Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 29, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | IRON | ||
Entity Registrant Name | Disc Medicine, Inc. | ||
Entity Central Index Key | 0001816736 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Common Stock, Shares Outstanding | 24,681,028 | ||
Entity File Number | 001-39438 | ||
Entity Tax Identification Number | 85-1612845 | ||
Entity Address, Address Line One | 321 Arsenal Street, Suite 101 | ||
Entity Address, City or Town | Watertown | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02472 | ||
City Area Code | 617 | ||
Local Phone Number | 674-9274 | ||
Entity Incorporation, State or Country Code | DE | ||
Title of 12(b) Security | Common Stock, $0.0001 Par Value | ||
Security Exchange Name | NASDAQ | ||
Entity Public Float | $ 507.8 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 42 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Boston, Massachusetts |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 360,382 | $ 194,611 |
Prepaid expenses and other current assets | 5,280 | 3,880 |
Total current assets | 365,662 | 198,491 |
Property and equipment, net | 170 | 168 |
Right-of-use assets, operating leases | 1,930 | 1,430 |
Other assets | 234 | 116 |
Total assets | 367,996 | 200,205 |
Current liabilities: | ||
Accounts payable | 12,629 | 16,162 |
Accrued expenses | 8,145 | 6,109 |
Operating lease liabilities, current | 665 | 307 |
Total current liabilities | 21,439 | 22,578 |
Operating lease liabilities, non-current | 1,436 | 1,027 |
Total liabilities | 22,875 | 23,605 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity: | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized as of December 31, 2023 and 2022; 24,360,233 and 17,405,231 shares issued as of December 31, 2023 and 2022, respectively; and 24,360,233 and 17,403,315 shares outstanding as of December 31, 2023 and 2022, respectively | 2 | 2 |
Additional paid-in capital | 533,764 | 288,814 |
Accumulated deficit | (188,645) | (112,216) |
Total stockholders' equity | 345,121 | 176,600 |
Total liabilities and stockholders' equity | $ 367,996 | $ 200,205 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 24,360,233 | 17,405,231 |
Common stock, shares outstanding | 24,360,233 | 17,403,315 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating expenses: | ||
Research and development | $ 69,264 | $ 33,437 |
General and administrative | 21,861 | 14,038 |
Total operating expenses | 91,125 | 47,475 |
Loss from operations | (91,125) | (47,475) |
Other income (expense), net: | ||
Interest income | 14,797 | 709 |
Change in fair value of derivative liability | 0 | (61) |
Other expense | (2) | 0 |
Total other income (expense), net | 14,795 | 648 |
Loss before income taxes | (76,330) | (46,827) |
Income tax expense | (99) | 0 |
Net loss and comprehensive loss | (76,429) | (46,827) |
Net loss attributable to common stockholders-basic | (76,429) | (46,827) |
Net loss attributable to common stockholders-diluted | $ (76,429) | $ (46,827) |
Weighted-average common shares outstanding-basic | 22,315,877 | 1,039,490 |
Weighted-average common shares outstanding-diluted | 22,315,877 | 1,039,490 |
Net loss per share attributable to common stockholders-basic | $ (3.42) | $ (45.05) |
Net loss per share attributable to common stockholders-diluted | $ (3.42) | $ (45.05) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Old Gemini [Member] | Roche | Series Seed Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] Old Gemini [Member] | Common Stock [Member] Roche | Additional Paid-in Capital | Additional Paid-in Capital Old Gemini [Member] | Additional Paid-in Capital Roche | Retained Earnings [Member] |
Balance at Dec. 31, 2021 | $ (64,203) | $ 1,186 | $ (65,389) | ||||||||||
Balance (in shares) at Dec. 31, 2021 | 5,000,000 | 41,666,666 | 37,499,999 | ||||||||||
Balance at Dec. 31, 2021 | $ 2,350 | $ 49,762 | $ 89,744 | ||||||||||
Balance (in Shares) at Dec. 31, 2021 | 909,418 | ||||||||||||
Issuance of common stock upon exercise of stock options | 219 | 219 | |||||||||||
Issuance of common stock upon exercise of stock options (in Shares) | 53,224 | ||||||||||||
Vesting of restricted common stock (in Shares) | 8,254 | ||||||||||||
Stock-based compensation expense | 2,089 | 2,089 | |||||||||||
Issuance of common stock for cash in pre-closing financing | 53,500 | 53,500 | |||||||||||
Issuance of common stock for cash in pre-closing financing (in Shares) | 2,336,092 | ||||||||||||
Conversion of preferred stock to common stock | 141,856 | $ (2,350) | $ (49,762) | $ (89,744) | $ 1 | 141,855 | |||||||
Conversion of preferred stock to common stock (in Shares) | (5,000,000) | (41,666,666) | (37,499,999) | 9,224,653 | |||||||||
Issuance of common stock | $ 91,391 | $ 6,511 | $ 1 | $ 91,390 | $ 6,511 | ||||||||
Issuance of common stock shares | 4,389,361 | 482,313 | |||||||||||
Reverse recapitalization transaction costs | (7,936) | (7,936) | |||||||||||
Net Income (Loss) | (46,827) | (46,827) | |||||||||||
Balance at Dec. 31, 2022 | 176,600 | $ 2 | 288,814 | (112,216) | |||||||||
Balance (in Shares) at Dec. 31, 2022 | 17,403,315 | ||||||||||||
Issuance of common stock upon exercise of stock options | $ 2,763 | 2,763 | |||||||||||
Issuance of common stock upon exercise of stock options (in Shares) | 254,432 | 254,432 | |||||||||||
Vesting of restricted common stock (in Shares) | 1,916 | ||||||||||||
Stock-based compensation expense | $ 5,530 | 5,530 | |||||||||||
Sale of common stock in registered direct offering | 34,148 | 34,148 | |||||||||||
Sale of common stock in registered direct offering, (in shares) | 1,488,166 | ||||||||||||
Sale of pre-funded warrants in registered direct offering | 28,206 | 28,206 | |||||||||||
Sale of common stock in at-the-market offerings | 26,422 | 26,422 | |||||||||||
Sale of common stock in at-the-market offerings, (in shares) | 967,264 | ||||||||||||
Sale of common stock in In follow on public offering | 138,508 | 138,508 | |||||||||||
Sale of common stock in follow on public offering, (in shares) | 3,015,919 | ||||||||||||
Sale of pre-funded warrants in follow-on public offering | 9,373 | 9,373 | |||||||||||
Shares issued upon exercise of warrants | 1,229,221 | ||||||||||||
Net Income (Loss) | (76,429) | (76,429) | |||||||||||
Balance at Dec. 31, 2023 | $ 345,121 | $ 2 | $ 533,764 | $ (188,645) | |||||||||
Balance (in Shares) at Dec. 31, 2023 | 24,360,233 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Common stock in registered direct offering, net of issuance costs | $ 80 |
Pre-funded warrants in registered direct offering, net of issuance costs | 66 |
Common stock in at-the-market offerings, net of issuance costs | 742 |
Common stock in follow on public offering, net of issuance costs | 9,272 |
Pre-funded warrants in follow on public offering, net of issuance costs | $ 627 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (76,429) | $ (46,827) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation and amortization | 100 | 89 |
Stock-based compensation | 5,530 | 2,089 |
Change in fair value of derivative liability | 0 | 61 |
Noncash lease expense | 290 | 211 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,166) | 352 |
Other assets | 0 | 64 |
Accounts payable | (3,741) | 526 |
Accrued expenses | 2,008 | 1,502 |
Operating lease liabilities | (54) | (319) |
Net cash used in operating activities | (73,462) | (42,252) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (89) | (151) |
Net cash used in investing activities | (89) | (151) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock in offerings, net of issuance costs paid | 199,078 | 0 |
Proceeds from sale of pre-funded warrants in offerings, net of issuance costs paid | 37,579 | 0 |
Proceeds from the issuance of common stock in pre-closing financing | 0 | 53,500 |
Cash acquired in connection with the reverse recapitalization | 0 | 97,403 |
Payment of reverse recapitalization transaction costs | 0 | (2,144) |
Proceeds from stock option exercises | 2,722 | 219 |
Net cash provided by financing activities | 239,379 | 148,978 |
Net increase in cash, cash equivalents and restricted cash | 165,828 | 106,575 |
Cash, cash equivalents and restricted cash at beginning of year | 194,788 | 88,213 |
Cash, cash equivalents and restricted cash at end of year | 360,616 | 194,788 |
Supplemental cash flow information | ||
Cash paid for income taxes | 112 | 0 |
Supplemental disclosure of non-cash activities | ||
Purchases of property and equipment included in accounts payable and accrued expenses | 13 | 0 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 1,106 | 0 |
Net decrease in right-of-use assets related to lease modifications and reassessment events | 317 | 0 |
Net decrease in operating lease liabilities due to lease modifications and reassessment events | 287 | 0 |
Receivable for proceeds from stock option exercises included in other current assets | 41 | 0 |
Deferred issuance costs on sale of common stock and pre-funded warrants in offerings included in accounts payable and accrued expenses | 225 | 5,792 |
Settlement of derivative liability upon issuance of common stock to Roche | $ 0 | $ 6,511 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (76,429) | $ (46,827) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | The following table discloses any officer (as defined in Rule 16a-1(f) under the Exchange Act) or director who entered into, modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K) during the three months ended December 31, 2023: Name and Title Type of Trading Arrangement Action Taken Duration or End Date Aggregate Number of Securities to be Sold Description of Trading Arrangement William White Director Trading plan intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) Adoption December 13, 2023 ) End Date 16,572 Sale William Savage Chief Medical Officer Trading plan intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) Adoption December 20, 2023 ) End Date 23,341 Sale |
Rule 10b5-1 Arrangement Terminated | true |
Non-Rule 10b5-1 Arrangement Terminated | true |
Rule 10b5-1 Arrangement Modified | true |
Non-Rule 10b5-1 Arrangement Modified | true |
William White [Member] | |
Trading Arrangements, by Individual | |
Name | William White |
Title | Director |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | December 13, 2023 |
Arrangement Duration | 384 days |
Aggregate Available | 16,572 |
William Savage [Member] | |
Trading Arrangements, by Individual | |
Name | William Savage |
Title | Chief Medical Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | December 20, 2023 |
Arrangement Duration | 254 days |
Aggregate Available | 23,341 |
Organization and Nature of the
Organization and Nature of the Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of the Business | 1. Organization and Nature of the Business Disc Medicine, Inc. (together with its subsidiaries, the “Company”) is a clinical-stage biopharmaceutical company focused on the discovery, development, and commercialization of novel treatments for patients suffering from serious hematologic diseases. The Company has assembled a portfolio of clinical and preclinical product candidates that aim to modify fundamental biological pathways associated with the formation and function of red blood cells, specifically heme biosynthesis and iron homeostasis. The Company’s current pipeline includes, bitopertin for the treatment of erythropoietic porphyrias (“EPs”) including erythropoietic protoporphyria (“EPP”), and X-linked protoporphyria (“XLP”), and Diamond-Blackfan Anemia (“DBA”); DISC-0974 for the treatment of anemia of myelofibrosis (“MF”), and anemia of chronic kidney disease (“CKD”); and DISC-3405 for the treatment of polycythemia vera (“PV”), and other hematologic disorders. In addition, the Company’s preclinical programs also include DISC-0998, for the treatment of anemia associated with inflammatory diseases. The Company’s approach to product candidate development leverages well-understood molecular mechanisms that have been validated in humans. The Company believes that each of its product candidates, if approved, has the potential to improve the lives of patients suffering from hematologic diseases. The Company was founded in October 2017. The Company’s principal offices are in Watertown, Massachusetts. The Company is subject to a number of risks and uncertainties common to development stage companies in the biotechnology industry, including, but not limited to, risks associated with completing preclinical studies and clinical trials, receiving regulatory approvals for product candidates, development by competitors of new biopharmaceutical products, dependence on key personnel, reliance on third-party organizations, protection of proprietary technology, compliance with government regulations, the impact of public health crises such as pandemics and the ability to secure additional capital to fund operations. The Company’s research and development programs will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. Reverse Merger with Gemini On August 9, 2022, Gemini Therapeutics, Inc., a Delaware corporation (“Gemini”), Gemstone Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Gemini (“Merger Sub”), and Disc Medicine, Inc., a Delaware corporation (“Private Disc”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”). The merger was completed on December 29, 2022. In accordance with the Merger Agreement, the Merger Sub merged with and into Private Disc, with Private Disc surviving as a wholly-owned subsidiary of the Company (the “merger”). Gemini changed its name to Disc Medicine Inc., and Private Disc, which remains as a wholly-owned subsidiary of the Company, changed its name to Disc Medicine Opco, Inc. On December 30, 2022, the combined company’s common stock began trading on The Nasdaq Capital Market under the ticker symbol “IRON.” Except as otherwise indicated, references herein to “Disc,” the “Company,” or the “combined company”, refer to Disc Medicine, Inc. on a post-merger basis, and the term “Private Disc” refers to the business of privately-held Disc Medicine, Inc., prior to completion of the merger. References to Gemini refer to Gemini Therapeutics, Inc. prior to completion of the merger. Pursuant to the terms of the Merger Agreement, at the effective time of the merger (the “Effective Time”), each then outstanding share of Private Disc common stock (including shares of common stock issued upon conversion of the Company’s preferred stock (see Note 9) and shares of the Company’s common stock issued in the Private Disc pre-closing financing defined below) was exchanged for 0.1096 shares of Gemini’s common stock (the “Exchange Ratio”), after taking into account the Reverse Stock Split, as defined below. In addition, each option to purchase Private Disc shares that was outstanding and unexercised immediately prior to the Effective Time was converted into an option to purchase shares of Gemini based on the Exchange Ratio. Immediately following the merger, stockholders of Private Disc owned approximately 74 % of the outstanding common stock of the combined company. The merger was intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended. At the Effective Time, each person who as of immediately prior to the Effective Time was a stockholder of record of Gemini or had the right to receive Gemini’s common stock received a contractual contingent value right (“CVR”) issued by Gemini subject to and in accordance with the terms and conditions of a Contingent Value Rights Agreement between Gemini, the holder’s representative and the rights agent (the “CVR Agreement”), representing the contractual right to receive consideration from the post-closing combined company upon the receipt of certain proceeds from a disposition of Gemini’s pre-merger assets (specifically, Gemini’s intellectual property assets (“Gemini IP”), which the Company assumed in the merger) during the period that is one year after the closing of the merger, calculated in accordance with the CVR Agreement. In accordance with the CVR Agreement, the holders of the CVRs would receive proceeds from any disposition of the Gemini pre-merger assets, net of costs incurred by the Company in performance of its obligations under the CVR Agreement in excess of $ 250,000 , paid in the form of common stock in the Company based on the weighted average stock price of the Company for the five trading days prior to the issuance of the payment to the holders of the CVRs. To satisfy its obligations with respect to the CVRs and the Gemini IP, the Company hired an outside firm to attempt to sell the Gemini IP, which firm previously was unsuccessful in finding a buyer for the Gemini IP. In June 2023, the Company received an offer for the Gemini IP and recorded a $ 1.5 million liability representing the estimated fair value of the Company’s obligation to the holders of the CVRs based on the offer. However, the counterparty and the Company were unable to come to an agreement on the terms of the offer. The disposition period ended December 29, 2023 and no dispositions of Gemini's pre-merger assets were made during the disposition period. Therefore, there were no CVR payments made to the holders and there will not be any future CVR payments to the holders (See Note 4). As such, the Company’s obligations under the CVR Agreement have expired and the CVRs are valueless. In December 2023, the Company recognized the reversal of the $ 1.5 million liability in the consolidated statements of operations and comprehensive loss within the change in fair value of contingent value right liability. The Company has no additional obligations or plans with respect to Gemini’s pre-merger assets. The Company has generated no revenue from Gemini’s pre-merger assets and has incurred approximately $ 1.6 million in aggregate costs (including maintenance of license agreements, storage, legal and other fees) for the twelve months ended December 31, 2023, to maintain Gemini’s pre-merger assets solely in order to fulfill the Company’s obligations under the CVR Agreement. In connection with the Merger Agreement, certain third parties entered into a subscription agreement with Private Disc to purchase shares of Private Disc’ s common stock for an aggregate purchase price of $ 53.5 million (the “pre-closing financing”). Shares of Private Disc ’s common stock issued pursuant to the pre-closing financing were converted into shares of the Company’s common stock based on the Exchange Ratio. The merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP. For accounting purposes, Private Disc was considered to be acquiring the assets and liabilities of Gemini in the merger based on the terms of the Merger Agreement and other factors, including: (i) Private Disc’s stockholders own a majority of the voting rights in the combined company; (ii) Private Disc designated a majority (eight of nine) of the initial members of the board of directors of the combined company; (iii) Private Disc’s executive management team became the management of the combined company; (iv) the pre-combination assets of Gemini were primarily cash and cash equivalents and other non-operating assets (the in-process research and development assets potentially remaining as of the combination were considered to be of de minimis value); and (v) the combined company was named Disc Medicine, Inc. and is headquartered in Private Disc’s office in Watertown, Massachusetts. Accordingly, the merger was treated as the equivalent of Private Disc issuing stock to acquire the net assets of Gemini. As a result of the merger, the net assets of Gemini were recorded at their acquisition-date fair value in the financial statements of the Company and the reported operating results prior to the merger are those of Private Disc. Pursuant to the terms of the Roche Agreement (see Note 4), immediately following the Effective Time, the Company issued 482,313 shares of the combined company to Roche for no consideration. Reverse Stock Split and Exchange Ratio On December 29, 2022, in connection with, and prior to the completion of, the merger, Gemini effected a one-for-ten reverse stock split of its then outstanding common stock (the “Reverse Stock Split”). The par value and the authorized shares of the common stock were not adjusted as a result of the Reverse Stock Split. All of Gemini’s issued and outstanding common stock have been retroactively adjusted to reflect this Reverse Stock Split for all periods presented. All issued and outstanding Private Disc common stock, convertible preferred stock and options prior to the effective date of the merger have been retroactively adjusted to reflect the 0.1096 Exchange Ratio, which reflects the impact of the reverse stock split, for all periods presented. Liquidity and Capital Resources The Company’s consolidated financial statements have been prepared on the basis of the Company continuing as a going concern. The Company expects that its existing cash and cash equivalents as of December 31, 2023 of $ 360.4 million will enable the Company to fund its planned operating expense and capital expenditure requirements for at least twelve months from the date of issuance of these consolidated financial statements. The Company has incurred recurring losses and negative cash flows from operations since inception. As of December 31, 2023, the Company had an accumulated deficit of $ 188.6 million. The Company expects its operating losses and negative operating cash flows to continue into the foreseeable future. The future viability of the Company is dependent on its ability to generate cash from operating activities or to raise additional capital to finance its operations. There can be no assurance that the Company will ever earn revenues or achieve profitability, or if achieved, that the revenues or profitability will be sustained on a continuing basis. In addition, the Company’s preclinical and clinical development activities, manufacturing and commercialization of the Company’s product candidates, if approved, will require significant additional financing. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative accounting principles generally accepted in the United States as found in the Accounting Standard Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of the Company’s consolidated financial statements 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 of expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to accrued research and development expenses; stock-based compensation expense; the fair value of the common stock prior to the effective date of the merger; the fair value determinations for instruments accounted for at fair value including contingent amounts payable to third parties upon the consummation of specified transactions, including a Roche Qualified Transaction (see Note 4); the fair value of Gemini’s development programs at the Effective Time; the fair value of the CVR; the incremental borrowing rate for determining lease liabilities and right-of-use assets and income taxes. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it has concluded to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ materially from those estimates or assumptions. Segment Information The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions, resulting in a single reportable segment. The Company has assembled a portfolio of clinical and preclinical product candidates that aim to modify fundamental biological pathways associated with the formation and function of red blood cells, specifically heme biosynthesis and iron homeostasis. The Company has determined that its chief operating decision maker is its Chief Executive Officer. The Company’s chief operating decision maker reviews the Company’s financial information on a consolidated basis for purposes of allocating resources and assessing financial performance. All of the Company’s tangible assets are held in the United States. Concentration of Credit Risk and of Significant Suppliers Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits and limits its exposure to cash risk by placing its cash with high credit quality accredited financial institutions. The Company has concluded that it is not subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company relies, and expects to continue to rely, on a small number of vendors to manufacture supplies and to process its product candidates for its development programs. These programs could be adversely affected by a significant interruption in the manufacturing process or supply chain. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents include cash in readily available checking and money market accounts and U.S. treasury notes with original maturities of three months or less at the date of purchase. Cash equivalents are reflected at fair value based on quoted market prices as further described in Note 4. Restricted Cash The Company maintains letters of credit totaling $ 0.2 million for the benefit of its landlords related to its current leased and subleased office space in Watertown, Massachusetts which is classified within other assets. The Company is required to maintain a separate cash balance to secure its letters of credit. The C ompany maintained a letter of credit of less than $ 0.1 million for leased space in Cambridge, Massachusetts, which was classified within prepaids and other current assets as of December 31, 2022. This lease was terminated in 2021 and the letter of credit was subsequently returned and released from restricted cash. Deferred Transaction Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred transaction costs until such financings are consummated. After consummation of an equity financing, these costs are recorded as a reduction of the proceeds from the transaction, either as a reduction of the carrying value of the preferred stock or in stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the transaction. Should the in-process equity financing be abandoned, the deferred transaction costs would be expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive loss. As of December 31, 2021, Private Disc had capitalized deferred transaction costs of $ 1.7 million related to a planned equity financing. During 2022, Private Disc concluded not to proceed with the planned equity financing and expensed the related deferred transaction costs of $ 2.2 million to general and administrative expenses . During 2022, the Company capitalized deferred transaction costs related to the merger of $ 7.9 million. At the Effective Time, the Company reclassified the capitalized deferred transaction costs to reduce additional paid-in capital generated as a result of the merger. As of December 31, 2023 , the Company capitalized deferred costs related to its at-the-market program and shelf registration of $ 0.5 million. Fair Value Measurements The Company categorizes its assets and liabilities measured at fair value in accordance with the authoritative accounting guidance that establishes a consistent framework for measuring fair value and expands disclosures for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: • Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2—Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and • Level 3—Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. The fair value of the Company’s cash equivalents are determined according to the fair value hierarchy described above (see Note 4). The carrying values of the Company’s prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. Property and Equipment 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 assets. Depreciation on leasehold improvements is recognized over the shorter of the useful life of the assets or the estimated remaining term of the associated lease. ESTIMATED USEFUL Computer equipment 3.0 years Furniture and fixtures 3.0 years Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated in accordance with the above guidelines once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are expensed as incurred. The Company capitalizes internal costs incurred to develop software for internal use during the application development stage. The Company includes capitalized internally developed software subject to a cloud computing arrangement within other assets. Amortization of capitalized internally developed software costs is recorded in depreciation expense over the estimated useful life of the related asset of 3.0 years. Impairment of Long-lived Assets As required under the applicable accounting guidance, the Company periodically reevaluates the original assumptions and rationale used in the establishment of the carrying value and estimated lives of all of its long-lived assets, including property and equipment. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the total of estimated future undiscounted cash flows, expected to result from the use of the asset and its eventual disposition, are less than its carrying amount. Impairment, if any, would be assessed using discounted cash flows or other appropriate measures of fair value. There were no impairments for the twelve months ended December 31, 2023 and 2022 . Leases The Company accounts for its leases under ASC 842. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease. Leases with a term greater than one year are recognized on the consolidated balance sheet as a right-of-use (“ROU”) asset and current and non-current lease liabilities, as applicable. The Company has made an accounting policy election, known as the short-term lease recognition exemption, which allows the Company to not recognize ROU assets and lease liabilities that arise from short-term leases (12 months or less) for any class of underlying asset. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew or options to cancel a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew or will not cancel, respectively. The Company monitors its material leases on a quarterly basis. Leases are classified at their lease commencement date, which is defined as the date on which the lessor makes the underlying asset available for use by the lessee, as either operating or finance leases based on the economic substance of the agreement. All of the Company’s leases are classified as operating leases. Operating lease liabilities and their corresponding ROU assets are recorded based on the present value of future lease payments over the expected remaining lease term. Fixed lease cost for operating leases is recognized on a straight-line basis over the lease term as an operating expense. Variable lease costs, such as common area maintenance expenses, are recognized in the period incurred. Certain adjustments to the ROU asset may be required for items such as lease prepayments or incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its estimated incremental borrowing rate, which reflects the estimated fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. The Company has elected to account for the lease and non-lease components together for existing classes of underlying assets. Preferred Stock The Company applies the guidance of ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”), when determining the classification and measurement of its preferred stock. Preferred stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. The Company classifies contingently redeemable preferred stock (if any), which includes preferred stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity. At all other times, the Company classifies its preferred stock in stockholders’ equity (deficit). Prior to the merger, Private Disc classified its convertible preferred stock as temporary equity due to terms that allowed for redemption of the shares upon the occurrence of a contingent event that was not solely within the Private Disc's control. Private Disc did not accrete the carrying values of the preferred stock to the redemption values since the contingent event was not considered probable prior to their conversion to common stock at the Effective Time. Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries and bonuses, stock-based compensation, employee benefits, facilities costs, depreciation, external costs of vendors engaged to conduct preclinical development activities and clinical trials, manufacturing expenses, as well as the costs of licensing technology. Nonrefundable prepayments for goods or services that will be used or rendered for future research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed, or when it is no longer expected that the goods will be delivered or the services rendered. If the Company acquires an asset or group of assets under an in-licensing arrangement that does not meet the definition of a business under ASC Topic 805, Business Combinations , and the acquired in-process research and development does not have an alternative future use, any related upfront license payment is expensed as incurred in accordance with guidance in ASC Topic 730, Research and Development . In general, contingent payments are recognized when it becomes probable the payment will be required. Any contingent payments that qualify as a derivative liability are recognized at fair value on the Company’s consolidated balance sheets. Annual maintenance fees under license agreements are expensed in the period in which they are incurred. Contingent payments for assets acquired are expensed as incurred or capitalized and amortized based on the nature of the associated asset at the date the payment is recognized. Royalties owed on sales of the products licensed pursuant to license agreements are expensed in the period the related revenues are recognized. The Company has entered into various research, development and manufacturing contracts with research institutions and other companies primarily in the United States, including contracts with third-party contract research organizations and contract development and manufacturing organizations. These agreements are generally cancelable, and related costs are recorded as research and development expenses as incurred. The Company records accrued liabilities for estimated ongoing research, development and manufacturing costs and prepaid expenses for payments made in advance of work performed. When billing terms under these contracts do not coincide with the timing of when the work is performed, the Company is required to make estimates of outstanding obligations to those third parties as of period end. Any accrual estimates are based on a number of factors, including the Company’s knowledge of the progress towards completion of the research, development and manufacturing activities, invoicing to date under the contracts, communication from the research institutions and other companies of any actual costs incurred during the period that have not yet been invoiced and the costs included in the contracts. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results may differ from the estimates made by the Company. Patent Costs The Company expenses all costs as incurred in connection with patent applications, including direct application fees, and the legal and consulting expenses related to making such applications due to the uncertainty about the recovery of the expenditure. These costs are included in general and administrative expenses within the Company’s consolidated statements of operations and comprehensive loss. Stock-Based Compensation The Company accounts for all stock-based awards granted to employees and non-employees as stock-based compensation expense at fair value. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the fair value of the Company’s common stock on the date of grant, the expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option and the Company’s expected dividend yield. The fair value of each restricted stock award is estimated on the date of grant based on the fair value of the Company’s common stock on that same date. Due to the lack of company-specific historical and implied volatility data, the Company determines the volatility for awards granted based on an analysis of reported data for a group of guideline companies that issued options with substantially similar terms. The expected volatility has been determined using a weighted-average of the historical volatility measures of this group of guideline companies. The Company expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options granted to employees has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero. The Company recognizes compensation expense for employees and non-employees over the requisite service period, which is generally the vesting period of the respective award, based on the grant date fair value of the award. For awards that include performance-based vesting conditions expense is recognized using the accelerated attribution method when the performance condition is deemed to be probable. The Company accounts for forfeitures as they occur. The Company classifies stock-based compensation expense in the consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. See Note 11 for a summary of the stock-based award activity under the Company’s stock-based compensation plan. Determination of Fair Value of Common Stock on Grant Dates Prior to the merger, due to the absence of an active market for Private Disc’s common stock, Private Disc and its Board were required to determine the fair value of Private Disc’s common stock at the time of each grant of a stock-based award. Private Disc estimated the fair value of its common stock utilizing methodologies in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation . In determining the exercise prices for options granted, Private Disc considered the estimated fair value of the common stock as of the measurement date. The estimated fair value of the common stock has been determined at each grant date based upon a variety of factors, including prices paid for Private Disc’s convertible preferred stock and the rights, preferences, and privileges of Private Disc’s Preferred Stock and common stock; Private Disc’s stage of development and status of technological developments within Private Disc’s research; the illiquid nature of securities in a private company; the prospects of a liquidity event; and the current business climate in the marketplace. Significant changes to the key assumptions underlying the factors used could result in different fair values of common stock at each valuation date. Private Disc’s common stock valuations were prepared using either an option pricing method (“OPM”), or a hybrid method, both of which used market approaches to estimate our enterprise value. The OPM treats common stock and convertible preferred stock as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Under this method, the common stock has value only if the funds available for distribution to stockholders exceeds the value of the convertible preferred stock liquidation preferences at the time of the liquidity event, such as a strategic sale or a merger. A discount for lack of marketability of the common stock is then applied to arrive at an indication of value for the common stock. The hybrid method is a probability-weighted expected return method (“PWERM”), by which the equity value in one or more scenarios is calculated using an OPM. The PWERM is a scenario-based methodology that estimates the fair value of common stock based upon an analysis of future values for the company, assuming various outcomes. The common stock value is based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available as well as the rights of each class of stock. The future value of the common stock under each outcome is discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value for the common stock. In addition to a scenario using the OPM, the hybrid method also considers an initial public offering scenario in which the shares of convertible preferred stock are assumed to convert to common stock. The future value of the common stock in the initial public offering scenario was discounted back to the valuation date at an appropriate risk adjusted discount rate. In the hybrid method, the present value indicated for each scenario was probability weighted to arrive at an indication of value for the Private Disc’s common stock. Private Disc utilized significant estimates and assumptions in determining the fair value of its equity and equity-based awards. Substantially all of the awards granted by the Company are either new hire grants or routine annual grants. Management evaluates its award grants and modifications contemporaneously and if any are determined to be spring-loaded, the Company will adjust the fair value. Comprehensive Loss Comprehensive loss includes net loss, as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. The Company’s comprehensive loss was equal to net loss for the twelve months ended December 31, 2023 and 2022 . Income Taxes Income taxes have been accounted for using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. A valuation allowance against deferred tax assets is recorded if, based upon the weight of all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Since the Company has generated operating losses and expects to continue to incur future losses, the net deferred tax assets have been fully offset by a valuation allowance. The Company accounts for income taxes in accordance with authoritative accounting guidance which states the impact of an uncertain income tax position is recognized at the largest amount that is “more likely than not” to be sustained upon audit by the relevant taxing authority. There are no unrecognized tax benefits included in the Company’s consolidated balance sheets at December 31, 2023 or 2022. The Company’s practice is to recognize interest and penalties related to income tax matters in income tax expense. The Company has not recognized interest or penalties related to income tax matters in its consolidated statements of operations and comprehensive loss since inception. The Company files income tax returns in the United States and in Massachusetts. The Company’s income tax returns are subject to review and tax assessment from an income tax examination. As of December 31, 2023 , the Company was not under examination by the Internal Revenue Service or other jurisdictions for any tax year. Net Loss Per Share Net loss per share attributable to common stockholders is calculated using the two-class method, which is an earnings allocation formula that determines net loss per share for the holders of the Company’s common shares and participating securities. The Company’s Preferred Stock contained participation rights in any dividend paid by the Company and was deemed to be a participating security. Net income attributable to common stockholders and participating preferred shares, if applicable, are allocated to each share as if all of the earnings for the period had been distributed. The participating securities did not include a contractual obligation to share in losses of the Company and were not included in the calculation of net loss per share in the periods in which a net loss is recorded. Net loss attributable to common stockholders is equal to the net loss for the period. Diluted net loss per share is computed using the more dilutive of (a) the two-class method or (b) the treasury stock method and if-converted method. The Company allocates earnings first to preferred stockholders, if applicable, based on dividend rights and then to common and preferred stockholders, if applicable, based on ownership interests. The weighted-average number of common shares included in the computation of diluted net loss gives effect to all potentially dilutive common equivalent shares, including outstanding stock options and Preferred Stock. Common stock equivalent shares are excluded from the computation of diluted net loss per share if their effect is antidilutive. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is generally the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Subsequent Events The Company considers events or transactions that occur after the consolidated balance sheet date but prior to the issuance of the consolidated financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. The Company has evaluated events occurring after the date of its consolidated balance sheet, through March 21, 2024 , the date these consolidated financial statements were available to be issued (see Note 17). Emerging Growth Company Status The Company qualifies as an “emerging growth company” (“EGC”), as defined in the Jumpstart Our Business Startups Act (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act, which provides that an EGC can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected to avail itself of the extended transition period and, therefore, while the Company is an EGC it will not be subject to new or revised accounting standards the same time that they become applicable to other public companies that are not EGCs, unless it chooses to early adopt a new or r evised accounting standard. As a result of this election, the consolidated financial statements may not be comparable to companies that comply with public company FASB standards’ effective dates. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which has been subsequently amended by ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11, ASU 2020-03, and ASU 2022-02 (“ASU 2016-13”). This standard requires that credit losses be recorded using an expected losses model rather than the incurred losses model that was previously used and establishes additional credit risk disclosures associated with financial assets. The amendments in this standard should be applied on a modified retrospective basis to all periods presented. The Company adopted ASU 2016-13 on January 1, 2023 using the modified retrospective approach. The adoption of this standard did not have a material effect on the Company’s financial position, results of operations or disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
Reverse Merger with Gemini
Reverse Merger with Gemini | 12 Months Ended |
Dec. 31, 2023 | |
Merger [Abstract] | |
Reverse Merger with Gemini | 3. Reverse Merger with Gemini As described in Note 1, Private Disc merged with Gemini on December 29, 2022. The merger was accounted for as a reverse recapitalization with Private Disc as the accounting acquirer. The primary pre-combination assets of Gemini were cash and cash equivalents. Under reverse recapitalization accounting, the assets and liabilities of Gemini were recorded at their fair value which approximated book value due to the short-term nature of the accounts. No goodwill or intangible assets were recognized. Consequently, the consolidated financial statements of the Company reflect the operations of Private Disc for accounting purposes, together with a deemed issuance of shares equivalent to the shares held by the former stockholders of Gemini, the legal acquirer, and a recapitalization of the equity of Private Disc, the accounting acquirer. As part of the reverse recapitalization, the Company acquired $ 97.4 million of cash and cash equivalents. The Company also obtained prepaids and other assets of $ 1.8 million and assumed accounts payable and accrued expenses of $ 7.8 million. Gemini’s development programs had ceased prior to the merger and were deemed to be de minimis in value at the transaction date. In addition, the Company recognized $ 0.6 million in share-based compensation expense as a result of the acceleration of vesting of stock options, performance stock units and restricted stock units at the time of merger. This amount was recorded in general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss for the year ended December 31, 2022. The Company also incurred transaction costs of $ 7.9 million and this amount is recorded in additional paid-in capital in the accompanying consolidated statements of convertible preferred stock and stockholders’ equity (deficit) for the year ended December 31, 2022. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The following tables present information about the Company’s assets and liabilities that are regularly measured and carried at fair value on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value, which is described further within Note 2. Financial assets and liabilities measured at fair value on a recurring basis are summarized as follows (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 55,001 $ — $ — U.S. Treasury notes — 255,419 — Total $ 55,001 $ 255,419 $ — December 31, 2022 Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 40,783 $ — $ — Total $ 40,783 $ — $ — The fair value of the Company’s Level 1 cash equivalents, consisting of money market funds, is based on quoted market prices in active markets with no valuation adjustment. The fair value of the Company’s Level 2 cash equivalents, consisting of U.S. Treasury notes with original maturities of three months or less, is determined through third-party pricing services. The amortized cost of the U.S. treasury notes approximates the fair value. There have been no impairments of the Company’s assets measured and carried at fair value during the twelve months ended December 31, 2023 and 2022. In addition, there were no changes in valuation techniques or transfers between Level 1, Level 2 and Level 3 financial assets during the twelve months ended December 31, 2023 and 2022. The Company did not have any non-recurring fair value measurements on any assets or liabilities during the twelve months ended December 31, 2023 and 2022. In May 2021, the Company entered into a license agreement (the “Roche Agreement”) with F. Hoffmann-La Roche Ltd. and Hoffmann-La Roche Inc. (together, “Roche”) pursuant to which Roche granted the Company an exclusive and sublicensable worldwide license under certain patent rights and know-how to develop, manufacture and commercialize certain compounds (the “Compounds”) as further described in Note 8. The Company recognized a liability in connection with the Roche Agreement which included an obligation to issue a variable number of shares of the Company’s common stock to Roche for no additional consideration upon the Company’s completion of an initial public offering or certain merger transactions (a “Roche Qualified Transaction”). Prior to settlement in Q4 2022, the fair value measurement of the derivative liability was classified as Level 3 under the fair value hierarchy as it was valued using certain unobservable inputs. These inputs included: (1) the Company’s estimated shares outstanding and fair value per share upon completion of a Roche Qualified Transaction and (2) the probability of the Company completing a Roche Qualified Transaction. The number of shares of common stock to be issued to Roche was estimated to be approximately 2.85 % of the outstanding shares of common stock of the combined company as of immediately after the completion of a Roche Qualified Transaction, including the exercise by the underwriters thereof of any overallotment option, if applicable. The Company remeasured the derivative liability based on the stock price of its publicly-traded common stock on December 29, 2022. The change in the fair value for the period was recorded in the consolidated statements of operations and comprehensive loss in the change in fair value of derivative liability. Upon completion of the merger, the Company issued 482,313 shares of common stock to Roche, thereby settling the derivative liability, with the fair value of the common stock at the time of issuance recorded as additional paid-in capital. The following table provides a summary of changes in fair value of the Level 3 liabilities related to the Roche Agreement (in thousands): Year Ended Derivative liability Balance at the beginning of the year $ 6,450 Change in fair value of derivative liability 61 Settlement of derivative liability upon issuance of common stock to Roche ( 6,511 ) Balance at the end of the year $ — As described in Note 1, in connection with the merger, the stockholders of Gemini at the Effective Time received a CVR to receive consideration from the Company upon its receipt of certain proceeds, resulting from a disposition of Gemini’s pre-merger assets within one year after the closing of the merger, calculated in accordance with the CVR Agreement. The disposition period ended December 29, 2023 and no dispositions of Gemini's pre-merger assets were made during the disposition period. Therefore, there were no CVR payments made to the holders and there will not be any future CVR payments to the holders. The fair value of the CVR liability wa s zero and de minimis as of December 31, 2023 and 2022, respectively. The fair value of the CVR liability was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The Company used a discounted cash flow approach to value the CVR liability. As inputs into the valuation, the Company considered the probabilities of success of certain potential payments, the amount of the payments, and a discount rate of 13.2 % determined using an implied credit spread adjusted based on companies with similar credit risk. |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 12 Months Ended |
Dec. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | 5. Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash consisted of the following (in thousands): December 31, December 31, 2023 2022 Cash and cash equivalents $ 360,382 $ 194,611 Restricted cash 234 177 Total cash, cash equivalents and restricted cash as shown on the $ 360,616 $ 194,788 |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 6. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, December 31, 2023 2022 Computer equipment $ 231 $ 169 Furniture and fixtures 184 144 Less: Accumulated depreciation ( 245 ) ( 145 ) Property and equipment, net $ 170 $ 168 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities [Abstract] | |
Accrued Expenses | 7. Accrued Expenses Accrued expenses consisted of the following (in thousands): December 31, December 31, 2023 2022 Accrued employee-related expenses $ 5,790 $ 3,623 Accrued research and development 1,986 1,817 Accrued professional fees 317 463 Accrued other 52 206 Total accrued expenses $ 8,145 $ 6,109 |
Development and License Agreeme
Development and License Agreements | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Development and License Agreements | 8. Development and License Agreements License Agreement and Master Service Agreement with Aurigene Discoveries Technology Limited (“Aurigene”) In February 2018, the Company entered into a license agreement with Aurigene, pursuant to which Aurigene granted the Company an exclusive worldwide license, with the right to grant sublicenses, to certain Aurigene intellectual property. Concurrent with the execution of the Aurigene license agreement, the parties entered into a master services agreement, which provided for Aurigene to provide future development services to the Company on a full-time equivalent cost basis and consumable costs incurred basis. The Company terminated the master service agreement effective in March 2023. Pursuant to the license agreement, the Company agreed to pay an upfront fee of $ 0.1 million and annual maintenance fees up to $ 0.2 million for the licensed intellectual property. The Company may also be obligated to make future milestone payments of up to $ 7.1 million for the first licensed product based on the achievement of certain development and regulatory milestones. The term of the license agreement expires on a licensed product-by-licensed product and country-by-country basis on the expiration of the last-to-expire valid claim under the licensed intellectual property rights in such country. The Company can terminate the agreement, for co nvenience, with 90 days’ notice to Aurigene. The agreement can also be terminated by either party due to insolvency or by Aurigene due to a material breach after a specified cure period. During the twelve months ended December 31, 2023 and 2022 , the Company recorded research and development expense of $ 0.3 million and $ 0.8 million, respectively, related to its arrangements with Aurigene. License and Stock Purchase Agreement with AbbVie Deutschland GmbH & Co. KG (“AbbVie”) In September 2019, Private Disc entered into an agreement with AbbVie, pursuant to which AbbVie granted Private Disc an exclusive license, with the right to grant sublicenses, to certain AbbVie intellectual property. Under this agreement, Private Disc paid a non-refundable, non-creditable upfront fee of $ 0.6 million. The Company is also obligated to make future payments upon the achievement of certain development, commercialization and sales-based milestones up to $ 18.0 million, $ 45.0 million and $ 87.5 million, respectively on a licensed product-by-licensed product basis. In addition, the Company is also obligated to pay royalties based on net sales of the licensed products on a licensed product-by-licensed product and country-by-country basis. As of December 31, 2023 , none of the milestones had been achieved. The Company’s royalty obligation expires on a licensed product-by-licensed product and country-by-country basis upon the expiration of the last-to-expire valid claim under the licensed intellectual property rights in such country. Unless terminated earlier, the agreement expires upon the expiration of the Company’s royalty obligation for all licensed products. AbbVie can terminate the agreement if the Company fails to make any payments within a specified period after receiving written notice of such failure, or in the event of a material breach by the Company and failure to cure such breach within a certain period of time. License Agreement with Roche In connection with the Roche Agreement, the Company paid Roche an upfront, non-refundable exclusivity payment of $ 0.5 million in March 2021. Upon execution of the Roche Agreement in May 2021, the Company paid Roche an additional upfront, non-refundable payment of $ 4.0 million. The Company is obligated to make contingent payments to Roche up to an aggregate of $ 50.0 million in development and regulatory milestone payments for development and approval in a first indication and up to an aggregate of $ 35.0 million in development and regulatory milestone payments for development and approval in a second indication. The Company is also obligated to make contingent payments to Roche up to an aggregate of $ 120.0 million based on achievement of certain thresholds for annual net sales of licensed products. As of December 31, 2023 , none of the milestones had been achieved. Roche is also eligible to receive tiered royalties on net sales of commercialized products, at rates ranging from high single-digits to high teens. A description of the derivative liability related to the Roche agreement settled in 2022 is included in Note 4. License Agreement with Mabwell In January 2023, the Company entered into an exclusive license agreement with Mabwell Therapeutics, Inc. (“Mabwell”), pursuant to which Mabwell granted the Company an exclusive and sublicensable license to certain Mabwell intellectual property. In connection with the agreement, the Company paid Mabwell an upfront payment of $ 10.0 million in March 2023. In October 2023, the Company dosed the first patient in the Phase 1 clinical trial of polycythemia vera for DISC-3405, resulting in a milestone payment of $ 5.0 million due to Mabwell. In addition, the Company is obligated to pay certain development and regulatory milestone payments for the licensed products, for up to three indications, up to a maximum aggregate amount of $ 127.5 million, as well as certain commercial milestone payments for certain licensed product net sales achievements, up to a maximum aggregate amount of $ 275.0 million. The Company is further obligated to pay a tiered percentage of revenue that the Company receives from its sublicensees ranging from a low third decile percentage to a low first decile percentage. In addition, the Company is obligated to pay Mabwell a royalty on annual net sales of all licensed products at a tiered rate ranging from low single-digits to high single-digits. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Convertible Preferred Stock | 9. Convertible Preferred Stock As of December 31, 2023 and 2022, the Company was authorized to issue up to 10,000,000 shares of preferred stock at a par value of $ 0.0001 , with no shares issued or outstanding. Immediately prior to the Effective Time, each share of Private Disc’s preferred stock was converted into a share of Private Disc’s common stock. At the closing of the merger, the shares of Private Disc’s common stock were converted into shares of the Company’s common stock based on the Exchange Ratio. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | 10. Common Stock At the closing of the merger, the shares of Private Disc’s common stock were converted into shares of the Company’s common stock based on the Exchange Ratio. As of December 31, 2023 , the authorized capital stock of the Company included 100,000,000 shares of common stock, $ 0.0001 par value per share. Prior to the merger, the holders of Private Disc ’s common stock were subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock. Each share of common stock entitles the holder to one vote on all matters submitted to the stockholders for a vote. As of December 31, 2023 and 2022 , the Company reserved 2,459,037 and 2,640,590 , respectively, of common stock for the exercise of stock options and 204,081 shares of common stock were reserved for the exercise of pre-funded warrants. Registration Statements Resulting from the Merger In January 2023, as a result of the merger, the Company filed a resale registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”), which covered the proposed resale or other disposition by certain stockholders of up to an aggregate of 12,635,956 shares of the Company’s common stock. The Company also filed a registration statement on Form S-8 with the SEC, which registered 1,672,599 shares of common stock issuable with respect to Private Disc options assumed by the Company pursuant to the Merger Agreement as well as 2,035,103 additional shares of common stock reserved and available for future issuance under the 2021 Plan and 180,894 additional shares of common stock reserved and available for future issuance under the 2021 Employee Stock Purchase Plan (the “2021 ESPP”). ATM Program In January 2023, the Company filed a shelf registration statement on Form S-3 with the SEC, which covered the offering, issuance and sale by the Company of up to an aggregate of $ 300.0 million of the Company’s common stock, preferred stock, debt securities, warrants or units (the “January 2023 Shelf”). Subsequently in January 2023, the Company entered into a Sales Agreement (the “Sales Agreement”) with SVB Securities LLC, as sales agent, to provide for the offering, issuance and sale by the Company of up to $ 100.0 million of the Company’s common stock from time to time in “at-the-market” (“ATM”) offerings under the January 2023 Shelf. Effective June 12, 2023, the ATM program with SVB Securities LLC was suspended. Following the date of the ATM suspension, the Company did not make any further sales of its common stock pursuant to the Sales Agreement. The Sales Agreement was terminated effective September 28, 2023. In connection with the ATM suspension, the Company recognized the remaining capitalized issuance costs of $ 0.3 million as general and administrative expense in the consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2023. As of September 30, 2023 , the Company had sold an aggregate of 825,350 shares of common stock in ATM offerings under the January 2023 Shelf and pursuant to the Sales Agreement. Aggregate gross proceeds from the transactions were $ 20.0 million and the Company received $ 19.5 million in net proceeds, after deducting placement agent fees and offering expenses. In October 2023, the Company entered into an Open Market Sale Agreement with Jefferies LLC as sales agent (the “ATM Agreement”) to provide for the offering, issuance and sale by the Company of up to $ 59.7 million of the Company’s common stock from time to time in ATM offerings under the January 2023 Shelf. In November 2023, the Company filed a shelf registration statement on Form S-3 with the SEC, which covered the offering, issuance and sale by the Company of up to an aggregate of $ 400.0 million of the Company’s common stock, preferred stock, debt securities, warrants or units (the “November 2023 Shelf”). On December 5, 2023, the Company and Jefferies LLC entered into an amendment to the ATM Agreement to increase the aggregate offering price of the shares of common stock that the Company may offer under the ATM Agreement from $ 59.7 million to $ 200.0 million. The material terms and conditions of the ATM Agreement otherwise remained unchanged. As of December 31, 2023 , the Company had sold an aggregate of 141,914 shares of common stock in ATM offerings under the November 2023 Shelf and pursuant to the ATM Agreement. Aggregate gross proceeds from the transactions were $ 7.2 million and the Company received $ 7.0 million in net proceeds, after deducting placement agent fees and offering expenses. Registered Direct Offering In February 2023, the Company entered into a securities purchase agreement, with certain investors. Pursuant to the securities purchase agreement, the Company sold an aggregate of 1,488,166 shares of the Company’s common stock, at a purchase price of $ 23.00 per share, and with respect to a certain investor, in lieu of shares of the Company’s common stock, pre-funded warrants to purchase an aggregate of 1,229,224 shares of the Company’s common stock, at a purchase price of $ 22.9999 per pre-funded warrant, for aggregate net proceeds of $ 62.4 million, after deducting offering expenses of $ 0.1 million. The pre-funded warrants provide that the holder will not have the right to exercise any portion of its warrants if such holder, together with its affiliates, would beneficially own in excess of 9.99 % of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that the holder may increase or decrease the Beneficial Ownership Limitation by giving 61 days’ notice, but not to any percentage in excess of 19.99 %. The investors or their affiliates are beneficial holders of more than 5 % of the Company’s capital stock. The pre-funded warrants meet the condition for equity classification and were therefore recorded as a component of stockholders’ equity within additional paid-in capital at the time of their issuance. During the twelve months ended December 31, 2023 , all of the pre-funded warrants were exercised in a cashless transaction which resulted in 1,229,221 shares of common stock being issued to the investor. Follow-On Public Offering I n June 2023, the Company issued 3,015,919 shares of its common stock upon the completion of its public follow-on offering, which included the exercise in full by the underwriters of their option to purchase up to 420,000 additional shares of common stock, at a public offering price of $ 49.00 per share. The Company also sold, in lieu of shares of the Company’s common stock, pre-funded warrants to purchase an aggregate of 204,081 shares of common stock at a price of $ 48.9999 per pre-funded warrant. The Company received aggregate net proceeds of $ 147.9 million, after deducting offering expenses of $ 9.9 million. As of December 31, 2023 , none of the 204,081 pre-funded warrants had been exercised. The pre-funded warrants provide that the holder will not have the right to exercise any portion of its warrants if such holder, together with its affiliates, would beneficially own in excess of 24.99 % of the number of shares of Common Stock outstanding immediately after giving effect to the exercise (the “Ownership Limit”). Purchasers of the pre-funded warrants may also elect to set the initial Ownership Limit at 4.99%, 9.99% or 19.99%. Upon at least 61 days’ prior notice from the holder to the Company, the holder may increase or decrease the Ownership Limit up to 24.99 %, provided however that purchasers that select an Ownership Limit of 19.99 % or less will only be allowed to increase the Ownership Limit above 19.99% if such increase would not result in a change of control under the rules and regulations of the Nasdaq Stock Market LLC. The pre-funded warrants meet the condition for equity classification and were therefore recorded as a component of stockholders’ equity within additional paid-in capital. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation 2017 Stock Option and Grant Plan Private Disc adopted the 2017 Stock Option and Grant Plan (the “Private Disc Plan”) in November 2017 reserving shares of common stock for issuance to employees, directors, and consultants. The Private Disc Plan allowed for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and other stock awards. Recipients of stock options or stock appreciation rights were eligible to purchase shares of Private Disc’s common stock at an exercise price equal to the estimated fair market value of such stock on the date of grant. The exercise price could have been less than fair market value if the stock award was granted pursuant to an assumption or substitution for another stock award in the event of a merger or sale of Private Disc. The maximum term of options granted under the Private Disc Plan was ten years, and stock options typically vested over a four-year period. The Board could have assigned vesting terms to the stock options grants as deemed appropriate. Private Disc also had the right of first refusal to purchase any proposed disposition of shares issued under the Private Disc Plan. As it relates to restricted stock awards, Private Disc had the option to repurchase any unvested shares at the original purchase price upon any voluntary or involuntary termination. At the discretion of the Board, unvested shares held by employees, directors and consultants could have accelerated vesting in the event of a change of control of Private Disc unless assumed or substituted by the acquirer or surviving entity. The number of shares of common stock reserved for issuance as of December 31, 2023 and 2022 was 1,505,624 and 1,672,599 shares, respectively. As of December 31, 2023 and 2022 , there are no options available for grant. Upon completion of the merger, the Company ceased granting awards under the Private Disc Plan. 2021 Stock Option and Incentive Plan In February 2021, Gemini adopted the 2021 Stock Option and Incentive Plan ("the 2021 Plan") reserving shares of common stock to grant incentive stock options or nonqualified stock options for the purchase of common stock, stock appreciation rights, restricted stock awards, restricted stock units, unrestricted stock awards, cash-based awards and dividend equivalent rights to employees, officers, directors and consultants. Upon approving the 2021 Plan in February 2021, Gemini ceased granting awards under its then existing 2017 Stock Option and Grant Plan. Incentive stock options may only be granted to employees. The 2021 Plan is administered by the plan administrator, which is the compensation committee of the Company’s board of directors, provided therein, which has discretionary authority, subject only to the express provisions of the 2021 Plan, to interpret the 2021 Plan; determine eligibility for and grant awards; determine form of settlement of awards (whether in cash, shares of stock, other property or a combination of the foregoing), determine, modify or waive the terms and conditions of any award; prescribe forms, rules and procedures; and otherwise do all things necessary to carry out the purposes of the 2021 Plan. As of December 31, 2023 , 1,561,926 shares remained available for future issuance under the 2021 Plan. The number of shares of common stock reserved for issuance under the 2021 Plan automatically increases on January 1 of each calendar year, starting on January 1, 2022 and continuing through January 1, 2031, in an amount equal to 4 % of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Company’s board of directors. The exercise price of each stock option granted under the 2021 Plan is 100 % of the fair market value of the underlying stock subject to the award, determined as of the date of the grant, or such higher amount as the plan administrator may determine in connection with the grant, and the term of stock option may not be greater than ten years. The vesting and other restrictions are determined at the discretion of the plan administrator. 2021 Employee Stock Purchase Plan In July 2021, Gemini’s board of directors approved the 2021 Employee Stock Purchase Plan (the "2021 ESPP"). The first offering period under the 2021 ESPP began on December 1, 2021. As of December 31, 2023 , 222,953 shares remained available for future issuance under the 2021 ESPP. The number of shares of common stock reserved for issuance under the 2021 ESPP automatically increases on January 1 of each calendar year, starting on January 1, 2023 and continuing through January 1, 2031, in an amount equal to the least of (a) 1 % of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, (b) 43,055 shares of common stock, or (c) such number of shares determined by the Company’s board of directors. 2021 Inducement Plan In February 2021, Gemini’s board of directors approved the 2021 Inducement Plan. The 2021 Inducement Plan is a non-stockholder approved stock plan under which equity awards are granted to induce highly-qualified prospective officers and employees who are not currently employed by the Company to accept employment and provide them with a proprietary interest in the Company. From the completion of the merger through December 31, 2023, the Company had not granted awards under the 2021 Inducement Plan. As of December 31, 2023 , 153,712 shares remained available for future issuance under the plan. Reverse Merger with Gemini In connection with the merger, each option to purchase shares of Private Disc common stock that was outstanding and unexercised under the Private Disc Plan immediately prior to the Effective Time, whether or not vested, was converted into an option to purchase shares of Gemini common stock and became eligible to be registered on Form S-8. Gemini assumed the Private Disc Plan, as amended, and each such outstanding option to purchase shares of Private Disc common stock in accordance with the terms (as in effect as of the date of the Merger Agreement) of the Private Disc Plan and the terms of the stock option agreement by which such option to purchase shares of Private Disc common stock is evidenced. On December 29, 2022, Gemini's shareholders approved amendments to the 2021 Plan and the 2021 ESPP to (i) increase the number of shares of common stock reserved for issuance under the 2021 Plan to a number of shares representing approximately 9 % of the fully diluted capitalization of the Company, determined as of immediately following the merger and (ii) increase the number of shares of common stock reserved for issuance under the 2021 ESPP to a number of shares representing approximately 0.84 % of the fully diluted capitalization of the Company, determined as of immediately following the m erger. Stock Options For purposes of calculating stock-based compensation, the Company estimates the fair value of stock options using the Black-Scholes option-pricing model. This model incorporates various assumptions, including the expected volatility, expected term, and interest rates. Prior to the merger, Private Disc lacked company-specific historical and implied volatility information. Therefore, Private Disc estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer public companies and the Company expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the option. For options with service-based vesting conditions, the expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected dividend yield of 0 % is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The following table summarizes stock option activity for the year ended December 31, 2023. Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2022 2,640,590 $ 16.19 8.08 $ 25,513 Granted 236,503 43.42 Exercised ( 254,432 ) 11.09 Forfeited ( 21,173 ) 17.90 Expired ( 142,451 ) 111.15 Outstanding at December 31, 2023 2,459,037 $ 13.82 7.81 $ 109,078 Exercisable at December 31, 2023 1,271,208 $ 9.78 7.08 $ 61,992 The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the common stock as of the end of the period. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2023 and 2022 was $ 8.3 million and $ 0.6 million, respectively. The weighted-average assumptions used to estimate the fair value of stock options granted were as follows: Year Ended 2023 2022 Risk-free interest rate 4.03 % 3.54 % Expected term (in years) 6.88 5.94 Expected volatility 59 % 60 % Expected dividend yield 0 % 0 % Fair value per share of common stock $ 43.42 $ 13.94 The weighted-average grant date fair value of options granted in the years ended December 31, 2023 and 2022 was $ 26.54 and $ 8.13 per share, respectively. The total fair value of options vested during the years ended December 31, 2023 and 2022 was $ 3.7 million an d $ 1.9 million, respectively. Shares of Restricted Common Stock As of December 31, 2023, the Company had issued a total of 63,061 shares of restricted common stock to the founders of Private Disc pursuant to subscription agreements and to certain key employees pursuant to the Private Disc Plan at $ 0.0001 per share. The stock restrictions relate to the sale and transferability of the stock and lapse over the defined vesting period in the restricted stock agreement. The vesting period is generally contingent upon continued employment or consulting services being provided to the Company. In the event of termination, the Company has the right, but not the obligation to repurchase the unvested shares at the original purchase price. As of December 31, 2023, all awards of restricted common stock were fully vested. A summary of restricted common stock activity is as follows: Year Ended 2023 2022 Unvested at the beginning of the year 1,916 10,170 Vested ( 1,916 ) ( 8,254 ) Unvested at the end of the period — 1,916 Stock-Based Compensation Expense Total stock-based compensation expense recorded as research and development and general and administrative expenses, respectively, for employees, directors and non-employees is as follows (in thousands): Year Ended 2023 2022 Research and development $ 1,767 $ 581 General and administrative 3,763 1,508 Total stock-based compensation expense $ 5,530 $ 2,089 As of December 31, 2023 , the total unrecognized stock-based compensation expense related to outstanding awards was $ 11.5 million and is expected to be recognized over a weighted-average period of 2.63 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2023 2022 Federal statutory income tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 8.0 6.3 Federal and state research and development tax credits 4.0 3.5 Stock-based compensation 1.3 ( 0.4 ) Other ( 0.7 ) 0.1 Change in deferred tax asset valuation allowance ( 33.6 ) ( 30.5 ) Effective income tax rate 0 % 0 % For the twelve months ended December 31, 2023 , the Company recorded income tax expense of $ 0.1 million due to state income tax resulting from higher interest income. For the twelve months ended December 31, 2022 , the Company recorded no income tax expense due to the Company’s net operating loss (“NOL”) and full valuation allowance. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of the Company’s net deferred income taxes are as follows (in thousands): December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 24,312 $ 18,882 Research and experimental expenditures 20,598 7,608 Tax credits 7,202 3,550 Capitalized licenses 6,890 3,142 Accrued expenses 1,513 2,416 Stock-based compensation 1,234 565 Operating lease liabilities 574 359 Total deferred tax assets 62,323 36,522 Valuation allowance ( 61,768 ) ( 36,102 ) Total deferred tax assets, net of valuation allowance 555 420 Deferred tax liabilities: Operating right-of-use assets ( 527 ) ( 385 ) Depreciation ( 28 ) ( 35 ) Total deferred tax liabilities ( 555 ) ( 420 ) Net deferred tax assets $ — $ — The Company's income tax provision for the twelve months ended December 31, 2023 related to state and foreign income taxes. The Company has evaluated the positive and negative evidence bearing upon the reliability of its deferred tax assets. Based on this, the Company has provided a valuation allowance for the full amount of the net deferred tax assets as the realization of the deferred tax assets is not determined to be more likely than not. During the year ended December 31, 2023, the valuation allowance increased by $ 25.7 million primarily due to the increase in the Company’s net operating loss, capitalized expenditures and tax credit carryforwards during the period. As of December 31, 2023 , the Company had $ 88.1 million and $ 91.7 million of federal and state operating loss carryforwards, respectively. The pre-merger net operating loss carryforwards of Gemini were written off in the transaction as these would be permanently restricted from use as a result of Section 382 of the Internal Revenue Code of 1986 (“Section 382”). Substantially all of the federal NOLs are not subject to expiration and the state NOLs begin to expire in 2037 . These loss carryforwards are available to reduce future federal taxable income, if any. As of December 31, 2023 , the Company also had federal and state research and development tax credit carryforwards of $ 5.8 million and $ 1.8 million respectively, to offset future income taxes, which will begin to expire beginning in December 2032 . These loss carryforwards are subject to review and possible adjustment by the appropriate taxing authorities. Utilization of the Company’s NOL carryforwards and research and development credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations that have occurred previously or that could occur in the future in accordance with Section 382 as well as similar state provisions. These ownership changes may limit the amount of NOL and research and development credit carryforwards that can be utilized annually to offset future taxable income and taxes, respectively. In general, an ownership change as defined by Section 382 results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50 % over a three-year period. Since its formation, the Company has raised capital through the issuance of capital stock on several occasions. These financings could result in a change of control as defined by Section 382. The Company has not yet conducted an analysis under Section 382 to determine if historical changes in ownership through December 31, 2023, would limit or otherwise restrict its ability to utilize its NOL and research and development credit carryforwards. In addition, future changes in ownership occurring after December 31, 2023 could affect the limitation in future years, and any limitation may result in expiration of a portion of the NOL or research and development credit carryforwards before utilization. Beginning in 2022, the Tax Cuts and Jobs Act ("TCJA") amended Section 174 and now requires U.S.-based and non-U.S.-based research and experimental expenditures to be capitalized and amortized over a period of five or 15 years, respectively, for amounts paid in tax years starting after December 31, 2021. Prior to the TCJA amendment, Section 174 allowed taxpayers to immediately deduct research and experimental expenditures in the year paid or incurred. The Company has applied this required change in accounting method beginning in 2022 and the computation may be adjusted pending future IRS guidance. On December 18, 2015, the Protecting Americans from Tax Hikes (“PATH”) Act of 2015 was signed into law. The PATH Act has created several research and development credit provisions, including allowing a qualified small business to utilize the research credit against the employer portion of payroll tax (i.e., FICA tax) not exceeding $ 0.3 million per year. This provision is available for credits generated in tax years beginning after 2015. The Company does not qualify as a small business for 2023 and will not elect to make a small business election. The Company follows the provisions of ASC Topic 740-10, Accounting for Uncertainty in Income Taxes , which specifies how tax benefits for uncertain tax positions are to be recognized, measured, and recorded in financial statements; requires certain disclosures of uncertain tax matters; specifies how reserves for uncertain tax positions should be classified on the consolidated balance sheets; and provides transition and interim period guidance, among other provisions. As of December 31, 2023 and 2022, the Company has not recorded any amounts for uncertain tax positions. The Company’s policy is to recognize interest and penalties accrued on any uncertain tax positions as a component of income tax expense, if any, in its consolidated statements of operations and comprehensive loss. As of December 31, 2023 and 2022, the Company had no reserves for uncertain tax positions. For the years ended December 31, 2023 and 2022, no estimated interest or penalties were recognized on uncertain tax positions. The Company’s tax returns for the years ended December 31, 2019 to December 31, 2023 remain open and subject to examination by the Internal Revenue Service and state taxing authorities. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 13. Net Loss Per Share Basic and diluted net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding. The weighted-average common shares outstanding used in the basic and diluted net loss per share calculation includes the pre-funded warrants issued in connection with the Company’s follow-on public offering in June 2023 and registered direct offering in February 2023 as the pre-funded warrants are exercisable for nominal cash consideration. In September 2023, 1,229,224 of the pre-funded warrants were exercised in a cashless transaction which resulted in 1,229,221 shares of common stock being issued to the investor. As of December 31, 2023 , 204,081 pre-funded warrants were outstanding. The following table sets forth the computation of the Company’s basic and diluted net loss per share (in thousands, except share and per share data): Year Ended 2023 2022 Numerator: Net loss attributable to common stockholders-basic and diluted $ ( 76,429 ) $ ( 46,827 ) Denominator: Weighted-average common shares outstanding-basic and diluted 22,315,877 1,039,490 Net loss per share attributable to common stockholders-basic and diluted $ ( 3.42 ) $ ( 45.05 ) The Company has generated a net loss in all periods presented, so the basic and diluted net loss per share are the same, as the inclusion of the potentially dilutive securities would be anti-dilutive. The C ompany excluded the following from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: December 31, 2023 2022 Unvested restricted common stock — 1,916 Options to purchase common stock 2,459,037 2,640,590 Employee stock purchase program 4,878 — |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to its vendors, lessors, contract research organizations, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its Board that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. The Company has not incurred any material costs as a result of such indemnifications and is not currently aware of any indemnification claims. Legal Proceedings The Company, from time to time, may be party to litigation arising in the ordinary course of business. The Company was not subject to any material legal proceedings during the twelve months ended December 31, 2023 and 2022 and, to the best of its knowledge, no material legal proceedings are currently pending or threatened. Payments Upon Termination The Company enters into contracts in the normal course of business with CROs, CDMOs and other third parties for preclinical studies, clinical trials and manufacturing services. These contracts typically do not contain minimum purchase commitments and are generally cancelable by the Company upon written notice. Payments due upon cancellation consist of payments for services provided or expenses incurred, including noncancelable obligations of the Company's service providers, up to the date of cancellation and, in the case of certain arrangements with CROs and CDMOs, may include noncancelable fees. Under such agreements, the exact amounts owed by the Company in the event of termination will be based on the timing of the termination and the exact terms of the agreement. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 15. Leases In October 2021, Private Disc entered into a five-year lease through November 2026 of 7,566 square feet of office space located at 321 Arsenal Street, Watertown, Massachusetts to be used as its corporate headquarters. In June 2023, the lease was amended to allow the landlord to perform certain maintenance activities expected to be completed by the end of 2023 and to provide rent abatement of $ 0.2 million. The amendment was accounted for as a modification resulting in a new incremental borrowing rate and a reduction to the right-of-use asset and lease liability of $ 0.2 million. In September 2023, the Company recognized a reassessment event which was accounted for as a modification resulting in a new incremental borrowing rate and a reduction to the right-of-use asset and lease liability of an additional $ 0.2 million. In November 2023, the Company recognized another reassessment event which was accounted for as a modification resulting in an increase to the right-of-use asset and lease liability of $ 0.1 million. In June 2023, the Company entered into a sublease for a term of approximately three and a half years through November 2026, consisting of 9,281 square feet of office space on the second floor of the corporate headquarters in Watertown, Massachusetts. Fixed lease payments include base rent, subject to annual rent increases, and a management fee. Variable lease payments include the Company’s allocated share of costs incurred for real estate taxes, utilities, and other operating expenses applicable to the leased premises. Pursuant to the lease, the Company is also obligated to pay for certain administrative costs, taxes and operating expenses. The components of lease expense were as follows (in thousands): Year Ended 2023 2022 Operating lease costs $ 422 $ 422 Variable lease costs 159 177 Total lease expense $ 581 $ 599 Other information related to the Company’s leases is as follows (in thousands, except term and discount rate amounts): Year Ended 2023 2022 Weighted average remaining lease term 2.92 years 3.91 years Weighted average discount rate 10.0 % 5.5 % Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 186 $ 480 A maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of December 31, 2023, reflective of the Company’s election to account for lease and non-lease components together, is as follows (in thousands): Year Ending December 31, Operating Leases 2024 845 2025 850 2026 729 Total minimum lease payments 2,424 Less imputed interest ( 323 ) Present value of lease liabilities $ 2,101 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. Related Party Transactions The landlord of the Company’s leased office space in Watertown, Massachusetts is a related party of the Company due to its equity ownership. In February 2023, certain existing investors participated in the Company’s registered direct offering (see Note 10). In March 2023, the Company executed a promissory note for an aggregate principal amount of $ 0.5 million from an existing investor. The Company did not use these funds and repaid the note four days later, recording a de minimis amount of interest expense based on the then Federal funds rate for short term loans of 4.5 % per annum. In June 2023, an existing investor participated in the Company’s follow-on offering (see Note 10). |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events The Company has completed an evaluation of all subsequent events after the audited consolidated balance sheet date of December 31, 2023 through the date these consolidated financial statements were issued to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the consolidated financial statements as of December 31, 2023, and events which occurred subsequently but were not recognized in the consolidated financial statements. Non-recognizable subsequent events are summarized below. ATM Program As of March 21, 2024 , the issuance date of these consolidated financial statements, the Company has sold an aggregate of 234,449 shares of common stock in ATM offerings under the November 2023 Shelf and pursuant to the ATM Agreement for aggregate gross proceeds of $ 15.3 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative accounting principles generally accepted in the United States as found in the Accounting Standard Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements 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 of expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to accrued research and development expenses; stock-based compensation expense; the fair value of the common stock prior to the effective date of the merger; the fair value determinations for instruments accounted for at fair value including contingent amounts payable to third parties upon the consummation of specified transactions, including a Roche Qualified Transaction (see Note 4); the fair value of Gemini’s development programs at the Effective Time; the fair value of the CVR; the incremental borrowing rate for determining lease liabilities and right-of-use assets and income taxes. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it has concluded to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ materially from those estimates or assumptions. |
Segment Information | Segment Information The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions, resulting in a single reportable segment. The Company has assembled a portfolio of clinical and preclinical product candidates that aim to modify fundamental biological pathways associated with the formation and function of red blood cells, specifically heme biosynthesis and iron homeostasis. The Company has determined that its chief operating decision maker is its Chief Executive Officer. The Company’s chief operating decision maker reviews the Company’s financial information on a consolidated basis for purposes of allocating resources and assessing financial performance. All of the Company’s tangible assets are held in the United States. |
Concentration of Credit Risk and of Significant Suppliers | Concentration of Credit Risk and of Significant Suppliers Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits and limits its exposure to cash risk by placing its cash with high credit quality accredited financial institutions. The Company has concluded that it is not subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company relies, and expects to continue to rely, on a small number of vendors to manufacture supplies and to process its product candidates for its development programs. These programs could be adversely affected by a significant interruption in the manufacturing process or supply chain. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents include cash in readily available checking and money market accounts and U.S. treasury notes with original maturities of three months or less at the date of purchase. Cash equivalents are reflected at fair value based on quoted market prices as further described in Note 4. |
Restricted Cash | Restricted Cash The Company maintains letters of credit totaling $ 0.2 million for the benefit of its landlords related to its current leased and subleased office space in Watertown, Massachusetts which is classified within other assets. The Company is required to maintain a separate cash balance to secure its letters of credit. The C ompany maintained a letter of credit of less than $ 0.1 million for leased space in Cambridge, Massachusetts, which was classified within prepaids and other current assets as of December 31, 2022. This lease was terminated in 2021 and the letter of credit was subsequently returned and released from restricted cash. |
Deferred Transaction Costs | Deferred Transaction Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred transaction costs until such financings are consummated. After consummation of an equity financing, these costs are recorded as a reduction of the proceeds from the transaction, either as a reduction of the carrying value of the preferred stock or in stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the transaction. Should the in-process equity financing be abandoned, the deferred transaction costs would be expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive loss. As of December 31, 2021, Private Disc had capitalized deferred transaction costs of $ 1.7 million related to a planned equity financing. During 2022, Private Disc concluded not to proceed with the planned equity financing and expensed the related deferred transaction costs of $ 2.2 million to general and administrative expenses . During 2022, the Company capitalized deferred transaction costs related to the merger of $ 7.9 million. At the Effective Time, the Company reclassified the capitalized deferred transaction costs to reduce additional paid-in capital generated as a result of the merger. As of December 31, 2023 , the Company capitalized deferred costs related to its at-the-market program and shelf registration of $ 0.5 million. |
Fair Value Measurements | Fair Value Measurements The Company categorizes its assets and liabilities measured at fair value in accordance with the authoritative accounting guidance that establishes a consistent framework for measuring fair value and expands disclosures for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: • Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2—Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and • Level 3—Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. The fair value of the Company’s cash equivalents are determined according to the fair value hierarchy described above (see Note 4). The carrying values of the Company’s prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. |
Property and Equipment | Property and Equipment 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 assets. Depreciation on leasehold improvements is recognized over the shorter of the useful life of the assets or the estimated remaining term of the associated lease. ESTIMATED USEFUL Computer equipment 3.0 years Furniture and fixtures 3.0 years Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated in accordance with the above guidelines once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are expensed as incurred. The Company capitalizes internal costs incurred to develop software for internal use during the application development stage. The Company includes capitalized internally developed software subject to a cloud computing arrangement within other assets. Amortization of capitalized internally developed software costs is recorded in depreciation expense over the estimated useful life of the related asset of 3.0 years. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets As required under the applicable accounting guidance, the Company periodically reevaluates the original assumptions and rationale used in the establishment of the carrying value and estimated lives of all of its long-lived assets, including property and equipment. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the total of estimated future undiscounted cash flows, expected to result from the use of the asset and its eventual disposition, are less than its carrying amount. Impairment, if any, would be assessed using discounted cash flows or other appropriate measures of fair value. There were no impairments for the twelve months ended December 31, 2023 and 2022 . |
Leases | Leases The Company accounts for its leases under ASC 842. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease. Leases with a term greater than one year are recognized on the consolidated balance sheet as a right-of-use (“ROU”) asset and current and non-current lease liabilities, as applicable. The Company has made an accounting policy election, known as the short-term lease recognition exemption, which allows the Company to not recognize ROU assets and lease liabilities that arise from short-term leases (12 months or less) for any class of underlying asset. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew or options to cancel a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew or will not cancel, respectively. The Company monitors its material leases on a quarterly basis. Leases are classified at their lease commencement date, which is defined as the date on which the lessor makes the underlying asset available for use by the lessee, as either operating or finance leases based on the economic substance of the agreement. All of the Company’s leases are classified as operating leases. Operating lease liabilities and their corresponding ROU assets are recorded based on the present value of future lease payments over the expected remaining lease term. Fixed lease cost for operating leases is recognized on a straight-line basis over the lease term as an operating expense. Variable lease costs, such as common area maintenance expenses, are recognized in the period incurred. Certain adjustments to the ROU asset may be required for items such as lease prepayments or incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its estimated incremental borrowing rate, which reflects the estimated fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. The Company has elected to account for the lease and non-lease components together for existing classes of underlying assets. |
Preferred Stock | Preferred Stock The Company applies the guidance of ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”), when determining the classification and measurement of its preferred stock. Preferred stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. The Company classifies contingently redeemable preferred stock (if any), which includes preferred stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity. At all other times, the Company classifies its preferred stock in stockholders’ equity (deficit). Prior to the merger, Private Disc classified its convertible preferred stock as temporary equity due to terms that allowed for redemption of the shares upon the occurrence of a contingent event that was not solely within the Private Disc's control. Private Disc did not accrete the carrying values of the preferred stock to the redemption values since the contingent event was not considered probable prior to their conversion to common stock at the Effective Time. |
Research and Development Expenses | Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries and bonuses, stock-based compensation, employee benefits, facilities costs, depreciation, external costs of vendors engaged to conduct preclinical development activities and clinical trials, manufacturing expenses, as well as the costs of licensing technology. Nonrefundable prepayments for goods or services that will be used or rendered for future research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed, or when it is no longer expected that the goods will be delivered or the services rendered. If the Company acquires an asset or group of assets under an in-licensing arrangement that does not meet the definition of a business under ASC Topic 805, Business Combinations , and the acquired in-process research and development does not have an alternative future use, any related upfront license payment is expensed as incurred in accordance with guidance in ASC Topic 730, Research and Development . In general, contingent payments are recognized when it becomes probable the payment will be required. Any contingent payments that qualify as a derivative liability are recognized at fair value on the Company’s consolidated balance sheets. Annual maintenance fees under license agreements are expensed in the period in which they are incurred. Contingent payments for assets acquired are expensed as incurred or capitalized and amortized based on the nature of the associated asset at the date the payment is recognized. Royalties owed on sales of the products licensed pursuant to license agreements are expensed in the period the related revenues are recognized. The Company has entered into various research, development and manufacturing contracts with research institutions and other companies primarily in the United States, including contracts with third-party contract research organizations and contract development and manufacturing organizations. These agreements are generally cancelable, and related costs are recorded as research and development expenses as incurred. The Company records accrued liabilities for estimated ongoing research, development and manufacturing costs and prepaid expenses for payments made in advance of work performed. When billing terms under these contracts do not coincide with the timing of when the work is performed, the Company is required to make estimates of outstanding obligations to those third parties as of period end. Any accrual estimates are based on a number of factors, including the Company’s knowledge of the progress towards completion of the research, development and manufacturing activities, invoicing to date under the contracts, communication from the research institutions and other companies of any actual costs incurred during the period that have not yet been invoiced and the costs included in the contracts. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results may differ from the estimates made by the Company. |
Patent Costs | Patent Costs The Company expenses all costs as incurred in connection with patent applications, including direct application fees, and the legal and consulting expenses related to making such applications due to the uncertainty about the recovery of the expenditure. These costs are included in general and administrative expenses within the Company’s consolidated statements of operations and comprehensive loss. |
Stock-based Compensation | Stock-Based Compensation The Company accounts for all stock-based awards granted to employees and non-employees as stock-based compensation expense at fair value. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the fair value of the Company’s common stock on the date of grant, the expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option and the Company’s expected dividend yield. The fair value of each restricted stock award is estimated on the date of grant based on the fair value of the Company’s common stock on that same date. Due to the lack of company-specific historical and implied volatility data, the Company determines the volatility for awards granted based on an analysis of reported data for a group of guideline companies that issued options with substantially similar terms. The expected volatility has been determined using a weighted-average of the historical volatility measures of this group of guideline companies. The Company expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options granted to employees has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero. The Company recognizes compensation expense for employees and non-employees over the requisite service period, which is generally the vesting period of the respective award, based on the grant date fair value of the award. For awards that include performance-based vesting conditions expense is recognized using the accelerated attribution method when the performance condition is deemed to be probable. The Company accounts for forfeitures as they occur. The Company classifies stock-based compensation expense in the consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. See Note 11 for a summary of the stock-based award activity under the Company’s stock-based compensation plan. Determination of Fair Value of Common Stock on Grant Dates Prior to the merger, due to the absence of an active market for Private Disc’s common stock, Private Disc and its Board were required to determine the fair value of Private Disc’s common stock at the time of each grant of a stock-based award. Private Disc estimated the fair value of its common stock utilizing methodologies in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation . In determining the exercise prices for options granted, Private Disc considered the estimated fair value of the common stock as of the measurement date. The estimated fair value of the common stock has been determined at each grant date based upon a variety of factors, including prices paid for Private Disc’s convertible preferred stock and the rights, preferences, and privileges of Private Disc’s Preferred Stock and common stock; Private Disc’s stage of development and status of technological developments within Private Disc’s research; the illiquid nature of securities in a private company; the prospects of a liquidity event; and the current business climate in the marketplace. Significant changes to the key assumptions underlying the factors used could result in different fair values of common stock at each valuation date. Private Disc’s common stock valuations were prepared using either an option pricing method (“OPM”), or a hybrid method, both of which used market approaches to estimate our enterprise value. The OPM treats common stock and convertible preferred stock as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Under this method, the common stock has value only if the funds available for distribution to stockholders exceeds the value of the convertible preferred stock liquidation preferences at the time of the liquidity event, such as a strategic sale or a merger. A discount for lack of marketability of the common stock is then applied to arrive at an indication of value for the common stock. The hybrid method is a probability-weighted expected return method (“PWERM”), by which the equity value in one or more scenarios is calculated using an OPM. The PWERM is a scenario-based methodology that estimates the fair value of common stock based upon an analysis of future values for the company, assuming various outcomes. The common stock value is based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available as well as the rights of each class of stock. The future value of the common stock under each outcome is discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value for the common stock. In addition to a scenario using the OPM, the hybrid method also considers an initial public offering scenario in which the shares of convertible preferred stock are assumed to convert to common stock. The future value of the common stock in the initial public offering scenario was discounted back to the valuation date at an appropriate risk adjusted discount rate. In the hybrid method, the present value indicated for each scenario was probability weighted to arrive at an indication of value for the Private Disc’s common stock. Private Disc utilized significant estimates and assumptions in determining the fair value of its equity and equity-based awards. Substantially all of the awards granted by the Company are either new hire grants or routine annual grants. Management evaluates its award grants and modifications contemporaneously and if any are determined to be spring-loaded, the Company will adjust the fair value. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss, as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. The Company’s comprehensive loss was equal to net loss for the twelve months ended December 31, 2023 and 2022 . |
Income Taxes | Income Taxes Income taxes have been accounted for using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. A valuation allowance against deferred tax assets is recorded if, based upon the weight of all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Since the Company has generated operating losses and expects to continue to incur future losses, the net deferred tax assets have been fully offset by a valuation allowance. The Company accounts for income taxes in accordance with authoritative accounting guidance which states the impact of an uncertain income tax position is recognized at the largest amount that is “more likely than not” to be sustained upon audit by the relevant taxing authority. There are no unrecognized tax benefits included in the Company’s consolidated balance sheets at December 31, 2023 or 2022. The Company’s practice is to recognize interest and penalties related to income tax matters in income tax expense. The Company has not recognized interest or penalties related to income tax matters in its consolidated statements of operations and comprehensive loss since inception. The Company files income tax returns in the United States and in Massachusetts. The Company’s income tax returns are subject to review and tax assessment from an income tax examination. As of December 31, 2023 , the Company was not under examination by the Internal Revenue Service or other jurisdictions for any tax year. |
Net Loss Per Share | Net Loss Per Share Net loss per share attributable to common stockholders is calculated using the two-class method, which is an earnings allocation formula that determines net loss per share for the holders of the Company’s common shares and participating securities. The Company’s Preferred Stock contained participation rights in any dividend paid by the Company and was deemed to be a participating security. Net income attributable to common stockholders and participating preferred shares, if applicable, are allocated to each share as if all of the earnings for the period had been distributed. The participating securities did not include a contractual obligation to share in losses of the Company and were not included in the calculation of net loss per share in the periods in which a net loss is recorded. Net loss attributable to common stockholders is equal to the net loss for the period. Diluted net loss per share is computed using the more dilutive of (a) the two-class method or (b) the treasury stock method and if-converted method. The Company allocates earnings first to preferred stockholders, if applicable, based on dividend rights and then to common and preferred stockholders, if applicable, based on ownership interests. The weighted-average number of common shares included in the computation of diluted net loss gives effect to all potentially dilutive common equivalent shares, including outstanding stock options and Preferred Stock. Common stock equivalent shares are excluded from the computation of diluted net loss per share if their effect is antidilutive. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is generally the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Subsequent Events | Subsequent Events The Company considers events or transactions that occur after the consolidated balance sheet date but prior to the issuance of the consolidated financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. The Company has evaluated events occurring after the date of its consolidated balance sheet, through March 21, 2024 , the date these consolidated financial statements were available to be issued (see Note 17). |
Emerging Growth Company Status | Emerging Growth Company Status The Company qualifies as an “emerging growth company” (“EGC”), as defined in the Jumpstart Our Business Startups Act (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act, which provides that an EGC can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected to avail itself of the extended transition period and, therefore, while the Company is an EGC it will not be subject to new or revised accounting standards the same time that they become applicable to other public companies that are not EGCs, unless it chooses to early adopt a new or r evised accounting standard. As a result of this election, the consolidated financial statements may not be comparable to companies that comply with public company FASB standards’ effective dates. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which has been subsequently amended by ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11, ASU 2020-03, and ASU 2022-02 (“ASU 2016-13”). This standard requires that credit losses be recorded using an expected losses model rather than the incurred losses model that was previously used and establishes additional credit risk disclosures associated with financial assets. The amendments in this standard should be applied on a modified retrospective basis to all periods presented. The Company adopted ASU 2016-13 on January 1, 2023 using the modified retrospective approach. The adoption of this standard did not have a material effect on the Company’s financial position, results of operations or disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment Estimated Useful Lives | 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 assets. Depreciation on leasehold improvements is recognized over the shorter of the useful life of the assets or the estimated remaining term of the associated lease. ESTIMATED USEFUL Computer equipment 3.0 years Furniture and fixtures 3.0 years |
Fair Value Measurements (Table)
Fair Value Measurements (Table) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | Financial assets and liabilities measured at fair value on a recurring basis are summarized as follows (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 55,001 $ — $ — U.S. Treasury notes — 255,419 — Total $ 55,001 $ 255,419 $ — December 31, 2022 Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 40,783 $ — $ — Total $ 40,783 $ — $ — |
Summary of Changes in Fair Value of the Level 3 Liabilities Related to the Roche Agreement | The following table provides a summary of changes in fair value of the Level 3 liabilities related to the Roche Agreement (in thousands): Year Ended Derivative liability Balance at the beginning of the year $ 6,450 Change in fair value of derivative liability 61 Settlement of derivative liability upon issuance of common stock to Roche ( 6,511 ) Balance at the end of the year $ — |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Summary of Reconciliation of Cash and Cash Equivalents and Restricted Cash | Cash, cash equivalents and restricted cash consisted of the following (in thousands): December 31, December 31, 2023 2022 Cash and cash equivalents $ 360,382 $ 194,611 Restricted cash 234 177 Total cash, cash equivalents and restricted cash as shown on the $ 360,616 $ 194,788 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Property and equipment, net consisted of the following (in thousands): December 31, December 31, 2023 2022 Computer equipment $ 231 $ 169 Furniture and fixtures 184 144 Less: Accumulated depreciation ( 245 ) ( 145 ) Property and equipment, net $ 170 $ 168 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consisted of the following (in thousands): December 31, December 31, 2023 2022 Accrued employee-related expenses $ 5,790 $ 3,623 Accrued research and development 1,986 1,817 Accrued professional fees 317 463 Accrued other 52 206 Total accrued expenses $ 8,145 $ 6,109 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes stock option activity for the year ended December 31, 2023. Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2022 2,640,590 $ 16.19 8.08 $ 25,513 Granted 236,503 43.42 Exercised ( 254,432 ) 11.09 Forfeited ( 21,173 ) 17.90 Expired ( 142,451 ) 111.15 Outstanding at December 31, 2023 2,459,037 $ 13.82 7.81 $ 109,078 Exercisable at December 31, 2023 1,271,208 $ 9.78 7.08 $ 61,992 |
Summary of Fair Value of Stock Option Granted | The weighted-average assumptions used to estimate the fair value of stock options granted were as follows: Year Ended 2023 2022 Risk-free interest rate 4.03 % 3.54 % Expected term (in years) 6.88 5.94 Expected volatility 59 % 60 % Expected dividend yield 0 % 0 % Fair value per share of common stock $ 43.42 $ 13.94 |
Schedule of Restricted Stock Unit Activity | A summary of restricted common stock activity is as follows: Year Ended 2023 2022 Unvested at the beginning of the year 1,916 10,170 Vested ( 1,916 ) ( 8,254 ) Unvested at the end of the period — 1,916 |
Summary of Stock-based Compensation Expense | Total stock-based compensation expense recorded as research and development and general and administrative expenses, respectively, for employees, directors and non-employees is as follows (in thousands): Year Ended 2023 2022 Research and development $ 1,767 $ 581 General and administrative 3,763 1,508 Total stock-based compensation expense $ 5,530 $ 2,089 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of the Statutory Federal Income Tax Rate | A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2023 2022 Federal statutory income tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 8.0 6.3 Federal and state research and development tax credits 4.0 3.5 Stock-based compensation 1.3 ( 0.4 ) Other ( 0.7 ) 0.1 Change in deferred tax asset valuation allowance ( 33.6 ) ( 30.5 ) Effective income tax rate 0 % 0 % |
Schedule of Deferred Tax Assets and Liabilities | The significant components of the Company’s net deferred income taxes are as follows (in thousands): December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 24,312 $ 18,882 Research and experimental expenditures 20,598 7,608 Tax credits 7,202 3,550 Capitalized licenses 6,890 3,142 Accrued expenses 1,513 2,416 Stock-based compensation 1,234 565 Operating lease liabilities 574 359 Total deferred tax assets 62,323 36,522 Valuation allowance ( 61,768 ) ( 36,102 ) Total deferred tax assets, net of valuation allowance 555 420 Deferred tax liabilities: Operating right-of-use assets ( 527 ) ( 385 ) Depreciation ( 28 ) ( 35 ) Total deferred tax liabilities ( 555 ) ( 420 ) Net deferred tax assets $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table sets forth the computation of the Company’s basic and diluted net loss per share (in thousands, except share and per share data): Year Ended 2023 2022 Numerator: Net loss attributable to common stockholders-basic and diluted $ ( 76,429 ) $ ( 46,827 ) Denominator: Weighted-average common shares outstanding-basic and diluted 22,315,877 1,039,490 Net loss per share attributable to common stockholders-basic and diluted $ ( 3.42 ) $ ( 45.05 ) The Company has generated a net loss in all periods presented, so the basic and diluted net loss per share are the same, as the inclusion of the potentially dilutive securities would be anti-dilutive. The C ompany excluded the following from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share Attributable to Common Stock holders | December 31, 2023 2022 Unvested restricted common stock — 1,916 Options to purchase common stock 2,459,037 2,640,590 Employee stock purchase program 4,878 — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Components of Company's Lease Expense and Other Information | The components of lease expense were as follows (in thousands): Year Ended 2023 2022 Operating lease costs $ 422 $ 422 Variable lease costs 159 177 Total lease expense $ 581 $ 599 Other information related to the Company’s leases is as follows (in thousands, except term and discount rate amounts): Year Ended 2023 2022 Weighted average remaining lease term 2.92 years 3.91 years Weighted average discount rate 10.0 % 5.5 % Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 186 $ 480 |
Schedule of Operating Lease Liability, Maturity | A maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of December 31, 2023, reflective of the Company’s election to account for lease and non-lease components together, is as follows (in thousands): Year Ending December 31, Operating Leases 2024 845 2025 850 2026 729 Total minimum lease payments 2,424 Less imputed interest ( 323 ) Present value of lease liabilities $ 2,101 |
Organization and Nature of th_2
Organization and Nature of the Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 29, 2022 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Aug. 09, 2022 | |
Nature Of Business [Line Items] | |||||
Cash and cash equivalents for operations | $ 360,382 | $ 194,611 | |||
Common stock share exchange value | $ 0.0001 | $ 0.0001 | |||
Liability incurred under estimated fair value of Company's obligation | $ 0 | $ 1,500 | |||
Change in fair value of contingent value right liability | 1,500 | ||||
Aggregate costs incurred | 1,600 | ||||
Accumulated deficit | $ (188,645) | $ (112,216) | |||
Disc Medicine Inc [Member] | |||||
Nature Of Business [Line Items] | |||||
Purchase price | $ 53,500 | ||||
Common stock share exchange value | $ 0.1096 | ||||
Percentage of common stock outstanding | 74% | ||||
Net of costs incurred paid in form of common stock | $ 250,000 | ||||
License Agreement | Roche | |||||
Nature Of Business [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 482,313 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Cash And Cash Equivalents [Line Items] | |||
Deferred transaction costs | $ 1,700 | ||
Restricted cash | $ 234 | $ 177 | |
Lease termination year | 2021 | ||
Impairment Charges | 0 | 0 | |
Unrecognized tax benefits | $ 0 | 0 | |
Number of reporting units | Segment | 1 | ||
Internally Developed Software [Member] | |||
Cash And Cash Equivalents [Line Items] | |||
Estimated useful lives | 3 years | ||
Standby Letters of Credit [Member] | |||
Cash And Cash Equivalents [Line Items] | |||
Restricted cash | $ 200 | 100 | |
Additional Paid-in Capital [Member] | |||
Cash And Cash Equivalents [Line Items] | |||
Reduction of additional paid-in capital related to the merger | 7,900 | ||
General and Administrative Expense [Member] | |||
Cash And Cash Equivalents [Line Items] | |||
Deferred transaction costs | $ 2,200 | ||
At the Market Program and Shelf Registration [Member] | |||
Cash And Cash Equivalents [Line Items] | |||
Deferred costs related to at-the-market program and shelf registration | $ 500 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details) | Dec. 31, 2023 |
Computer Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 3 years |
Furniture and Fixtures [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 3 years |
Reverse Merger with Gemini - Ad
Reverse Merger with Gemini - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash and cash equivalents | $ 360,382,000 | $ 194,611,000 |
Stock-based compensation | 5,530,000 | 2,089,000 |
Gemini Merger [Member] | ||
Goodwill or intangible assets recognized | 0 | |
Cash and cash equivalents | 97,400,000 | |
Prepaid expenses and other assets | 1,800,000 | |
Accounts payable and accrued expenses | 7,800,000 | |
Stock-based compensation | $ 600,000 | |
Transaction cost | $ 7,900,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | $ 55,001 | $ 40,783 |
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 55,001 | 40,783 |
Level 1 [Member] | U.S. Treasury Notes [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 0 | |
Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 255,419 | 0 |
Level 2 [Member] | Money Market Funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Level 2 [Member] | U.S. Treasury Notes [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 255,419 | |
Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Level 3 [Member] | Money Market Funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 0 | $ 0 |
Level 3 [Member] | U.S. Treasury Notes [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
May 31, 2021 | Dec. 31, 2023 | Jun. 30, 2023 | |
Fair Value Option Quantitative Disclosures [Line Items] | |||
Fair value of contingent value right liability | $ 0 | $ 1,500 | |
Measurement input discount rate | 13.20% | ||
License Agreement | Roche | |||
Fair Value Option Quantitative Disclosures [Line Items] | |||
Common stock issued | 482,313 | ||
Percentage of outstanding shares of common stock | 2.85% |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in Fair Value of the Level 3 Liabilities Related to the Roche Agreement (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Derivative, Gain (Loss) on Derivative, Net |
FairValue Measurements Recurring Member | Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Begining Balance | $ 6,450 |
Change in fair value of derivative liability | 61 |
Settlement of derivative liability upon issuance of common stock to Roche | (6,511) |
Ending Balance | $ 0 |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash - Reconciliation of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | |||
Cash and cash equivalents | $ 360,382 | $ 194,611 | |
Restricted cash | 234 | 177 | |
Total cash, cash equivalents and restricted cash as shown on the consolidated statements of cash flows | $ 360,616 | $ 194,788 | $ 88,213 |
Property and equipment, net - S
Property and equipment, net - Schedule of Property Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Less: Accumulated depreciation | $ (245) | $ (145) |
Property and equipment, net | 170 | 168 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 231 | 169 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 184 | $ 144 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities [Abstract] | ||
Accrued employee-related expenses | $ 5,790 | $ 3,623 |
Accrued research and development | 1,986 | 1,817 |
Accrued professional fees | 317 | 463 |
Accrued other | 52 | 206 |
Total accrued expenses | $ 8,145 | $ 6,109 |
Development and License Agree_2
Development and License Agreements - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Oct. 31, 2023 | May 31, 2021 | Mar. 31, 2021 | Sep. 30, 2019 | Feb. 28, 2018 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Research and development expense | $ 69,264,000 | $ 33,437,000 | ||||||
License Agreement and Master Service Agreement | Aurigene | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Research and development expense | 300,000 | $ 800,000 | ||||||
License Agreement and Master Service Agreement | Aurigene | Maximum | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Future milestone payment | $ 7,100,000 | |||||||
License Agreement and Master Service Agreement | Aurigene | Intellectual Property | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Upfront fee | 100,000 | |||||||
Annual maintenance fees | $ 200,000 | |||||||
License and Stock Purchase Agreement | AbbVie | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Future milestone payment | 0 | |||||||
Non refundable upfront fee | $ 600,000 | |||||||
License and Stock Purchase Agreement | AbbVie | Maximum | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Future payments upon the achievement of certain development | 18,000,000 | |||||||
Future payments upon commercialization | 45,000,000 | |||||||
Future payments upon sales based milestones | $ 87,500,000 | |||||||
License Agreement | Roche | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Future milestone payment | 0 | |||||||
Non-refundable upfront payment | $ 4,000,000 | $ 500,000 | ||||||
Additional consideration upon achievement of certain development and commercial milestones | 120,000,000 | |||||||
License Agreement | Mabwell | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Future milestone payment | $ 5,000,000 | |||||||
Upfront payment | $ 10,000,000 | |||||||
License Agreement | Mabwell | Maximum | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Certain development and regulatory milestone payments | 127,500,000 | |||||||
Certain commercial milestone payments for certain licensed antibody product net sales achievements | $ 275,000,000 | |||||||
Development and Regulatory Milestone First Indication | License Agreement | Roche | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Contingent payments | 50,000,000 | |||||||
Development and Regulatory Milestone Second Indication | License Agreement | Roche | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Contingent payments | $ 35,000,000 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares issued | 24,360,233 | 17,405,231 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Summary of Preferred Stock Authorized Issued and Outstanding (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Preferred stock authorized | 10,000,000 | 10,000,000 |
Preferred stock issued | 0 | 0 |
Preferred stock outstanding | 0 | 0 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 05, 2023 | Nov. 30, 2023 | Oct. 31, 2023 | Jun. 30, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Common stock reserved for the exercise of stock options | 2,459,037 | 2,640,590 | |||||||
Common stock reserved for the exercise of pre-funded warrants | 204,081 | ||||||||
Common stock, shares issued | 24,360,233 | 17,405,231 | |||||||
Proceeds from sale of common stock | $ 0 | $ 53,500 | |||||||
ATM Program [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of common stock, shares | 825,350 | 141,914 | |||||||
Aggregate future offer, issuance and sale | $ 400,000 | $ 59,700 | $ 300,000 | ||||||
Offering expenses | $ 300 | ||||||||
Proceeds from sale of common stock | 20,000 | $ 7,200 | |||||||
Net proceeds, after deducting placement agent fees and offering expenses | $ 19,500 | $ 7,000 | |||||||
Registered Direct Offering [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares issued | 1,229,221 | ||||||||
Sale of common stock, shares | 1,488,166 | ||||||||
Sale of common stock, price per share | $ 23 | ||||||||
Purchase of common stock for pre-funded warrants, shares | 1,229,224 | ||||||||
Sale of pre-funded warrant, price per warrant | $ 22.9999 | ||||||||
Sale of pre funded warrant and common stock net proceeds | $ 62,400 | ||||||||
Net proceeds after deducting offering expenses | $ 100 | ||||||||
Follow-On Public Offering [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock reserved for the exercise of pre-funded warrants | 204,081 | ||||||||
Common stock, shares issued | 3,015,919 | ||||||||
Shares issued, price per share | $ 49 | ||||||||
Offering expenses | $ 9,900 | ||||||||
Purchase of common stock for pre-funded warrants, shares | 204,081 | ||||||||
Sale of pre-funded warrant, price per warrant | $ 48.9999 | ||||||||
Sale of pre funded warrant net proceeds | $ 147,900 | ||||||||
Pre-funded warrant, beneficiary ownership limitation percentage | 19.99% | ||||||||
Description of initial ownership limit | Purchasers of the pre-funded warrants may also elect to set the initial Ownership Limit at 4.99%, 9.99% or 19.99%. | ||||||||
Gemini Merger [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares issued | 1,672,599 | ||||||||
Sale of common stock, shares | 12,635,956 | ||||||||
2021 Plan [Member] | Gemini Merger [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock reserved and available for future issuance | 2,035,103 | ||||||||
2021 Employee Stock Purchase Plan [Member] | Gemini Merger [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock reserved and available for future issuance | 180,894 | ||||||||
Minimum [Member] | ATM Program [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Aggregate future offer, issuance and sale | $ 59,700 | ||||||||
Minimum [Member] | Registered Direct Offering [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Pre-funded warrant, beneficiary ownership limitation percentage | 9.99% | ||||||||
Minimum [Member] | Follow-On Public Offering [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Pre-funded warrant, beneficiary ownership limitation percentage | 24.99% | ||||||||
Maximum [Member] | ATM Program [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Aggregate future offer, issuance and sale | $ 200,000 | $ 100,000 | |||||||
Maximum [Member] | Registered Direct Offering [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Pre-funded warrant, beneficiary ownership limitation percentage | 19.99% | ||||||||
Maximum [Member] | Follow-On Public Offering [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Option Shares Available To Purchase For Underwriter | 420,000 | ||||||||
Pre-funded warrant, beneficiary ownership limitation percentage | 24.99% | ||||||||
Investors Or Affiliates [Member] | Registered Direct Offering [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Ownership of investors in company's capital stock | 5% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Dec. 29, 2022 | Feb. 03, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 31, 2023 | Aug. 09, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share based compensation outstanding shares | 2,459,037 | 2,640,590 | ||||
Share-based Payment Arrangement, Expense | $ 5,530 | $ 2,089 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 8,300 | $ 600 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 26.54 | $ 8.13 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Expected dividend yield | 0% | 0% | ||||
Aggregate fair value of restricted stock | $ 3,700 | $ 1,900 | ||||
Common stock shares issued | 24,360,233 | 17,405,231 | ||||
Share-Based Payment Arrangement, Expense | $ 5,530 | $ 2,089 | ||||
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 11,500 | |||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 7 months 17 days | |||||
Exercisable at December 31, 2023 | $ 9.78 | |||||
Disc Medicine Inc [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.1096 | |||||
Restricted Common Stock [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock shares issued | 63,061 | |||||
Restricted Common Stock [Member] | Founders And Certain Employees [Member] | Disc Medicine Inc [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||
2017 Private Disc Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares of common stock reserved | 1,505,624 | 1,672,599 | ||||
Number of shares available for options grant | 0 | 0 | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,505,624 | 1,672,599 | ||||
2021 Inducement Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares available for options grant | 153,712 | |||||
2021 Employee Stock Purchase Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares available for options grant | 222,953 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage of Outstanding Stock Maximum | 1% | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Other Share Increase (Decrease) | 43,055 | |||||
2021 Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Maximum percent of fair market value of common stock | 100% | |||||
Number of shares available for options grant | 1,561,926 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage of Outstanding Stock Maximum | 4% | |||||
Gemini Merger [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock shares issued | 1,672,599 | |||||
Gemini Merger [Member] | 2021 Employee Stock Purchase Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares of common stock reserved | 180,894 | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 180,894 | |||||
Percentage of number of shares fully diluted capitalization | 0.84% | |||||
Gemini Merger [Member] | 2021 Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares of common stock reserved | 2,035,103 | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 2,035,103 | |||||
Percentage of number of shares fully diluted capitalization | 9% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Outstanding at December 31, 2022 | 2,640,590 | |
Granted | 236,503 | |
Exercised | (254,432) | |
Forfeited | (21,173) | |
Expired | (142,451) | |
Outstanding at December 31, 2023 | 2,459,037 | 2,640,590 |
Exercisable at December 31, 2023 | 1,271,208 | |
Outstanding at December 31, 2022 | $ 16.19 | |
Granted | 43.42 | |
Exercised | 11.09 | |
Forfeited | 17.9 | |
Expired | 111.15 | |
Outstanding at December 31, 2023 | 13.82 | $ 16.19 |
Exercisable at December 31, 2023 | $ 9.78 | |
Weighted-Average Remaining Contractual Term, Outstanding | 7 years 9 months 21 days | 8 years 29 days |
Exercisable at December 31, 2023 | 7 years 29 days | |
Aggregate intrinsic value, Outstanding | $ 109,078 | $ 25,513 |
Exercisable at December 31, 2023 | $ 61,992 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Fair Value of Stock Option Granted (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Risk-free interest rate | 4.03% | 3.54% |
Expected term (in years) | 6 years 10 months 17 days | 5 years 11 months 8 days |
Expected volatility | 59% | 60% |
Expected dividend yield | 0% | 0% |
Fair value per share of common stock | $ 43.42 | $ 13.94 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Restricted Stock Unit Activity (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unvested at the beginning of the year | 1,916 | 10,170 |
Vested | (1,916) | (8,254) |
Unvested at the end of the year | 0 | 1,916 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 5,530 | $ 2,089 |
Research and Development | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 1,767 | 581 |
General and Administrative | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 3,763 | $ 1,508 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 18, 2015 | |
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance, deferred tax asset, increase | $ 25.7 | ||
State income tax expense | $ 0.1 | $ 0 | |
Employer portion of payroll tax | $ 0.3 | ||
Minimum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Percentage of change in ownership | 50% | ||
Research | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards expiration year | 2032 | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Research and development tax credits carryforwards | $ 5.8 | ||
Operating loss carryforwards | $ 88.1 | ||
Operating loss carryforwards expiration year | 2037 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Research and development tax credits carryforwards | $ 1.8 | ||
Operating loss carryforwards | $ 91.7 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of the Statutory Federal Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Federal statutory income tax rate | 21% | 21% |
State and local taxes, net of federal benefit | 8% | 6.30% |
Federal and state research and development tax credits | 4% | 3.50% |
Stock-based compensation | 1.30% | (0.40%) |
Other | (0.70%) | 0.10% |
Change in deferred tax asset valuation allowance | (33.60%) | (30.50%) |
Effective income tax rate | 0% | 0% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 24,312 | $ 18,882 |
Research and experimental expenditures | 20,598 | 7,608 |
Tax credits | 7,202 | 3,550 |
Capitalized licenses | 6,890 | 3,142 |
Accrued expenses | 1,513 | 2,416 |
Stock-based compensation | 1,234 | 565 |
Operating lease liabilities | 574 | 359 |
Total deferred tax assets | 62,323 | 36,522 |
Valuation allowance | (61,768) | (36,102) |
Total deferred tax assets, net of valuation allowance | 555 | 420 |
Deferred tax liabilities: | ||
Operating right-of-use assets | (527) | (385) |
Depreciation | (28) | (35) |
Total deferred tax liabilities | (555) | (420) |
Net deferred tax assets | $ 0 | $ 0 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to common stockholders-basic and diluted | $ (76,429) | $ (46,827) |
Weighted-average common shares outstanding-basic | 22,315,877 | 1,039,490 |
Weighted-average common shares outstanding-diluted | 22,315,877 | 1,039,490 |
Net loss per share attributable to common stockholders-basic | $ (3.42) | $ (45.05) |
Net loss per share attributable to common stockholders-diluted | $ (3.42) | $ (45.05) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share Attributable to Common Stock holders (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Unvested Restricted Common Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities | 0 | 1,916 |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities | 2,459,037 | 2,640,590 |
Employee Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities | 4,878 | 0 |
Net Loss Per Share (Additional
Net Loss Per Share (Additional Information) (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Exercise Of Pre-funded Warrants Shares | 1,229,224 | |
Shares issued upon exercise of warrants | 1,229,221 | |
Pre-funded Warrants Outstanding | 204,081 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | 1 Months Ended | 6 Months Ended | 7 Months Ended | |||
Nov. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) ft² | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Oct. 31, 2021 ft² | |
Operating Leased Assets [Line Items] | ||||||
Term of operating lease | 3 years 6 months | 5 years | ||||
Area of office space | ft² | 9,281 | 7,566 | ||||
Rent abatement of lease | $ 200 | |||||
Operating right-of-use assets | $ 200 | 1,930 | $ 1,430 | |||
Reduction in right-of-use asset | $ 100 | $ 200 | ||||
Lease liability reduction | $ 200 | |||||
Lease liability increase | $ 100 | |||||
Operating lease liabilities | $ 2,101 | |||||
Variable lease payment, terms and conditions | Variable lease payments include the Company’s allocated share of costs incurred for real estate taxes, utilities, and other operating expenses applicable to the leased premises. |
Leases - Schedule of Components
Leases - Schedule of Components of Company's Lease Expense and Other Information (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease costs | $ 422 | $ 422 |
Variable lease costs | 159 | 177 |
Total lease expense | $ 581 | $ 599 |
Leases - Schedule of Componen_2
Leases - Schedule of Components of Company's Lease Expense and Other Information (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Weighted average remaining lease term | 2 years 11 months 1 day | 3 years 10 months 28 days |
Weighted average discount rate | 10% | 5.50% |
Operating cash flows used in operating leases | $ 186 | $ 480 |
Leases - Schedule of Maturity A
Leases - Schedule of Maturity Analysis of Operating Lease Liability (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2024 | $ 845 |
2025 | 850 |
2026 | 729 |
Total minimum lease payments | 2,424 |
Less imputed interest | (323) |
Present value of lease liabilities | $ 2,101 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Related Party Transaction [Line Items] | |
Debt Instrument, Face Amount | $ 0.5 |
Short Term Bank Loans And NotesPayable Percentage | 4.50% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Mar. 21, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||
Proceeds from sale of common stock | $ 0 | $ 53,500 | ||
ATM Program [Member] | ||||
Subsequent Event [Line Items] | ||||
Sale of common stock, shares | 825,350 | 141,914 | ||
Proceeds from sale of common stock | $ 20,000 | $ 7,200 | ||
ATM Program [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Sale of common stock, shares | 234,449 | |||
Proceeds from sale of common stock | $ 15,300 |