shares outstanding | 1,293,442 | ||
Series B convertible preferred stock [Member] | |||
Convertible Preferred Stock [Line Items] | |||
Preferred stock, shares outstanding | 14,218,546 | ||
Exchange Ratio | 0.102448 | ||
Common stock, shares outstanding | 1,456,662 | ||
Series C convertible preferred stock [Member] | |||
Convertible Preferred Stock [Line Items] | |||
Preferred stock, shares outstanding | 79,090,623 | ||
Exchange Ratio | 0.102448 | ||
Common stock, shares outstanding | 8,102,706 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jul. 29, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||
Preferred stock, shares outstanding | 145,130,628 | 0 | 0 | |
Change in fair value of liability for common stock to be issued | $ (150,000) | $ 0 | ||
Lincoln Park Purchase Agreement [Member] | Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Ownership percentage | 4.99% | 4.99% | ||
Lincoln Park Capital Fund [Member] | ||||
Class of Stock [Line Items] | ||||
Number of trading days for determining share price | 90 days | |||
Proceeds from purchase of common stock | $ 2,500,000 | |||
Common stock liability | $ 1,400,000 | 1,400,000 | ||
Change in fair value of liability for common stock to be issued | $ 150,000 | 150,000 | ||
Stock issued during period | $ 1,000,000 | |||
Maximum amount of purchase of common stock | $ 50,000,000 | |||
Number of shares issued in transaction | 500,000 | |||
Accelerated share purchases settlement description | (i) 300% of the number of shares purchased pursuant to such Regular Purchase Notice and (ii) 30% of the total volume of shares of the common stock traded on the Nasdaq during the Accelerated Purchase period. The purchase price per Purchase Share for each such Accelerated Purchase will be equal to the lesser of 95% of (i) the volume-weighted average price of the common stock on the Nasdaq during the applicable Accelerated Purchase period on the applicable Accelerated Purchase date; and (ii) the closing sale price of the common stock on the Nasdaq on the applicable Accelerated Purchase date. Lincoln Park has no obligation to purchase shares under the Purchase Agreement unless we comply with the terms of the RRA. | |||
Common stock share purchased | 616,684 | |||
Lincoln Park Capital Fund [Member] | Commitment Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued during period | $ 1,500,000 | |||
Number of shares issued in transaction | 150,000 | |||
Lincoln Park Capital Fund [Member] | Commitment Shares [Member] | Maximum [Member] | ||||
Class of Stock [Line Items] | ||||
Number of shares issued in transaction | 500,000 | |||
Lincoln Park Capital Fund [Member] | Purchase Share [Member] | ||||
Class of Stock [Line Items] | ||||
Maximum amount of purchase of common stock | $ 50,000,000 | |||
Nasdaq Capital Market [Member] | ||||
Class of Stock [Line Items] | ||||
Number of trading days for determining share price | 10 days | |||
Common stock closing price | $ 3 | $ 3 | ||
Series C Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value | 0.001 | 0.001 | ||
Series B Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value | 0.001 | 0.001 | ||
Series A-1 Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value | 0.001 | 0.001 | ||
Series A-2 Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Stockholder's Equity - Summary
Stockholder's Equity - Summary of Common Stock (Detail) | Sep. 30, 2022 shares |
Common stock reserved for issuance | 9,971,807 |
Options issued and outstanding [Member] | |
Common stock reserved for issuance | 4,110,900 |
Options available for future grants [Member] | |
Common stock reserved for issuance | 1,874,745 |
Shares available for employee stock purchase plan [Member] | |
Common stock reserved for issuance | 257,341 |
Common stock warrants [Member] | |
Common stock reserved for issuance | 3,728,821 |
Public and Private Warrants - A
Public and Private Warrants - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 Item $ / shares shares | |
Public Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | shares | 3,601,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 |
Redemption price per public warrant (in dollars per share) | 0.01 |
Warrant redemption condition minimum share price | $ 18 |
Threshold trading days for redemption of public warrants | 30 days |
Number of consecutive trading days for determining share price triggering warrant redemption | 30 days |
Threshold consecutive trading days for redemption of public warrants | Item | 20 |
Private Placement Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | shares | 123,500 |
Clinical Study Agreement Amen_2
Clinical Study Agreement Amendment With Parker Institute - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 31, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | |
Clinical Study Agreement Amendment with Parker Institute [Line Items] | ||||||
Research and Development Expense | $ 5,683,000 | $ 5,501,000 | $ 18,796,000 | $ 15,122,000 | ||
Parker Institute for Cancer Immunotherapy [Member] | ||||||
Clinical Study Agreement Amendment with Parker Institute [Line Items] | ||||||
Future amounts | 9,500,000 | 9,500,000 | ||||
Collaboration Agreement [Member] | Parker Institute for Cancer Immunotherapy [Member] | ||||||
Clinical Study Agreement Amendment with Parker Institute [Line Items] | ||||||
cash | $ 1,000,000 | |||||
Number of stock issued during the period. | 132,213 | |||||
Research and Development Expense | $ 900,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 700,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Based Compensation Expense Related To Stock Options Granted (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 325 | $ 264 | $ 1,114 | $ 886 |
Research and development [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 126 | 56 | 384 | 242 |
General and administrative [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 199 | $ 208 | $ 730 | $ 644 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Aug. 31, 2022 | Jul. 31, 2022 | Feb. 28, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Common stock, capital shares reserved for future issuance | 9,971,807 | 9,971,807 | 9,971,807 | ||||||
Share-based compensation arrangement by share-based payment award, Award vesting period | 4 years | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | The term of an incentive stock option (“ISO”) granted to a 10% stockholder will not exceed five years from the date of the grant. The exercise price of an ISO and non-statutory stock option (“NSO”) will not be less than 100% of the estimated fair value of the shares on the date of grant, respectively, and the exercise price of an ISO and NSO granted to a 10% stockholder will not be less than 110% of the estimated fair value of the shares on the date of grant. | ||||||||
Number of options vested | 5,122 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,252,937 | 158,264 | |||||||
Share-based payment arrangement, Expense | $ 325,000 | $ 264,000 | $ 1,114,000 | $ 886,000 | |||||
Share-based payment arrangement, Nonvested award, Cost not yet recognized, Amount | $ 60,000 | $ 60,000 | $ 60,000 | ||||||
Number of share options granted during the period | 1,252,937 | 158,264 | |||||||
Weighted average exercise price | $ 3.66 | $ 4.59 | |||||||
Share-based compensation arrangement by share-based payment award, Options, Vested in period | $ 3,200,000 | $ 400,000 | |||||||
Share-based compensation arrangement by share-based payment award, Options, Expirations in period | 603,202 | 187,850 | |||||||
Share-based compensation arrangement by share-based payment award, Options, Exercises in Period, Intrinsic value | $ 500,000 | $ 200,000 | |||||||
Share-based payment arrangement, Nonvested award, Cost not yet recognized, Period for recognition | 2 years 8 months 12 days | ||||||||
Common stock reserved for issuance | 9,971,807 | 9,971,807 | 9,971,807 | ||||||
Weighted average grant date fair value of options | $ 2.64 | $ 2.64 | $ 3.39 | $ 2.64 | $ 3.39 | ||||
Unrecognized incremental compensation cost | $ 3,500,000 | ||||||||
2022 Equity Incentive Plan [Member] | |||||||||
Common stock, capital shares reserved for future issuance | 3,216,756 | 3,216,756 | 3,216,756 | ||||||
Shares authorized | 2,573,405 | 2,573,405 | 2,573,405 | ||||||
Annual increase in shares reserved for future issuance | 5% | 5% | 5% | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 2,573,405 | 2,573,405 | 2,573,405 | ||||||
Common stock reserved for issuance | 3,216,756 | 3,216,756 | 3,216,756 | ||||||
Equity Stock Purchase Plan [Member] | |||||||||
Common stock, capital shares reserved for future issuance | 257,341 | 257,341 | 257,341 | ||||||
Shares authorized | 257,341 | ||||||||
Share-Based compensation arrangement by share-based payment award, Expiration period | 24 months | ||||||||
Equity Incentive Plan Description | The number of shares of common stock reserved for issuance will automatically increase on January 1 of each calendar year, beginning on January 1, 2023 through January 1, 2032, by the lesser of (1) 1.0% of the total number of shares of common stock outstanding on the last day of the calendar month before the date of the automatic increase, and (2) 536,126 shares; provided that before the date of any such increase, our Board may determine that such increase will be less than the amount set forth in clauses (1) and (2). | ||||||||
Percentage of issuance price of stock under the stock issuance program | 85% | ||||||||
Maximum amount withheld to purchase shares of the company | $ 25,000 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 257,341 | ||||||||
Maximum percentage of annual compensation | 15% | ||||||||
Common stock reserved for issuance | 257,341 | 257,341 | 257,341 | ||||||
2010 Equity Incentive Plan or 2020 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||
Share-based compensation arrangement by share-based payment award, Options, Expirations in period | 3,461,319 | ||||||||
Non Executive Board [Member] | |||||||||
Exercise price per unit | $ 2.65 | $ 2.65 | $ 2.65 | ||||||
Incentive Stock Option [Member] | |||||||||
Common stock, capital shares reserved for future issuance | 5,985,645 | 5,985,645 | 5,985,645 | ||||||
Percentage of stock option granted to stockholder | 10% | ||||||||
Common stock reserved for issuance | 5,985,645 | 5,985,645 | 5,985,645 | ||||||
Nonstatutory Stock Option [Member] | Minimum [Member] | |||||||||
Percentage of the estimated fair value of the shares on the date of grant | 100% | ||||||||
Nonstatutory Stock Option [Member] | Maximum [Member] | |||||||||
Percentage of the estimated fair value of the shares on the date of grant | 110% | ||||||||
Stock Option [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Option Agreement Period | 10 years | ||||||||
Employee service vested awards total compensation cost | $ 1,300,000 | ||||||||
Number of shares purchased for issuance under share-based payment arrangement | 20,489 | ||||||||
Stock option vested period | 3 | ||||||||
Stock Option [Member] | 2022 Equity Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 700,000 | ||||||||
Number of share options granted during the period | 700,000 | ||||||||
Repriced Stock Options [Member] | |||||||||
Share-based payment arrangement, Expense | $ 20,000 | ||||||||
Restricted Stock [Member] | |||||||||
Employee service vested awards total compensation cost | $ 200,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 23,518 | ||||||||
Number of share options granted during the period | 23,518 |
Income Taxes - Additional Inf
Income Taxes - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Effective tax rate | 0% | 0% | 0% | 0% | |
U.S. federal statutory rate | 21% |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Diluted Net Loss Per Share for the Periods Presented Due To Their Anti-Dilutive Effect (Detail) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock reserved for issuance | 7,839,721 | 3,551,317 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock reserved for issuance | 4,110,900 | 3,537,956 |
Common stock warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock reserved for issuance | 3,728,821 | 13,361 |
Subsequent Event (Additional In
Subsequent Event (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Oct. 28, 2022 | Oct. 07, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | ||
Subsequent Event [Line Items] | ||||||||
Number of share options granted during the period | 1,252,937 | 158,264 | ||||||
Weighted average exercise price | $ 3.66 | $ 4.59 | ||||||
Stock-based compensation | $ 325 | $ 264 | $ 1,114 | $ 886 | ||||
Expected fair value of the common stock | [1] | 2 | 2 | $ 2 | ||||
Expected fair value of the restricted stock units | $ 242 | $ 242 | ||||||
Lincoln Park Capital Fund [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of trading days for determining share price | 90 days | |||||||
Number of shares issued in transaction | 500,000 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of share options granted during the period | 844,073 | |||||||
Number of restricted stock options granted | 243,618 | |||||||
Weighted average exercise price | $ 2.46 | |||||||
Stock-based compensation | $ 1,700 | |||||||
Expected fair value of the restricted stock units | $ 1,700 | |||||||
Subsequent Event [Member] | Lincoln Park Capital Fund [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of trading days for determining share price | 90 days | |||||||
Number of shares issued in transaction | 500,000 | |||||||
Expected fair value of the common stock | $ 1,300 | |||||||
[1] The condensed balance sheet as of December 31, 2021 presented above reflects the retrospective application of recapitalization as if the Transaction had occurred on January 1, 2021. See Note 1, 3, and 7. |