Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 06, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Surrozen, Inc./DE | |
Entity Central Index Key | 0001824893 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-39635 | |
Entity Tax Identification Number | 30-1374889 | |
Entity Address, Address Line One | 171 Oyster Point Blvd | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | South San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94080 | |
City Area Code | 650 | |
Local Phone Number | 489-9000 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 3,198,786 | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | SRZN | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Redeemable Warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | SRZNW | |
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one-fifteenth of a share of Common Stock | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 27,290 | $ 36,043 |
Accounts receivable | 2,128 | 2,152 |
Prepaid expenses and other current assets | 2,597 | 2,937 |
Total current assets | 32,015 | 41,132 |
Property and equipment, net | 1,584 | 1,969 |
Operating lease right-of-use assets | 1,532 | 1,889 |
Restricted cash | 688 | 688 |
Other assets | 897 | 402 |
Total assets | 36,716 | 46,080 |
Current liabilities: | ||
Accounts payable | 131 | 525 |
Accrued and other liabilities | 3,485 | 4,126 |
Lease liabilities, current portion | 2,563 | 2,497 |
Total current liabilities | 6,179 | 7,148 |
Lease liabilities, noncurrent portion | 223 | 882 |
Warrant liabilities | 178 | 115 |
Total liabilities | 6,580 | 8,145 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value, 10,000 shares authorized; no shares issued and outstanding as of March 31, 2024 and December 31, 2023 | 0 | 0 |
Common stock, $0.0001 par value, 500,000 shares authorized as of March 31,2024 and December 31, 2023; 2,107 and 2,063 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 0 | 0 |
Additional paid-in-capital | 260,661 | 259,630 |
Accumulated deficit | (230,525) | (221,695) |
Total stockholders' equity | 30,136 | 37,935 |
Total liabilities and stockholders’ equity | $ 36,716 | $ 46,080 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 500,000,000 | 500,000,000 |
Common shares, shares issued | 2,107,000 | 2,063,000 |
Common shares, shares outstanding | 2,107,000 | 2,063,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating expenses: | ||
Research and development | $ 5,247 | $ 8,086 |
General and administrative | 3,883 | 5,299 |
Restructuring | 0 | 1,207 |
Total operating expenses | 9,130 | 14,592 |
Loss from operations | (9,130) | (14,592) |
Interest income | 385 | 547 |
Other expense, net | (85) | (252) |
Net loss | (8,830) | (14,297) |
Unrealized gain on marketable securities, net of tax | 0 | 191 |
Comprehensive loss | $ (8,830) | $ (14,106) |
Net loss per share attributable to common stockholders, basic | $ (4.24) | $ (7.16) |
Net loss per share attributable to common stockholders, diluted | $ (4.24) | $ (7.16) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic | 2,083 | 1,998 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted | 2,083 | 1,998 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (loss) | Accumulated Deficit |
Balance at the beginning at Dec. 31, 2022 | $ 76,001 | $ 254,895 | $ (241) | $ (178,653) | |
Balance at the beginning (in shares) at Dec. 31, 2022 | 2,006 | ||||
Repurchase of early exercised stock options, shares | (1) | ||||
Repurchase of early exercised stock options | 39 | ||||
Vesting of early exercised stock options | 13 | 13 | |||
Stock-based compensation expense | 1,129 | 1,129 | |||
Other comprehensive income | 191 | 191 | |||
Net loss | (14,297) | (14,297) | |||
Balance at the end at Mar. 31, 2023 | 63,037 | 256,037 | $ (50) | (192,950) | |
Balance at the end (in shares) at Mar. 31, 2023 | 2,005 | ||||
Balance at the beginning at Dec. 31, 2023 | 37,935 | 259,630 | (221,695) | ||
Balance at the beginning (in shares) at Dec. 31, 2023 | 2,063 | ||||
Vesting of restricted stock units | 44 | ||||
Repurchase of early exercised stock options | 0 | ||||
Vesting of early exercised stock options | 1 | 1 | |||
Stock-based compensation expense | 1,030 | 1,030 | |||
Net loss | (8,830) | (8,830) | |||
Balance at the end at Mar. 31, 2024 | $ 30,136 | $ 260,661 | $ (230,525) | ||
Balance at the end (in shares) at Mar. 31, 2024 | 2,107 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities: | ||
Net loss | $ (8,830) | $ (14,297) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 392 | 482 |
Stock-based compensation | 1,030 | 1,129 |
Non-cash operating lease expense | 357 | 301 |
Amortization of discount on marketable securities, net | 0 | (241) |
Change in fair value of warrant liabilities | 63 | 265 |
Loss on foreign currency remeasurement | 24 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 340 | 592 |
Other assets | 5 | (2) |
Accounts payable | (394) | (487) |
Accrued and other liabilities | (1,140) | (1,387) |
Operating Lease liabilities | (593) | (525) |
Net cash used in operating activities | (8,746) | (14,170) |
Investing activities: | ||
Purchases of property and equipment | (7) | (315) |
Purchases of marketable securities | 0 | (7,857) |
Proceeds from maturities of marketable securities | 0 | 25,500 |
Net cash (used in) provided by investing activities | (7) | 17,328 |
Financing activities: | ||
Repurchase of early exercised stock options | 0 | (39) |
Net cash used in financing activities | 0 | (39) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (8,753) | 3,119 |
Cash, cash equivalents and restricted cash at beginning of period | 36,731 | 25,095 |
Cash, cash equivalents and restricted cash at end of period | 27,978 | 28,214 |
Supplemental disclosure of noncash investing and financing activities: | ||
Deferred financing costs included in accrued and other liabilities | 500 | 0 |
Purchases of property and equipment included in accounts payable | 0 | 85 |
Vesting of early exercises of stock options | 1 | 13 |
Reconciliation Of Cash Cash Equivalents And Restricted Cash To Consolidated Balance Sheets Abstract | ||
Cash and cash equivalents | 27,290 | 27,809 |
Restricted cash | 688 | 405 |
Cash, cash equivalents and restricted cash | $ 27,978 | $ 28,214 |
Organization and Business
Organization and Business | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Note 1. Organization and Business Organization Surrozen, Inc., or the Company, is a clinical stage biotechnology company committed to discovering and developing drug candidates to selectively modulate the Wnt pathway, a critical mediator of tissue repair, in a broad range of organs and tissues. The Company, a Delaware corporation, is located in South San Francisco, California and it operates and manages its business in one operating segment. Surrozen Netherlands, B.V. was incorporated in May 2022 and is located in Amsterdam, Netherlands as a wholly-owned subsidiary of the Company. Liquidity The Company has incurred net losses since inception. During the three months ended March 31, 2024 and 2023, the Company incurred a net loss of $ 8.8 million and $ 14.3 million, respectively. For the three months ended March 31, 2024 and 2023, the Company used $ 8.7 million and $ 14.2 million of cash in operations, respectively. As of March 31, 2024, the Company had cash and cash equivalents of $ 27.3 million and an accumulated deficit of approximately $ 230.5 million . The Company expects operating expenses to continue to be significant in connection with its ongoing clinical study and anticipates the need to raise additional capital to continue to execute its long-range business plan. Management believes that the existing cash, cash equivalents and the gross proceeds of approximately $ 17.6 million received in April 2024 from the closing of a private placement (see Note 12), before deducting placement agent fees and other expenses, are sufficient for the Company to continue operating activities for at least the next 12 months from the date of issuance of its unaudited condensed consolidated financial statements. However, if the Company’s anticipated cash burn is greater than anticipated, the Company could use its capital resources sooner than expected which may result in the need to reduce future planned expenditures and/or raise additional capital to continue to fund the operations. Reverse Stock Split On December 13, 2023, the Company filed a certificate of amendment to its certificate of incorporation to effect a 1-for-15 reverse stock split of the issued and outstanding common stock, or the Reverse Stock Split. As a result of the Reverse Stock Split, every 15 shares of issued and outstanding common stock was converted into one issued and outstanding share of common stock, without any change in par value per share. The Reverse Stock Split affected all shares of common stock outstanding immediately prior to the effectiveness of the Reverse Stock Split, as well as the number of shares of common stock available for issuance under the equity incentive plans and employee stock purchase plan. In addition, the Reverse Stock Split effected a reduction in the number of shares of common stock issuable upon the exercise of stock options, restricted stock units and warrants outstanding immediately prior to the effectiveness of the Reverse Stock Split with a corresponding increase in the exercise price per share applicable to such stock options and warrants. No fractional shares were issued because of the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share received a cash payment in lieu thereof. All share and per share amounts in these unaudited condensed consolidated financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Split. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP, as determined by the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, and pursuant to the regulations of the U.S. Securities and Exchange Commission, or SEC. As permitted under those rules, certain notes or other financial information that are normally required by U.S. GAAP have been condensed or omitted and accordingly, the consolidated balance sheet as of December 31, 2023 has been derived from the Company’s audited consolidated financial statements at that date but does not include all of the information required by U.S. GAAP for complete consolidated financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) that are necessary for a fair presentation of the Company’s consolidated financial statements. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ended December 31, 2024 or for any other interim period or future year. The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany transactions and balances have been eliminated. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K , filed with the SEC on April 10 , 2024. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP r equires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions made in the accompanying unaudited condensed consolidated financial statements include certain accrued expenses for research and development activities. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could materially differ from those estimates. Concentration of Credit Risk Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist of cash and cash equivalents. The Company’s cash is held by financial institutions that may at times exceed federally insured limits. However, the Company’s exposure to credit risk in the event of default by the financial institution is limited to the extent of amounts recorded on the unaudited condensed consolidated balance sheets. The Company believes it is not exposed to significant credit risk on cash. The Company’s cash equivalents were held in custodial accounts maintained by third-party custodians. The Company’s policy is to invest cash in institutional money market funds with high credit quality to limit the amount of credit exposure. The Company has not experienced any losses on its cash equivalents. Revenue Recognition The Company records accounts receivable for amounts billed to the customer for which the Company has an unconditional right to consideration. The Company assesses accounts receivable for credit losses and, to date, no credit losses have been recorded. The Company has a Collaboration and License Agreement, or CLA, with Boehringer Ingelheim International GmbH, or BI, to which the Company licensed certain rights to its intellectual property that is determined within the scope of ASC 606. The terms of the CLA include payments to the Company of a non-refundable upfront payment, development, regulatory and commercial milestone payments and royalties on net sales of licensed products. The Company determined that the Company’s intellectual property granted to BI represented one performance obligation for the purposes of conducting the partnership research and further development on SZN-413. The transaction price was determined to be the non-refundable upfront payment. Variable consideration related to future milestones was fully constrained because the Company cannot conclude that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur, given the inherent uncertainty of success with these future milestones. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. The Company will recognize sales-based royalties as revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalties that have been allocated have been satisfied (or partially satisfied). Net Loss Per Share Basic net loss per share is calculated by dividing the net loss attributable to common stock by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive securities. Since the Company was in a loss position for the periods presented, basic net loss per share is the same as diluted net loss per share as the effects of the potentially dilutive securities are antidilutive. The following table presents the potential shares of common stock outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive (in thousands): March 31, 2024 2023 Common stock issuable upon exercise of stock options 310 342 Unvested restricted stock awards 3 6 Unvested restricted stock units 44 — Unvested common stock subject to repurchase — 1 Common stock issuable upon exercise of warrants 5,907 5,907 Total 6,264 6,256 Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40). This standard eliminates the beneficial conversion and cash conversion accounting models for convertible instruments, amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions, and modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted earning per share calculation. The standard is effective for annual periods beginning after December 15, 2023 for smaller reporting companies, and interim periods within those reporting periods. The Company adopted this standard effective January 1, 2024, using a modified retrospective method. The adoption of the standard did not have a material impact on the Company's unaudited condensed consolidated financial statements and related disclosures. In December 2023, the FASB issued Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The standard requires entities to disclose additional categories about federal, state and foreign income taxes in the effective tax rate reconciliation as well as provide annual income taxes paid disaggregated by federal, state and foreign taxes. The standard is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact of adopting this standard on its unaudited condensed consolidated financial statements and related disclosures. In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The standard improves reportable segment disclosure requirements through enhanced disclosures about significant segment expenses and information used to assess segment performance. All disclosure requirements of the update are required for entities with a single reportable segment. The standard is effective for annual periods beginning after December 15, 2023, and interim periods beginning thereafter. Early adoption is permitted and requires retrospective application to all prior periods presented in the financial statements. The Company is evaluating the impact of adopting this standard on its unaudited condensed consolidated financial statements and related disclosures . |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 3. Fair Value Measurement The following tables summarize the Company’s financial assets and liabilities that are measured at fair value on a recurring basis (in thousands): As of March 31, 2024 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 22,397 $ — $ — $ 22,397 Total financial assets measured at fair value $ 22,397 $ — $ — $ 22,397 Liabilities (2) : Public Warrants $ 82 $ — $ — $ 82 PIPE Warrants — 96 — 96 Total financial liabilities measured at fair value $ 82 $ 96 $ — $ 178 As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 33,014 $ — $ — $ 33,014 Total financial assets measured at fair value $ 33,014 $ — $ — $ 33,014 Liabilities (2) : Public Warrants $ 53 $ — $ — $ 53 PIPE Warrants — 62 — 62 Total financial liabilities measured at fair value $ 53 $ 62 $ — $ 115 (1) I ncluded in cash and cash equivalents on the condensed consolidated balance sheet. (2) See Note 10. There were no changes to the valuation methods utilized and there were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the three months ended March 31, 2024. The Public Warrants are classified as Level 1 due to the use of an observable market quote in an active market. The PIPE Warrants are classified as Level 2 due to the use of observable market data for identical or similar liabilities. The fair value of each PIPE Warrant is determined to be consistent with that of a Public Warrant because the PIPE Warrants are also subject to the make-whole redemption feature, which allows the Company to redeem both types of warrants on similar terms. Assets that are Measured at Fair Value on a Nonrecurring Basis The Company’s non-financial assets such as property and equipment and operating lease right-of-use assets, are adjusted to fair value on a nonrecurring basis when an impairment has occurred. As of December 31, 2023, the Company identified an indicator of impairme nt of its long-lived assets due to a sustained decline in the trading price of the Company’s common stock over the preceding year, resulting in the Company’s market capitalization being below its net asset value. The Company concluded that the carrying value of its long-lived assets was not recoverable and recognized an impairment loss of $ 0.2 million during the fourth quarter of 2023 based on the fair value of the individual assets. To determine the fair value of the individual assets, the Company utilized the discounted cash flow method of the income approach based on market participant assumptions with Level 3 inputs. These represent a Level 3 nonrecurring fair value measurement. Calculating the fair value of the assets involves significant estimates and assumptions. These estimates and assumptions include, among others, projected future cash flows, risk-adjusted discount rates and market conditions. Changes in the factors and assumptions used could materially affect the amount of impairment loss recognized in the period the asset was considered impaired. The Company is not aware of any identified events or changes in circumstances that would have a significant adverse effect on the carrying value of its long-lived assets for the three months ended March 31, 2024. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2024 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Note 4. Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, 2024 2023 Prepaid research and development expenses $ 784 $ 1,751 Prepaid insurance 418 606 Other 1,395 580 Prepaid expenses and other current assets $ 2,597 $ 2,937 Accrued and Other Liabilities Accrued and other liabilities consist of the following (in thousands): March 31, December 31, 2024 2023 Accrued payroll and related expenses $ 1,489 $ 2,508 Accrued research and development expenses 1,162 1,261 Accrued professional service fees 679 65 Other 155 292 Accrued and other liabilities $ 3,485 $ 4,126 |
Collaboration and License Agree
Collaboration and License Agreements | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Collaboration and License Agreements | Note 5. Collaboration and License Agreements Collaboration and License Agreement with Boehringer Ingelheim International GmbH In October 2022, the Company executed the CLA with BI to research, develop and commercialize Fzd4 bi-specific antibodies designed using the Company’s SWAP technology, including SZN-413. The Company and BI are conducting partnership research focused on SZN-413 during a one-year period, which BI extended for an additional six-month period. The Company granted BI an exclusive, royalty-bearing, worldwide, sublicensable license, under the applicable patents and know-how, to develop, manufacture and commercialize, for all uses, one lead and two back-up Fzd4 bi-specific antibodies selected by BI. After an initial period of joint research, BI shall be responsible for all further research, preclinical and clinical development, manufacturing, regulatory approvals, and commercialization of licensed products at its expense. Unless terminated earlier, the CLA will remain effective, on a country-by-country and product-by-product basis, until the expiration of BI's royalty obligations. BI has the right to terminate the CLA for any reason after a specified notice period. Each party has the right to terminate the CLA on account of the other party’s bankruptcy or material, uncured breach. Under the terms of the CLA, BI agreed to pay a non-refundable upfront payment of $ 12.5 million less any applicable withholding tax, success-based milestone payments up to a total of $ 587.0 million and mid-single digit to low-double digit royalties on net sales of the licensed products should any reach commercialization. The royalty payments will be subject to reduction due to patent expiration, generic competition and payments made under certain licenses for third-party intellectual property. The Company received $ 10.5 million of the upfront payment from BI in November 2022. The associated withholding tax of $ 2.1 million is expected to be refunded to the Company in 2024 and recognized as accounts receivable on the condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023. The Company determined that the CLA is within the scope of ASC 606. The Company evaluated the promised goods and services and determined that the license to the Company’s intellectual property granted to BI represented one performance obligation for the purposes of conducting the partnership research and further development on SZN-413. The transaction price was determined to be $ 12.5 million, which is the non-refundable upfront payment. Variable consideration related to future milestones was fully constrained because the Company cannot conclude that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur, given the inherent uncertainty of success with these future milestones. For sales-based royalties, the Company determined that the license is the predominant item to which the royalties relate to. Accordingly, the Company will recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all the royalty has been allocated has been satisfied (or partially satisfied). The Company will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. |
License Agreements
License Agreements | 3 Months Ended |
Mar. 31, 2024 | |
License Agreements [Abstract] | |
License Agreements | Note 6. License Agreements Stanford License Agreements In March 2016, the Company entered into a license agreement with Stanford University , or the 2016 Stanford Agreement, which was amended in July 2016, October 2016 and January 2021, pursuant to which the Company obtained from Stanford a worldwide, exclusive, sublicensable license under certain patents, rights, or licensed patents and technology related to its engineered Wnt surrogate molecules to make, use, import, offer to sell and sell products that are claimed by the licensed patents or that use or incorporate such technology, or licensed products, for the treatment, diagnosis and prevention of human and veterinary diseases. The Company agreed to pay Stanford (i) nominal annual license maintenance fees which are creditable against earned royalties owed to Stanford for the same year, (ii) an aggregate of up to $ 0.9 million for the achievement of specified development and regulatory milestones, and (iii) an aggregate of up to $ 5.0 million for achievement of specified sales milestones. Stanford is also entitled to receive royalties from the Company equal to a very low single digit percentage of the Company’s and its sublicensees’ net sales of licensed products that are covered by a valid claim of a licensed patent. Additionally, the Company agreed to pay Stanford a sub-teen double digit percentage of certain consideration the Company receives as a result of granting sublicenses to the licensed patents. However, the Company and Stanford may be able to negotiate a lower non-royalty sublicense percentage based on then-current value of the licensed patents for each sublicense product. If the Company is acquired, it agreed to pay a one-time change of control fee in the low six figures. Stanford retains the right under the 2016 Stanford Agreement, on behalf of itself, Stanford Hospital and Clinics, the University of Washington and all other non-profit research institutions, to practice the licensed patents and technology for any non-profit purpose. The licensed patents and technology are additionally subject to a non-exclusive, irrevocable, worldwide license held by the Howard Hughes Medical Institute to practice the licensed patents and technology for its research purposes, but with no right to assign or sublicense. In June 2018, the Company entered into another license agreement with Stanford, or the 2018 Stanford Agreement, pursuant to which the Company obtained from Stanford a worldwide, exclusive, sublicensable license under certain patent rights related to its surrogate R-spondin proteins, or the licensed patents, to make, use, import, offer to sell and sell products that are claimed by the licensed patents, or licensed products, for the treatment, diagnosis and prevention of human and veterinary diseases, or the exclusive field. Additionally, Stanford granted the Company a worldwide, non-exclusive, sublicensable license under the licensed patents to make and use licensed products for research and development purposes in furtherance of the exclusive field and a worldwide, non-exclusive license to make, use and import, but not to offer to sell or sell licensed products in any other field of use. The Company agreed to pay Stanford an aggregate of up to $ 0.4 million for the achievement of specified development and regulatory milestones. Stanford is also entitled to receive royalties from the Company equal to a sub-single digit percentage of the Company’s and its sublicensees’ net sales of licensed products. Additionally, Stanford is entitled to receive a one-time payment in the low six figures for each sublicense of the licensed patents that the Company grants to a third party and, if the Company is acquired, a one-time nominal change of control fee. For the three months ended March 31, 2024 and 2023, the Company incurred de minimis research and development expenses under the Stanford agreements. No milestones have been achieved as of March 31, 2024. UCSF License and Option Agreements In September and October 2016, the Company entered into two separate license and option agreements with The Regents of the University of California, or the UCSF Agreements, pursuant to which the Company obtained exclusive licenses from UCSF for internal research and antibody discovery purposes and an option to negotiate with UCSF to obtain an exclusive license under UCSF’s rights in the applicable library to make, use, sell, offer for sale and import products incorporating antibodies identified or resulting from the Company’s use of such library, or licensed products. In January 2020, the Company amended and restated the UCSF Agreements to provide non-exclusive licenses to make and use a certain human Fab naïve phage display library and to make and use a certain phage display llama VHH single domain antibody library for internal research and antibody discovery purposes and an option to negotiate with UCSF to obtain a non-exclusive commercial license under UCSF’s rights in the applicable library to make, use, sell, offer for sale and import products incorporating antibodies identified or resulting from the Company’s use of such library, or licensed products. In March 2022, the Company exercised the option under the UCSF Agreements and entered into a non-exclusive commercial license agreement to make and use licensed products derived from the phage display llama VHH single domain antibody library. Under the commercial license agreement, the Company paid UCSF a nominal license issue fee and agreed to pay a nominal annual license maintenance fee, five- to six-digit payments per licensed product upon achievement of a regulatory milestone, nominal minimum annual royalties, and earned royalties equal to a sub-single digit percentage of the Company’s and the Company’s sublicensees’ net sales of licensed products. For the three months ended March 31, 2024 and 2023 the Company incurred de minimis research and development expenses under the UCSF Agreements and the commercial license agreement. No milestones have been achieved as of March 31, 2024. Distributed Bio Subscription Agreement In September 2016, the Company entered into, and in January 2019, the Company amended, an antibody library subscription agreement with Charles River Laboratories International, Inc., formerly known as Distributed Bio, Inc., or the Distributed Bio Agreement, in which the Company obtained from Distributed Bio a non-exclusive license to use Distributed Bio’s antibody library to identify antibodies directed to an unlimited number of the Company’s proprietary targets and to make, use, sell, offer for sale, import and exploit products incorporating the antibodies that the Company identifies, or licensed products. The Company agreed to pay Distributed Bio an annual fee in the low six figures after the first three years. Additionally, the Company agreed to pay Distributed Bio an aggregate of $ 5.9 million for each licensed product that achieves specified development, regulatory and commercial milestones and royalties equal to a very low single digit percentage of the Company’s and its sublicensees’ net sales of licensed products. The Company’s obligation to pay royalties will end for each licensed product ten years after its first commercial sale. In September 2023, the Company amended the Distributed Bio Agreement to cease its use of Distributed Bio’s antibody library and terminate the Company’s obligation to pay the respective annual fee. The obligations to make milestone and royalty payments for use of each licensed product remain in full force and effect. For the three months ended March 31, 2024 and 2023, the Company incurred zero and $ 0.1 million of research and development expenses under the Distributed Bio Agreement, respectively. The Company achieved a milestone with regard to the initiation of the Phase 1 clinical trial for SZN-1326 in May 2022. |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring Reserve [Abstract] | |
Restructuring and Related | Note 7. Restructuring In January 2023, the Company implemented a restructuring plan approved by the board of directors to prioritize and focus its resources on key clinical and discovery programs. The plan included a reduction of the Company’s overall workforce by approximately 25 % in the first quarter of 2023. In connection with the workforce reduction, the Company incurred one-time restructuring charges, including employee severance and other termination benefits, of approximately $ 1.2 million in the first quarter of 2023 . In July 2023, the Company implemented a restructuring plan approved by the board of directors to further reduce its overall workforce by approximately 38 % to better align its workforce with the business needs and focus more of its capital resources on its clinical stage programs. The Company completed the workforce reduction in 2023 and incurred one-time restructuring charges, including employee severance and other termination benefits, of approximately $ 1.6 million to be recognized ratably over the requisite service period in 2023. The outstanding restructuring liabilities are included in accrued and other liabilities on the condensed consolidated balance sheet. The following tables summarize activity during the three months ended March 31, 2024 and 2023 (in thousands): Employee Severance and Other Benefits Balance, December 31, 2023 $ 74 Cash payments ( 44 ) Personnel adjustments ( 30 ) Balance, March 31, 2024 $ — Employee Severance and Other Benefits Balance, December 31, 2022 $ — Restructuring charges 1,207 Cash payments ( 726 ) Balance, March 31, 2023 $ 481 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies Lease Agreement In August 2016, the Company entered into a lease agreement for office and lab space, which consists of approximately 32,813 square feet of rental space in South San Francisco, California. The office space lease is classified as an operating lease. The initial lease term commenced in May 2017 and ends in April 2025, with rent payments escalating each year. The Company has options to extend the lease for additional years, but the exercise of the option was not reasonably certain. In connection with the lease, the Company maintains a letter of credit for the benefit of the landlord in the amount of $ 0.4 million, which is recorded as restricted cash in the condensed consolidated balance sheets. The operating lease expense for each of the three months ended March 31, 2024 and 2023 was $ 0.4 million. Aggregate future minimum rental payments under the operating leases as of March 31, 2024, were as follows (in thousands): Remaining nine months ending December 31, 2024 $ 2,014 Year ending December 31, 2025 891 Total lease payments 2,905 Less: Imputed interest ( 119 ) Operating lease liabilities $ 2,786 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 9. Stockholders’ Equity Equity Purchase Agreement In February 2022, the Company entered into a purchase agreement with Lincoln Park Capital Fund, LLC, or Lincoln Park, or the Equity Purchase Agreement, pursuant to which Lincoln Park is obligated to purchase up to $ 50.0 million shares of the Company’s common stock. Upon execution of the Equity Purchase Agreement, the Company issued nominal shares of common stock to Lincoln Park with the fair value of $ 0.3 million as consideration for Lincoln Park’s commitment to purchase the Company’s common stock. In the event that the Company sells an aggregate of $ 30.0 million shares of its common stock under the Equity Purchase Agreement, the Company shall pay an additional commitment fee of $ 0.1 million in cash to Lincoln Park. As of March 31, 2024 , the Company has no t sold any shares of common stock under the Equity Purchase Agreement. At-the-Market Sales Agreement In December 2022, the Company entered into a sales agreement with Guggenheim Securities, LLC to issue and sell up to $ 23.0 million shares of the Company’s common stock, or the 2022 ATM. The compensation payable to Guggenheim is equal to 3.0 % of the gross sales price of any shares sold through it pursuant to the sales agreement. As of March 31, 2024 , the Company has no t sold any shares of common stock under the 2022 ATM. |
Common Stock Warrants
Common Stock Warrants | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Common Stock Warrants | Note 10. Common Stock Warrants The following table sets forth the common stock warrants outstanding as of March 31, 2024 and December 31, 2023 (in thousands, except exercise price per warrant): Type Classification Expiration Date Exercise Price per Share March 31, 2024 December 31, 2023 Public Warrants Liability August 12, 2026 $ 172.50 2,733 2,733 PIPE Warrants Liability August 12, 2026 172.50 3,174 3,174 Total 5,907 5,907 Public Warrants Given the effect of the Reverse Stock Split as described in Note 1, every 15 shares of common stock that may be purchased pursuant to the Company’s outstanding warrants immediately prior to the Reverse Stock Split represents 1 share of common stock that may be purchased pursuant to such warrants immediately following the Reverse Stock Split at a price of $ 172.50 per share, at any time commencing on November 23, 2021 and terminating at the earlier of August 12, 2026 or upon redemption or liquidation. The exercise price and number of shares issuable upon exercise of the Public Warrants may be adjusted in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. The Company would not be obligated to deliver any shares of common stock pursuant to the exercise of a Public Warrant and would have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the common stock underlying the Public Warrants is then effective. If the Company fails to have maintained an effective registration statement, the Public Warrant holders have the right to exercise the Public Warrants on a cashless basis until such time as there is an effective registration statement. The Company may redeem the outstanding Public Warrants at a price of $ 0.01 per warrant if the closing price of common stock equals or exceeds $ 270.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and similar transaction). Additionally, the Company may redeem the outstanding Public Warrants at a price of $ 0.10 per warrant if the closing price of common stock equals or exceeds $ 150.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and similar transaction). Notice of redemption shall be mailed to the Public Warrant holders no less than 30 days prior to the redemption date, or the Redemption Period. If the closing price of common stock equals or exceeds $ 150.00 per share and is less than $ 270.00 per share, during the Redemption Period, the Public Warrant holders may elect to exercise their Public Warrants on a cashless basis based on a make-whole table. In no event will the Company be required to net cash settle the Public Warrants. The Public Warrant holders do not have the rights or privileges of common stockholders and any voting rights until they exercise their Public Warrants and receive common stock. PIPE Warrants At March 31, 2024, the PIPE Warrants are the same in all respects as the Public Warrants. On March 31, 2023, the Company entered into an amended and restated warrant agreement with Continental Stock Transfer & Trust Company as warrant agent, or the PIPE Warrant Agreement. PIPE Warrants may be converted into Public Warrants on transfer pursuant to the terms of the PIPE Warrant Agreement. As of March 31, 2024 , no PIPE Warrants were converted into Public Warrants. Classification The Public Warrants and PIPE Warrants are not considered indexed to the Company’s common stock as certain provisions of the warrant agreements could change the settlement amount of these warrants. As a result, they were classified as liabilities and recorded at fair value with subsequent change in their respective fair value recognized in other expense, net within the unaudited condensed consolidated statements of operations and comprehensive loss. |
Stock Based Compensation Plan
Stock Based Compensation Plan | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation Plan | Note 11. Stock-Based Compensation Plans The Company maintains the 2021 Equity Incentive Plan, or the 2021 Plan, which provides for the granting of stock awards to employees, directors and consultants. Options granted under the 2021 Plan may be either incentive stock options or nonqualified stock options. Options granted under the 2021 Plan expire no later than 10 years from the date of grant. Options and restricted stock awards, or RSAs, under the 2021 Plan generally vest over four years. Restricted stock units, or RSUs, granted under the 2021 Plan generally vest in one year. As of March 31, 2024, there were 0.4 million shares of common stock available for issuance under the 2021 Plan. The Company maintains the 2021 Employee Stock Purchase Plan, or the ESPP, which allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15 % of their eligible compensation, subject to plan limitations. An offering period under the ESPP consists of four six-month purchase periods, unless otherwise determined by the Company. The eligible employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the purchase day . As of March 31, 2024, there were 35,000 shares of common stock available for issuance under the ESPP. During the three months ended March 31, 2024, no sh ares were issued under the ESPP. Stock Options A summary of stock option activity is set forth below (shares in thousands): Options Outstanding Weighted Average Aggregate Average Remaining Intrinsic Number of Exercise Contractual Life Value Options Price (In years) (In thousands) Outstanding – December 31, 2023 311 $ 27.70 7.99 Granted — 7.89 Forfeited — 25.02 Expired ( 1 ) 33.32 Outstanding – March 31, 2024 310 27.69 7.75 $ 310 Exercisable – March 31, 2024 179 $ 28.59 7.27 293 The aggregate intrinsic value of options outstanding and exercisable are the difference between the exercise price of the options and the fair value of the Company’s common stock at March 31, 2024. During the three months ended March 31, 2024 and 2023, the Company granted options with a weighted-average grant-date fair value of $ 6.00 and $ 9.90 pe r share. No options were exercised during the three months ended March 31, 2024 and 2023. The fair value of options is estimated at the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions: Three Months Ended March 31, 2024 2023 Expected term (in years) 6.02 5.89 Expected volatility 89.83 % 85.82 % Risk-free rate 4.00 % 3.93 % Dividend yield — — Restricted Stock Awards The following table summarizes the Company’s RSAs activity (shares in thousands): Weighted Average Number of Grant Date Shares Fair Value RSAs, unvested at December 31, 2023 4 $ 146.92 Vested ( 1 ) 145.23 RSAs, unvested at March 31, 2024 3 147.38 The fair value of RSAs vested during the three months ended March 31, 2024 and 2023 was de minimis. Restricted Stock Units The following table summarizes the Company’s RSUs activity (shares in thousands): Weighted Average Number of Grant Date Shares Fair Value RSUs, unvested at December 31, 2023 90 $ 7.73 Vested ( 44 ) 7.73 Cancelled ( 2 ) 7.73 RSUs, unvested at March 31, 2024 44 $ 7.73 The fair value of RSUs vested during the three months ended March 31, 2024 was $ 0.4 million. Stock-Based Compensation Total stock-based compensation expense recorded in the unaudited condensed consolidated statements of operations and comprehensive loss was as follows (in thousands): Three Months Ended March 31, 2024 2023 Research and development $ 298 $ 343 General and administrative 732 786 Total stock-based compensation expense $ 1,030 $ 1,129 As of March 31, 2024, there was approximately $ 4.5 million of stock-based compensation expense to be recognized over a weighted-average period of approximately 1.49 years. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12. Subsequent Event Private Placement In April 2024, the Company entered into a securities purchase agreement with certain institutional investors (the “Investors”) and management whereby the Company issued and sold in a private placement : (i) shares of common stock, (ii) pre-funded warrants to purchase shares of common stock, and (iii) warrants to purchase shares of common stock. Pursuant to the agreement, the Company issued and sold to the Investors 1.1 million shares of common stock and pre-funded warrants to purchase up to 40,000 shares of common stock, at a purchase price of $ 15.50 and $ 15.4999 , respectively, for aggregate gross proceeds of $ 17.5 million, before deducting placement agent fees and other expenses. Each pre-funded warrant has an exercise price of $ 0.0001 per share, is exercisable immediately and will not expire until exercised in full. The purchase price per share and per pre-funded warrant includes $ 1.25 for the following accompanying common stock warrants: • Series A common stock warrants to purchase up to 1.1 million shares of common stock with an exercise price of $ 15.50 per share, for aggregate gross proceeds of up to approximately $ 17.5 million, exercisable immediately upon issuance for five years. • Series B common stock warrants to purchase up to 1.2 million shares of common stock with an exercise price of $ 14.25 per share, for aggregate gross proceeds of up to approximately $ 17.5 million, exercisable immediately upon issuance until the fifth trading day following the Company’s announcement that (i) it has completed the enrollment of at least 15 patients with a 30-day mortality rate less than 30% in the Company’s SZN-043 Phase 1b clinical trial for the treatment of severe alcohol-associated hepatitis, with no recommended changes by the safety review committee to the study design, including changes related to dose or schedule, and (ii) safety review committee approval for the Company to advance to a higher dose cohort. • Series C common stock warrants to purchase up to 4.4 million shares of common stock with an exercise price of $ 16.00 per share, for aggregate gross proceeds of up to approximately $ 70 million, exercisable for 30 days following the Company’s announcement of final data from the SZN-043 phase 1b clinical trial for the treatment of severe alcohol-associated hepatitis. The Series C common stock warrants will also become exercisable in the event of a fundamental transaction. • Series D common stock warrants to purchase up to 4.4 million shares of common stock with an exercise price of $ 16.00 per share, for aggregate gross proceeds of up to approximately $ 70 million, exercisable for 30 days following the Company’s announcement of the enrollment of at least 50 patients in the SZN-043 Phase 2/3 clinical trial for the treatment of severe alcohol-associated hepatitis. The Series D common stock warrants will also become exercisable in the event of a fundamental transaction. Additionally, the Company issued and sold to members of management an additional 2,948 shares of common stock at a purchase price of $ 16.96 per share for aggregate gross proceeds of $ 0.1 million. The purchase price per share includes $ 1.25 for the following accompanying common stock warrants: • Series A common stock warrants to purchase up to 2,948 shares of common stock with an exercise price of $ 16.96 per share. • Series B common stock warrants to purchase up to 3,206 shares of common stock with an exercise price of $ 15.71 per share. • Series C common stock warrants to purchase up to 11,424 shares of common stock with an exercise purchase price of $ 16.00 per share. • Series D common stock warrants to purchase up to 11,424 shares of common stock with an exercise price of $ 16.00 per share. Sublease In April 2024, the Company entered into a related party transaction with Nura Bio, Inc. to sublease approximately 6,102 square feet of the Company’s office and laboratory space in South San Francisco, California. The sublease term is on a month-to-month basis and the monthly base rent is approximately $ 35,000 , escalating at 3 % per annum. Nura Bio, Inc. is also responsible for its share of real estate taxes, utilities and other operating expenses applicable to the subleased space. Please see “ Part II, Item 5 – Other Information ” for a further discussion of the sublease. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP, as determined by the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, and pursuant to the regulations of the U.S. Securities and Exchange Commission, or SEC. As permitted under those rules, certain notes or other financial information that are normally required by U.S. GAAP have been condensed or omitted and accordingly, the consolidated balance sheet as of December 31, 2023 has been derived from the Company’s audited consolidated financial statements at that date but does not include all of the information required by U.S. GAAP for complete consolidated financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) that are necessary for a fair presentation of the Company’s consolidated financial statements. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ended December 31, 2024 or for any other interim period or future year. The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany transactions and balances have been eliminated. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K , filed with the SEC on April 10 , 2024. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP r equires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions made in the accompanying unaudited condensed consolidated financial statements include certain accrued expenses for research and development activities. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could materially differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist of cash and cash equivalents. The Company’s cash is held by financial institutions that may at times exceed federally insured limits. However, the Company’s exposure to credit risk in the event of default by the financial institution is limited to the extent of amounts recorded on the unaudited condensed consolidated balance sheets. The Company believes it is not exposed to significant credit risk on cash. The Company’s cash equivalents were held in custodial accounts maintained by third-party custodians. The Company’s policy is to invest cash in institutional money market funds with high credit quality to limit the amount of credit exposure. The Company has not experienced any losses on its cash equivalents. |
Revenue Recognition | Revenue Recognition The Company records accounts receivable for amounts billed to the customer for which the Company has an unconditional right to consideration. The Company assesses accounts receivable for credit losses and, to date, no credit losses have been recorded. The Company has a Collaboration and License Agreement, or CLA, with Boehringer Ingelheim International GmbH, or BI, to which the Company licensed certain rights to its intellectual property that is determined within the scope of ASC 606. The terms of the CLA include payments to the Company of a non-refundable upfront payment, development, regulatory and commercial milestone payments and royalties on net sales of licensed products. The Company determined that the Company’s intellectual property granted to BI represented one performance obligation for the purposes of conducting the partnership research and further development on SZN-413. The transaction price was determined to be the non-refundable upfront payment. Variable consideration related to future milestones was fully constrained because the Company cannot conclude that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur, given the inherent uncertainty of success with these future milestones. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. The Company will recognize sales-based royalties as revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalties that have been allocated have been satisfied (or partially satisfied). |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing the net loss attributable to common stock by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive securities. Since the Company was in a loss position for the periods presented, basic net loss per share is the same as diluted net loss per share as the effects of the potentially dilutive securities are antidilutive. The following table presents the potential shares of common stock outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive (in thousands): March 31, 2024 2023 Common stock issuable upon exercise of stock options 310 342 Unvested restricted stock awards 3 6 Unvested restricted stock units 44 — Unvested common stock subject to repurchase — 1 Common stock issuable upon exercise of warrants 5,907 5,907 Total 6,264 6,256 |
Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40). This standard eliminates the beneficial conversion and cash conversion accounting models for convertible instruments, amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions, and modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted earning per share calculation. The standard is effective for annual periods beginning after December 15, 2023 for smaller reporting companies, and interim periods within those reporting periods. The Company adopted this standard effective January 1, 2024, using a modified retrospective method. The adoption of the standard did not have a material impact on the Company's unaudited condensed consolidated financial statements and related disclosures. In December 2023, the FASB issued Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The standard requires entities to disclose additional categories about federal, state and foreign income taxes in the effective tax rate reconciliation as well as provide annual income taxes paid disaggregated by federal, state and foreign taxes. The standard is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact of adopting this standard on its unaudited condensed consolidated financial statements and related disclosures. In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The standard improves reportable segment disclosure requirements through enhanced disclosures about significant segment expenses and information used to assess segment performance. All disclosure requirements of the update are required for entities with a single reportable segment. The standard is effective for annual periods beginning after December 15, 2023, and interim periods beginning thereafter. Early adoption is permitted and requires retrospective application to all prior periods presented in the financial statements. The Company is evaluating the impact of adopting this standard on its unaudited condensed consolidated financial statements and related disclosures |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the potential shares of common stock outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive (in thousands): March 31, 2024 2023 Common stock issuable upon exercise of stock options 310 342 Unvested restricted stock awards 3 6 Unvested restricted stock units 44 — Unvested common stock subject to repurchase — 1 Common stock issuable upon exercise of warrants 5,907 5,907 Total 6,264 6,256 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables summarize the Company’s financial assets and liabilities that are measured at fair value on a recurring basis (in thousands): As of March 31, 2024 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 22,397 $ — $ — $ 22,397 Total financial assets measured at fair value $ 22,397 $ — $ — $ 22,397 Liabilities (2) : Public Warrants $ 82 $ — $ — $ 82 PIPE Warrants — 96 — 96 Total financial liabilities measured at fair value $ 82 $ 96 $ — $ 178 As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 33,014 $ — $ — $ 33,014 Total financial assets measured at fair value $ 33,014 $ — $ — $ 33,014 Liabilities (2) : Public Warrants $ 53 $ — $ — $ 53 PIPE Warrants — 62 — 62 Total financial liabilities measured at fair value $ 53 $ 62 $ — $ 115 (1) I ncluded in cash and cash equivalents on the condensed consolidated balance sheet. (2) See Note 10. |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Prepaid Expense and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, 2024 2023 Prepaid research and development expenses $ 784 $ 1,751 Prepaid insurance 418 606 Other 1,395 580 Prepaid expenses and other current assets $ 2,597 $ 2,937 |
Schedule of Accrued Liabilities | Accrued and other liabilities consist of the following (in thousands): March 31, December 31, 2024 2023 Accrued payroll and related expenses $ 1,489 $ 2,508 Accrued research and development expenses 1,162 1,261 Accrued professional service fees 679 65 Other 155 292 Accrued and other liabilities $ 3,485 $ 4,126 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring Reserve [Abstract] | |
ScheduleOfRestructuringAndRelatedCosts | The outstanding restructuring liabilities are included in accrued and other liabilities on the condensed consolidated balance sheet. The following tables summarize activity during the three months ended March 31, 2024 and 2023 (in thousands): Employee Severance and Other Benefits Balance, December 31, 2023 $ 74 Cash payments ( 44 ) Personnel adjustments ( 30 ) Balance, March 31, 2024 $ — Employee Severance and Other Benefits Balance, December 31, 2022 $ — Restructuring charges 1,207 Cash payments ( 726 ) Balance, March 31, 2023 $ 481 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Lessee, Operating Lease, Liability, Maturity | Aggregate future minimum rental payments under the operating leases as of March 31, 2024, were as follows (in thousands): Remaining nine months ending December 31, 2024 $ 2,014 Year ending December 31, 2025 891 Total lease payments 2,905 Less: Imputed interest ( 119 ) Operating lease liabilities $ 2,786 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Common Stock Warrants Outstanding | The following table sets forth the common stock warrants outstanding as of March 31, 2024 and December 31, 2023 (in thousands, except exercise price per warrant): Type Classification Expiration Date Exercise Price per Share March 31, 2024 December 31, 2023 Public Warrants Liability August 12, 2026 $ 172.50 2,733 2,733 PIPE Warrants Liability August 12, 2026 172.50 3,174 3,174 Total 5,907 5,907 |
Stock Based Compensation Plan (
Stock Based Compensation Plan (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity is set forth below (shares in thousands): Options Outstanding Weighted Average Aggregate Average Remaining Intrinsic Number of Exercise Contractual Life Value Options Price (In years) (In thousands) Outstanding – December 31, 2023 311 $ 27.70 7.99 Granted — 7.89 Forfeited — 25.02 Expired ( 1 ) 33.32 Outstanding – March 31, 2024 310 27.69 7.75 $ 310 Exercisable – March 31, 2024 179 $ 28.59 7.27 293 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of options is estimated at the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions: Three Months Ended March 31, 2024 2023 Expected term (in years) 6.02 5.89 Expected volatility 89.83 % 85.82 % Risk-free rate 4.00 % 3.93 % Dividend yield — — |
Summary of RSA Activity | The following table summarizes the Company’s RSAs activity (shares in thousands): Weighted Average Number of Grant Date Shares Fair Value RSAs, unvested at December 31, 2023 4 $ 146.92 Vested ( 1 ) 145.23 RSAs, unvested at March 31, 2024 3 147.38 |
Summary of RSU Activity | The following table summarizes the Company’s RSUs activity (shares in thousands): Weighted Average Number of Grant Date Shares Fair Value RSUs, unvested at December 31, 2023 90 $ 7.73 Vested ( 44 ) 7.73 Cancelled ( 2 ) 7.73 RSUs, unvested at March 31, 2024 44 $ 7.73 |
Schedule of Stock-Based Compensation Expense | Total stock-based compensation expense recorded in the unaudited condensed consolidated statements of operations and comprehensive loss was as follows (in thousands): Three Months Ended March 31, 2024 2023 Research and development $ 298 $ 343 General and administrative 732 786 Total stock-based compensation expense $ 1,030 $ 1,129 |
Organization and Business - Add
Organization and Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Apr. 30, 2024 | Dec. 31, 2023 | |
Subsidiary Sale Of Stock [Line Items] | ||||
Common stock warrants exercise price per share | $ 172.5 | |||
Cash, cash equivalents and marketable securities | $ 27,300 | |||
Net Income (Loss) | (8,830) | $ (14,297) | ||
Loss from operations | (9,130) | (14,592) | ||
Net cash used in Operation | (8,746) | (14,170) | ||
Accumulated deficit | (230,525) | $ (221,695) | ||
Cash and Cash Equivalents, at Carrying Value | $ 27,290 | $ 27,809 | $ 36,043 | |
Stockholders' Equity, Reverse Stock Split | On December 13, 2023, the Company filed a certificate of amendment to its certificate of incorporation to effect a 1-for-15 reverse stock split of the issued and outstanding common stock, or the Reverse Stock Split. As a result of the Reverse Stock Split, every 15 shares of issued and outstanding common stock was converted into one issued and outstanding share of common stock, without any change in par value per share. | |||
Private Placement | Subsequent Event [Member] | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Cash and Cash Equivalents, at Carrying Value | $ 17,600 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 6,264,000 | 6,256,000 |
Common stock issuable upon exercise of stock options [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 310,000 | 342,000 |
Unvested restricted stock awards [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 3,000 | 6,000 |
RSU [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 44,000 | 0 |
Unvested common stock subject to repurchase [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 0 | 1,000 |
Common stock issuable upon exercise of warrants [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 5,907,000 | 5,907,000 |
Recapitalization - Additional I
Recapitalization - Additional Information (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
Subsidiary Sale Of Stock [Line Items] | ||
Common shares, shares outstanding | 2,107,000 | 2,063,000 |
Common shares, shares issued | 2,107,000 | 2,063,000 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Assets: | |||
Assets | $ 22,397 | $ 33,014 | |
Liabilities: | |||
Liabilities | [1] | 178 | 115 |
Money Market Funds | |||
Assets: | |||
Assets | [2] | 22,397 | 33,014 |
Public Warrants | |||
Liabilities: | |||
Liabilities | [1] | 82 | 53 |
PIPE Warrants | |||
Liabilities: | |||
Liabilities | [1] | 96 | 62 |
Level 1 | |||
Assets: | |||
Assets | 22,397 | 33,014 | |
Liabilities: | |||
Liabilities | [1] | 82 | 53 |
Level 1 | Money Market Funds | |||
Assets: | |||
Assets | [2] | 22,397 | 33,014 |
Level 1 | Public Warrants | |||
Liabilities: | |||
Liabilities | [1] | 82 | 53 |
Level 1 | PIPE Warrants | |||
Liabilities: | |||
Liabilities | [1] | 0 | 0 |
Level 2 | |||
Assets: | |||
Assets | 0 | 0 | |
Liabilities: | |||
Liabilities | [1] | 96 | 62 |
Level 2 | Money Market Funds | |||
Assets: | |||
Assets | [2] | 0 | 0 |
Level 2 | Public Warrants | |||
Liabilities: | |||
Liabilities | [1] | 0 | 0 |
Level 2 | PIPE Warrants | |||
Liabilities: | |||
Liabilities | [1] | 96 | 62 |
Level 3 | |||
Assets: | |||
Assets | 0 | 0 | |
Liabilities: | |||
Liabilities | [1] | 0 | 0 |
Level 3 | Money Market Funds | |||
Assets: | |||
Assets | [2] | 0 | 0 |
Level 3 | Public Warrants | |||
Liabilities: | |||
Liabilities | [1] | 0 | 0 |
Level 3 | PIPE Warrants | |||
Liabilities: | |||
Liabilities | [1] | $ 0 | $ 0 |
[1] See Note 10. ncluded in cash and cash equivalents on the condensed consolidated balance sheet. |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Transfers of financial instruments | $ 0 | |
Fixed asset impairment loss | $ 200 | |
Measurement Input, Expected Dividend Rate | PIPE Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Alternative Investment, Measurement Input | 0 |
Balance Sheet Component - Sched
Balance Sheet Component - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Balance Sheet Related Disclosures [Abstract] | ||
Prepaid research and development expenses | $ 784 | $ 1,751 |
Prepaid insurance | 418 | 606 |
Others | 1,395 | 580 |
Prepaid expenses and other current assets | $ 2,597 | $ 2,937 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued payroll and related expenses | $ 1,489 | $ 2,508 |
Accrued research and development expenses | 1,162 | 1,261 |
Accrued professional service fees | 679 | 65 |
Other | 155 | 292 |
Accrued and other liabilities | $ 3,485 | $ 4,126 |
Restructuring (Additional Infor
Restructuring (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Restructuring Reserve [Abstract] | |||
Restructuring Charges | $ 1,207 | ||
Other Restructuring Costs | $ 1,600 | ||
Reduction in workforce | 38% | 25% |
Restructuring - Schedule of out
Restructuring - Schedule of outstanding restructuring liabilities on the condensed consolidated balance sheets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring begining balance | $ 0 | |
Cash payments | (726) | |
Restructuring Charges | 1,207 | |
Restructuring ending balance | $ 481 | |
Employee Severance and Other Benefits [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring begining balance | $ 74 | |
Cash payments | (44) | |
Personnel adjustment | (30) | |
Restructuring ending balance | $ 0 |
Collaboration and License Agr_2
Collaboration and License Agreements (Additional Information) (Details) - Collaboration and License Agreement with BI [Member] - USD ($) $ in Millions | 1 Months Ended | |
Nov. 30, 2022 | Oct. 31, 2022 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items | ||
Non-refundable upfront payment received | $ 12.5 | |
Success-based milestone payments | 587 | |
Upfront payment | $ 10.5 | |
Associated withholding tax | 2.1 | |
Transaction price | $ 12.5 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Aug. 31, 2016 ft² | |
Lessee, Lease, Description [Line Items] | |||
Operating Lease, Expense | $ 0.4 | $ 0.4 | |
CALIFORNIA | Eight Years [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Area of Real Estate Property | ft² | 32,813 | ||
Restricted Cash | $ 0.4 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary Of Lessee, Operating Lease, Liability, Maturity (Detail) $ in Thousands | Mar. 31, 2024 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remaining nine months ending December 31, 2024 | $ 2,014 |
Year ending December 31, 2025 | 891 |
Total lease payments | 2,905 |
Less: Imputed interest | (119) |
Operating lease liabilities | $ 2,786 |
License Agreements - Additional
License Agreements - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Jun. 30, 2018 | Sep. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2024 | Mar. 31, 2023 | |
License Agreements [Line Items] | |||||
Research and development expense | $ 5,247 | $ 8,086 | |||
Stanford License Agreements [Member] | Stanford [Member] | |||||
License Agreements [Line Items] | |||||
Payments for milestone agreement or earned royalties on achievement of milestones | $ 5,000 | ||||
Payments for achievement of specified development and regulatory milestones | $ 400 | ||||
Payments for milestone agreement on achievement of milestones | 0 | ||||
Stanford License Agreements [Member] | Stanford [Member] | Maximum | |||||
License Agreements [Line Items] | |||||
Payments for milestone agreement or earned royalties on achievement of milestones | $ 900 | ||||
UCSF License And Option Agreements [Member] | |||||
License Agreements [Line Items] | |||||
Payments for milestone agreement on achievement of milestones | 0 | ||||
Distributed Bio Subscription Agreement [Member] | |||||
License Agreements [Line Items] | |||||
Payments for achievement of specified development and regulatory milestones | $ 5,900 | ||||
Distributed Bio Subscription Agreement [Member] | Stanford [Member] | |||||
License Agreements [Line Items] | |||||
Research and development expense | $ 0 | $ 100 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Apr. 30, 2024 | Feb. 28, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Common shares, shares issued | 2,107,000 | 2,063,000 | |||
Number shares sold and issued | 1,100,000 | ||||
Common stock issued | $ 0 | $ 0 | |||
Lincoln Park [Member] | |||||
Common shares, shares issued | 0 | ||||
Common stock with the fair value | $ 300 | ||||
Payments of Stock Issuance Costs | 100 | ||||
Stock issued during period shares new shares | 0 | ||||
Lincoln Park [Member] | Maximum | |||||
Sale of Stock, Consideration Received on Transaction | 50,000 | ||||
Lincoln Park [Member] | Minimum | |||||
Sale of Stock, Consideration Received on Transaction | $ 30,000 | ||||
Guggenheim Securities, LLC [Member] | |||||
Common stock issued | $ 23,000 | ||||
Compensation payable | 3% |
Common Stock Warrants - Additio
Common Stock Warrants - Additional Information (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1 | $ 172.5 | |
Common Stock Warrants Expiration Date | Aug. 12, 2026 | |
Common Stock Warrants Outstanding | 5,907,000 | 5,907,000 |
Warrant Redemption Condition Minimum Share Price Scenario Two | $ 270 | |
Common shares, shares issued | 2,107,000 | 2,063,000 |
Public Warrants | ||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1 | $ 172.5 | |
Common Stock Warrants Expiration Date | Aug. 12, 2026 | |
Warrant Redemption Period | 30 days | |
Common Stock Warrants Outstanding | 2,733,000 | 2,733,000 |
Warrant redemption condition minimum share price scenario one | $ 150 | |
Common shares, shares issued | 1 | |
Public Warrants | Common Stock, Closing Price equals or Exceeds $18 Per Share [Member] | ||
Redemption Price Per Public Warrant | $ 0.01 | |
Issuance of common stock Per Share | 270 | |
Public Warrants | Common Stock, Closing Price equals or Exceeds $10 Per Share [Member] | ||
Redemption Price Per Public Warrant | 0.1 | |
Issuance of common stock Per Share | $ 150 | |
Public Warrants | Common Stock | ||
Common Stock Warrants Outstanding | 15 | |
PIPE Warrants | ||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1 | $ 172.5 | |
Common Stock Warrants Expiration Date | Aug. 12, 2026 | |
Common Stock Warrants Outstanding | 3,174,000 | 3,174,000 |
Number of shares converted | 0 |
Common Stock Warrants - (Detail
Common Stock Warrants - (Details) - $ / shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Class Of Warrant Or Right [Line Items] | ||
Common Stock Warrants Expiration Date | Aug. 12, 2026 | |
Common stock warrants exercise price per share | $ 172.5 | |
Common Stock Warrants Outstanding | 5,907 | 5,907 |
Public Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Common Stock Warrant Classification | Liability | |
Common Stock Warrants Expiration Date | Aug. 12, 2026 | |
Common stock warrants exercise price per share | $ 172.5 | |
Common Stock Warrants Outstanding | 2,733 | 2,733 |
PIPE Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Common Stock Warrant Classification | Liability | |
Common Stock Warrants Expiration Date | Aug. 12, 2026 | |
Common stock warrants exercise price per share | $ 172.5 | |
Common Stock Warrants Outstanding | 3,174 | 3,174 |
Stock Based Compensation Plan -
Stock Based Compensation Plan - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted average grant date fair value/shares | $ 6 | $ 9.9 |
Unrecognized stock based compensation expense | $ 4.5 | |
Weighted-average period | 1 year 5 months 26 days | |
RSU [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value of RSU vested | $ 0.4 | |
2021 Stock Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares reserved for future issuance | 400,000 | |
Options | 2021 Stock Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Description of modification of options | Options and restricted stock awards, or RSAs, under the 2021 Plan generally vest over four years. | |
Options | Maximum | 2021 Stock Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expiration period | 10 years | |
Employee Stock Purchase Plan [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares reserved for future issuance | 35,000 | |
Shares Issued under ESPP | 0 | |
Percentage of discount payroll deductions | 15% | |
Common Stock Trading Discription | The eligible employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the purchase day |
Stock Based Compensation Plan_2
Stock Based Compensation Plan - Summary of Stock Option Activity for Company's Stock Option Plans (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options Outstanding Beginning Balance | 311 | |
Number of Options Granted | 0 | |
Number of Options Forfeited | 0 | |
Number of Options Expired | (1) | |
Number of Options Outstanding Ending Balance | 310 | 311 |
Number of Options outstanding and Exercisable | 179 | |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 27.7 | |
Weighted Average Exercise Price Granted | 7.89 | |
Weighted Average Exercise Price Forfeited | 25.02 | |
Weighted Average Exercise Price Expired | 33.32 | |
Weighted Average Exercise Price Outstanding, Ending Balance | 27.69 | $ 27.7 |
Weighted Average Exercise Price Options Outstanding and Exercisable | $ 28.59 | |
Weighted Average Remaining Contractual Life (In Years) | 7 years 9 months | 7 years 11 months 26 days |
Weighted Average Remaining Contractual Life, Exercisable (In Years) | 7 years 3 months 7 days | |
Aggregate Intrinsic Value | $ 310 | |
Aggregate Intrinsic Value Options outstanding and exercisable | $ 293 |
Stock Based Compensation Plan_3
Stock Based Compensation Plan - Schedule of Weighted Average Assumptions Used to Estimate Fair Value of Options (Details) - Stock Option | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 7 days | 5 years 10 months 20 days |
Expected volatility | 89.83% | 85.82% |
Risk-free rate | 4% | 3.93% |
Dividend yield | 0% | 0% |
Stock Based Compensation Plan_4
Stock Based Compensation Plan - Summary of RSA Activity (Details) - RSA [Member] shares in Thousands | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares RSA, unvested, Beginning Balance | shares | 4 |
Weighted Average Grant Date Fair Value, RSA Unvested Beginning Balance | $ / shares | $ 146.92 |
Number of Shares RSAs, Vested | shares | (1) |
Weighted Average Grant Date Fair Value RSUs, Vested | $ / shares | $ 145.23 |
Number of Shares RSA, unvested, Ending Balance | shares | 3 |
Weighted Average Grant Date Fair Value RSA, Unvested Ending Balance | $ / shares | $ 147.38 |
Stock Based Compensation Plan_5
Stock Based Compensation Plan - Summary of RSU Activity (Details) (Details) - Restricted Stock Units (RSUs) [Member] shares in Thousands | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares RSA, unvested, Beginning Balance | shares | 90 |
Weighted Average Grant Date Fair Value, RSA Unvested Beginning Balance | $ / shares | $ 7.73 |
Number of Shares RSAs, Vested | shares | (44) |
Weighted Average Grant Date Fair Value RSUs, Vested | $ / shares | $ 7.73 |
Number of shared ,RSU, cancelled | shares | (2) |
Weighted average grant date fair value, cancelled | $ / shares | 7.73 |
Number of Shares RSA, unvested, Ending Balance | shares | 44 |
Weighted Average Grant Date Fair Value RSA, Unvested Ending Balance | $ / shares | $ 7.73 |
Stock Based Compensation Plan_6
Stock Based Compensation Plan - Schedule of Stock-Based Compensation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
General and administrative | $ 3,883 | $ 5,299 |
Total stock-based compensation expense | 1,030 | 1,129 |
Research and Development Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Research and development | 298 | 343 |
General and Administrative Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
General and administrative | $ 732 | $ 786 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2024 USD ($) ft² $ / shares shares | Apr. 30, 2024 USD ($) ft² $ / shares shares | Mar. 31, 2024 $ / shares | |
Subsequent Event [Line Items] | |||
Number shares sold and issued | shares | 1,100,000 | ||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1 | $ 172.5 | ||
Maximum [Member] | Investors [Member] | |||
Subsequent Event [Line Items] | |||
Purchase Price | $ 15.5 | $ 15.5 | |
Minimum [Member] | Investors [Member] | |||
Subsequent Event [Line Items] | |||
Purchase Price | $ 15.4999 | $ 15.4999 | |
Subsequent Event [Member] | Sublease Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Sublease office and laboratory space | ft² | 6,102 | 6,102 | |
Rental income | $ | $ 35,000 | ||
Sublease term | month-to-month basis | ||
Percentage of increase in base rent | 3% | ||
Subsequent Event [Member] | Members Of Management [Member] | |||
Subsequent Event [Line Items] | |||
Number shares sold and issued | shares | 2,948 | ||
Purchase Price | $ 16.96 | $ 16.96 | |
Purchase price per share accompanying common stock warrants | 1.25 | 1.25 | |
Subsequent Event [Member] | Members Of Management [Member] | Common Class A [Member] | |||
Subsequent Event [Line Items] | |||
Warrant exercise price | $ 16.96 | $ 16.96 | |
Subsequent Event [Member] | Members Of Management [Member] | Common Class B [Member] | |||
Subsequent Event [Line Items] | |||
Warrants to purchase common stock | shares | 3,206 | 3,206 | |
Warrant exercise price | $ 15.71 | $ 15.71 | |
Subsequent Event [Member] | Members Of Management [Member] | Common Class C [Member] | |||
Subsequent Event [Line Items] | |||
Warrants to purchase common stock | shares | 11,424 | 11,424 | |
Warrant exercise price | $ 16 | $ 16 | |
Subsequent Event [Member] | Members Of Management [Member] | CommonClassD[Member] | |||
Subsequent Event [Line Items] | |||
Warrants to purchase common stock | shares | 11,424 | 11,424 | |
Warrant exercise price | $ 16 | $ 16 | |
Subsequent Event [Member] | Investors [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from sale of shares | $ | $ 100 | ||
Gross proceed | $ | $ 17,500 | ||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1 | $ 0.0001 | $ 0.0001 | |
Purchase price per share accompanying common stock warrants | 1.25 | 1.25 | |
Subsequent Event [Member] | Investors [Member] | Common Class A [Member] | |||
Subsequent Event [Line Items] | |||
Warrant exercise price | 15.5 | 15.5 | |
Subsequent Event [Member] | Investors [Member] | Common Class B [Member] | |||
Subsequent Event [Line Items] | |||
Warrant exercise price | 14.25 | 14.25 | |
Subsequent Event [Member] | Investors [Member] | Common Class C [Member] | |||
Subsequent Event [Line Items] | |||
Warrant exercise price | 16 | 16 | |
Subsequent Event [Member] | Investors [Member] | CommonClassD[Member] | |||
Subsequent Event [Line Items] | |||
Warrant exercise price | $ 16 | $ 16 | |
Subsequent Event [Member] | Maximum [Member] | Members Of Management [Member] | Common Class A [Member] | |||
Subsequent Event [Line Items] | |||
Warrants to purchase common stock | shares | 2,948 | 2,948 | |
Subsequent Event [Member] | Maximum [Member] | Investors [Member] | |||
Subsequent Event [Line Items] | |||
Warrants to purchase common stock | shares | 40,000 | 40,000 | |
Subsequent Event [Member] | Maximum [Member] | Investors [Member] | Common Class A [Member] | |||
Subsequent Event [Line Items] | |||
Warrants to purchase common stock | shares | 1,100,000 | 1,100,000 | |
Proceeds from warrants exercised | $ | $ 17,500 | ||
Subsequent Event [Member] | Maximum [Member] | Investors [Member] | Common Class B [Member] | |||
Subsequent Event [Line Items] | |||
Warrants to purchase common stock | shares | 1,200,000 | 1,200,000 | |
Proceeds from warrants exercised | $ | $ 17,500 | ||
Subsequent Event [Member] | Maximum [Member] | Investors [Member] | Common Class C [Member] | |||
Subsequent Event [Line Items] | |||
Warrants to purchase common stock | shares | 4,400,000 | 4,400,000 | |
Proceeds from warrants exercised | $ | $ 70,000 | ||
Subsequent Event [Member] | Maximum [Member] | Investors [Member] | CommonClassD[Member] | |||
Subsequent Event [Line Items] | |||
Warrants to purchase common stock | shares | 4,400,000 | 4,400,000 | |
Proceeds from warrants exercised | $ | $ 70,000 |