Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 28, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | VIGIL NEUROSCIENCE, INC. | ||
Entity Central Index Key | 0001827087 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
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 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | VIGL | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 35,641,811 | ||
Entity Public Float | $ 29.6 | ||
Entity Shell Company | false | ||
Entity File Number | 001-41200 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-1880494 | ||
Entity Address, Address Line One | 100 Forge Road, | ||
Entity Address, Address Line Two | Suite 700 | ||
Entity Address, City or Town | Watertown | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02472 | ||
City Area Code | 857 | ||
Local Phone Number | 254-4445 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Location | Boston, Massachusetts | ||
Auditor Firm ID | 238 | ||
ICFR Auditor Attestation Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 186,605 | $ 91,420 | |
Prepaid expenses and other current assets | 11,200 | 6,063 | |
Total current assets | 197,805 | 97,483 | |
Property and equipment, net | 1,184 | 301 | |
Operating lease right-of-use assets | 141 | 882 | |
Financing lease right-of-use assets | 70 | 91 | |
Restricted cash | 927 | 927 | |
Other assets | 266 | 2,757 | |
Total assets | 200,393 | 102,441 | |
Current liabilities: | |||
Accounts payable | 1,942 | 3,977 | |
Accrued expenses and other current liabilities | [1] | 9,194 | 5,031 |
Operating lease liabilities | 153 | 830 | |
Financing lease liabilities | 23 | 43 | |
Total current liabilities | 11,312 | 9,881 | |
Operating lease liabilities, net of current portion | 41 | ||
Finance lease liabilities, net of current portion | 23 | ||
Total liabilities | 11,312 | 9,945 | |
Commitments and contingencies (Note 13) | |||
Stockholders' equity (deficit): | |||
Undesignated preferred stock, $0.001 par value, 10,000,000 and 0 shares authorized as of December 31, 2022 and December 31, 2021; 0 share issued and outstanding at December 31, 2022 and December 31, 2021 | |||
Common stock, $0.0001 par value; 150,000,000 shares authorized at December 31, 2022 and 72,000,000 shares authorized at December 31, 2021; 35,664,658 shares issued as of December 31, 2022 and 1,748,879 shares issued as of December 31, 2021; and 35,620,335 shares outstanding as of December 31, 2022 and 1,724,950 shares outstanding as of December 31, 2021 | 4 | ||
Additional paid-in capital | 329,211 | 2,386 | |
Accumulated deficit | (140,134) | (71,829) | |
Total stockholders' equity (deficit) | 189,081 | (69,443) | |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | $ 200,393 | 102,441 | |
Series A Convertible Preferred Stock | |||
Current liabilities: | |||
Convertible preferred stock | 72,327 | ||
Series B Convertible Preferred Stock | |||
Current liabilities: | |||
Convertible preferred stock | $ 89,612 | ||
[1] Includes related party amounts of $ 78 (accrued expenses and other current liabilities) at December 31, 2022; $ 221 (accrued expenses and other current liabilities) at December 31, 2021 (see Note 13). |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 0 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 72,000,000 |
Common stock, shares, issued | 35,664,658 | 1,748,879 |
Common stock, shares, outstanding | 35,620,335 | 1,724,950 |
Series A Convertible Preferred Stock | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 0 | 28,522,592 |
Temporary equity, shares issued | 0 | 28,522,592 |
Temporary equity, shares outstanding | 0 | 28,522,592 |
Temporary equity, liquidation preference | $ 0 | $ 72,647 |
Series B Convertible Preferred Stock | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 0 | 25,657,096 |
Temporary equity, shares issued | 0 | 25,657,096 |
Temporary equity, shares outstanding | 0 | 25,657,096 |
Temporary equity, liquidation preference | $ 0 | $ 90,000 |
Accrued Expenses and Other Current Liabilities | ||
Due to related party amounts | $ 78 | $ 221 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Operating expenses: | |||
Research and development | [1] | $ 47,444 | $ 32,330 |
General and administrative | 21,440 | 10,079 | |
Total operating expenses | 68,884 | 42,409 | |
Loss from operations | (68,884) | (42,409) | |
Other income (expense): | |||
Change in fair value of the related party antidilution obligation | (836) | ||
Change in fair value of Series A preferred stock tranche obligation | (28) | ||
Interest income, net | 623 | 3 | |
Other income (expense), net | (44) | (13) | |
Total other expense, net | 579 | (874) | |
Net loss and comprehensive loss | $ (68,305) | $ (43,283) | |
Net loss per share attributable to common stockholders, basic | $ (2.16) | $ (28.26) | |
Net loss per share attributable to common stockholders, diluted | $ (2.16) | $ (28.26) | |
Weighted-average common shares outstanding, basic | 31,685,125 | 1,531,686 | |
Weighted-average common shares outstanding, diluted | 31,685,125 | 1,531,686 | |
[1] Includes related party amounts of $ 295 for the year ended December 31, 2022, and $ 2,672 for the year ended December 31, 2021 (see Note 13). |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Research and development expense related party | $ 295 | $ 2,672 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Convertible Preferred Stock | Series A Convertible Preferred Stock | Series B Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Initial Public Offering (IPO) | Initial Public Offering (IPO) Convertible Preferred Stock | Initial Public Offering (IPO) Common Stock | Initial Public Offering (IPO) Additional Paid-In Capital | PIPE | PIPE Common Stock | PIPE Additional Paid-In Capital |
Balance at Dec. 31, 2020 | $ (28,283) | $ 263 | $ (28,546) | |||||||||||
Temporary equity balance, shares at Dec. 31, 2020 | 18,707,126 | |||||||||||||
Temporary equity, balance at Dec. 31, 2020 | $ 47,034 | |||||||||||||
Beginning balance, Shares at Dec. 31, 2020 | 1,748,879 | |||||||||||||
Issuance of convertible preferred stock, net of issuance costs | $ 19,879 | $ 89,612 | ||||||||||||
Issuance of convertible preferred stock, net of issuance costs, shares | 7,852,373 | 25,657,096 | ||||||||||||
Reclassification of Series A preferred stock tranche obligation upon settlement | 331 | |||||||||||||
Reclassification of the related party antidilution obligation upon settlement | $ 5,083 | |||||||||||||
Reclassification of the related party antidilution obligation upon settlement, Shares | 1,963,093 | |||||||||||||
Exercise of stock options | 38 | 38 | ||||||||||||
Options exercised | 20,394 | |||||||||||||
Forfeiture of restricted stock | (44,323) | |||||||||||||
Stock-based compensation expense | 2,085 | 2,085 | ||||||||||||
Net loss attributable to common stockholders | (43,283) | (43,283) | ||||||||||||
Balance at Dec. 31, 2021 | $ (69,443) | 2,386 | (71,829) | |||||||||||
Temporary equity balance, shares at Dec. 31, 2021 | 54,179,688 | |||||||||||||
Temporary equity, balance at Dec. 31, 2021 | $ 161,939 | |||||||||||||
Ending balance shares at Dec. 31, 2021 | 1,724,950 | 1,724,950 | ||||||||||||
Issuance of convertible preferred stock, net of issuance costs, shares | 7,000,000 | |||||||||||||
Temporary equity balance, shares at Jan. 31, 2022 | 54,179,688 | |||||||||||||
Balance at Dec. 31, 2021 | $ (69,443) | 2,386 | (71,829) | |||||||||||
Temporary equity balance, shares at Dec. 31, 2021 | 54,179,688 | |||||||||||||
Temporary equity, balance at Dec. 31, 2021 | $ 161,939 | |||||||||||||
Beginning balance, Shares at Dec. 31, 2021 | 1,724,950 | 1,724,950 | ||||||||||||
Temporary Equity Conversion of convertible preferred stock to common stock upon closing of initial public offering,Shares | (54,179,688) | |||||||||||||
Conversion of convertible preferred stock to common stock upon closing of initial public offering,shares | 19,536,870 | |||||||||||||
Temporary equity Conversion of convertible preferred stock to common stock upon closing of initial public offering,Amount | $ (161,939) | |||||||||||||
Conversion of Convertible Preferred Stock to Common Stock Upon Closing of Initial Public Offering,Amount | $ 161,939 | $ 2 | $ 161,937 | |||||||||||
Issuance of convertible preferred stock, net of issuance costs | $ 87,986 | $ 1 | $ 87,985 | $ 50,595 | $ 1 | $ 50,594 | ||||||||
Issuance of convertible preferred stock, net of issuance costs, shares | 7,000,000 | 7,293,084 | ||||||||||||
Issuance of prefunded warrants for the purchase of common stock, net of issuance costs | $ 20,678 | 20,678 | ||||||||||||
Exercise of stock options | 154 | 154 | ||||||||||||
Options exercised | 65,431 | |||||||||||||
Stock-based compensation expense | 5,477 | 5,477 | ||||||||||||
Net loss attributable to common stockholders | (68,305) | (68,305) | ||||||||||||
Balance at Dec. 31, 2022 | $ 189,081 | $ 4 | $ 329,211 | $ (140,134) | ||||||||||
Ending balance shares at Dec. 31, 2022 | 35,620,335 | 35,620,335 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Prefunded Warrants | ||
Stock issuance costs | $ 1,100 | |
Initial Public Offering (IPO) | Common Stock | ||
Stock issuance costs | 10,000 | |
PIPE | Common Stock | ||
Stock issuance costs | $ 2,600 | |
Series A Convertible Preferred Stock | ||
Stock issuance costs | $ 121 | |
Series B Convertible Preferred Stock | ||
Stock issuance costs | $ 388 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (68,305) | $ (43,283) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Stock-based compensation expense | 5,477 | 2,085 |
Non-cash operating lease expense | 932 | 317 |
Change in fair value of the related party antidilution obligation | 836 | |
Change in fair value of Series A preferred stock tranche obligation | 28 | |
Depreciation and amortization | 78 | 28 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (3,680) | (4,918) |
Other non-current assets | (259) | (59) |
Accounts payable | (2,478) | 2,350 |
Accrued expenses and other current liabilities | 3,995 | 3,597 |
Operating lease liabilities | (909) | (328) |
Net cash used in operating activities | (65,149) | (39,347) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (921) | (204) |
Net cash used in investing activities | (921) | (204) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock upon initial public offering, net of offering costs | 89,872 | |
Proceeds from issuance of common stock from PIPE, net of offering costs | 50,594 | |
Proceeds from issuance of pre-funded warrants from PIPE, net of offering costs | 20,678 | |
Payments of finance lease obligations | (43) | (38) |
Payments of initial public offering costs | (1,887) | |
Proceeds from stock option exercised | 154 | 38 |
Net cash provided by financing activities | 161,255 | 107,747 |
Net increase in cash and cash equivalents | 95,185 | 68,196 |
Cash, cash equivalents and restricted cash at beginning of period | 92,347 | 24,151 |
Cash, cash equivalents and restricted cash at end of period | 187,532 | 92,347 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of Series A & Series B Preferred Stock to common stock, net of Issuance costs | 161,939 | |
Deferred offering costs paid in the prior year | 1,887 | |
Settlement of related party antidilution obligation | 5,083 | |
Settlement of Series A preferred stock tranche obligation | 331 | |
Right-of-use assets obtained in exchange for operating lease liabilities | 192 | 1,199 |
Right-of-use assets obtained in exchange for financing lease liabilities | 104 | |
Unpaid issuance costs included in accrued expenses | 143 | |
Deferred offering costs included in accounts payable and accrued expenses | 811 | |
Purchases of property and equipment included in accounts payable and accrued expenses | $ 116 | 112 |
Series A Convertible Preferred Stock | ||
Cash flows from financing activities: | ||
Proceeds from issuance of preferred stock, net of issuance costs | 19,879 | |
Series B Convertible Preferred Stock | ||
Cash flows from financing activities: | ||
Proceeds from issuance of preferred stock, net of issuance costs | $ 89,755 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | VIGIL NEUROSCIENCE, INC. NOTE S TO CONSOLIDATED FINANCIAL STATEMENTS 1. Nature of the Business and Basis of Presentation Vigil Neuroscience, Inc., together with its consolidated subsidiary, Vigil Neuroscience Security Corporation (“Vigil” or the “Company”), is a clinical-stage, microglia-focused biotechnology company dedicated to improving the lives of patients, caregivers and families affected by rare and common neurodegenerative diseases by pursuing the development of disease-modifying therapeutics to restore the vigilance of microglia, the sentinel immune cells of the brain. The Company’s initial focus is on developing a pipeline of therapeutic candidates that it believes will activate and restore microglia function, with an initial focus in genetically defined subpopulations. The Company was incorporated in the State of Delaware in June 2020 and is located in Cambridge, Massachusetts. The Company is subject to risks and uncertainties common to early-stage companies in the biopharmaceutical industry, including, but not limited to, completing preclinical studies and clinical trials, the ability to raise additional capital to fund operations, obtaining regulatory approval for therapeutic candidates, market acceptance of products, competition from substitute products, protection of proprietary intellectual property, compliance with government regulations, the impact of the COVID-19 coronavirus, dependence on key personnel, reliance on third-party organizations and the clinical and commercial success of its therapeutic candidates. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. Private Placement On August 12, 2022, the Company entered into a securities purchase agreement pursuant to which it agreed to issue and sell to certain existing and new accredited investors, in a private placement, 7,293,084 shares of common stock at a price of $ 7.30 per share and 2,980,889 pre-funded warrants at a purchase price of $ 7.2999 per pre-funded warrant, through a private investment in public equity (“PIPE”) financing. The pre-funded warrants will have an exercise price of $ 0.0001 per share of common stock, be immediately exercisable and remain exercisable until exercised in full. The prices of common stock and pre-funded warrants do not include any discounts. The Company received gross proceeds of $ 75.0 million, before deducting fees to the placement agent and other offering expenses. Reverse Stock Split On December 30, 2021, the Company effected a one-for-2.7732 reverse stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios of each series of the Company’s preferred stock (see Note 7). Accordingly, all share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this stock split and adjustment of the preferred stock conversion ratios. Liquidity The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. As of December 31, 2022, the Company had cash and cash equivalents of $ 186.6 million and an accumulated deficit of $ 140.1 million. In January 2022, the Company completed its initial public offering (“IPO”) of its common stock which resulted in net proceeds of $ 88.0 million. In August, 2022, the Company completed the PIPE financing which resulted in net proceeds of $ 71.3 million. Although the Company has incurred recurring losses and expects to continue to incur losses for the foreseeable future, the Company expects that its cash and cash equivalents will be sufficient to fund current operations for at least the next twelve months from the issuance of the financial statements. The Company expects to seek additional funding through equity financings, government or private-party grants, debt financings or other capital sources, including collaborations with other companies or other strategic transactions. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborations or other arrangements. The terms of any financing may adversely affect the holdings or rights of the Company’s stockholders. If the Company is unable to obtain sufficient capital, the Company will be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. The consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Impact of the COVID-19 Coronavirus In March 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic. The Company is subject to a number of risks associated with the COVID-19 global pandemic, including potential delays associated with the Company’s ongoing preclinical studies and clinical trials. COVID-19 may have an adverse impact on the Company’s operations, supply chains and distribution systems or those of its third-party vendors and collaborators, and increase expenses, including as a result of impacts associated with preventive and precautionary measures that are being taken, such as restrictions on travel and border crossings, quarantine polices and social distancing. The Company and its third-party vendors and collaborators may experience disruptions in supply of items that are essential for its research and development activities. In addition, the spread of COVID-19 has disrupted global healthcare and healthcare regulatory systems, which could divert healthcare resources away from, or materially delay, U.S. Food and Drug Administration approval and approval by other health authorities worldwide with respect to its therapeutic candidates. Furthermore, the Company’s clinical trials may be negatively affected by the COVID-19 outbreak. Site initiation, patient enrollment and patient follow-up visits may be delayed, for example, due to prioritization of hospital resources toward the COVID-19 outbreak, travel restrictions, the inability to access sites for initiation and monitoring, and difficulties recruiting or retaining patients in the Company’s planned clinical trials. The emergence of additional variants, as well as reduced efficacy of vaccines over time and the possibility that a large number of people decline to get vaccinated or receive booster shots, creates inherent uncertainty as to the future of the Company's business, its industry and the economy in general in light of the pandemic. Management cannot at this time predict the specific extent, duration, or full impact that the COVID-19 outbreak will have on the Company’s financial condition, operations, and business plans for the year 2023 and beyond. If the Company does not successfully commercialize any of its therapeutic candidates, it will be unable to generate product revenue or achieve profitability. Basis of Presentation The accompanying consolidated financial statements reflect the operations of the Company and its wholly-owned subsidiary. Intercompany balances and transactions have been eliminated in consolidation. The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, research and development expenses and related prepaid or accrued costs and the valuation of common stock, Related Party Antidilution Obligation (as defined in Note 12) and Series A Preferred Stock Tranche Obligation (as defined within this Note 2). The Company bases its estimates on historical experience, known trends and other market-specific or relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with a remaining maturity when purchased of three months or less to be cash equivalents. Cash equivalents are reported at fair value. At December 31, 2022 and December 31, 2021, the Company’s cash equivalents are in money market funds. As of each balance sheet date and periodically throughout the year, the Company has maintained balances in various operating accounts in excess of federally insured limits. In connection with the Company’s lease agreement entered into in September 2021 (see Note 11), the Company is required to maintain a certificate of deposit (“CD”) of $ 0.9 million for the benefit of the landlord. Cash, cash equivalents and restricted cash were comprised of the following (in thousands): December 31, December 31, Cash and cash equivalents $ 186,605 $ 91,420 Restricted cash, non-current 927 927 Total cash, cash equivalents and restricted cash $ 187,532 $ 92,347 Deferred Offering Costs The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds from the offering, either as a reduction of the carrying value of preferred stock or in stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs would be expensed immediately as a charge to operating expenses in the consolidated statement of operations and comprehensive loss. The Company had no deferred offering costs recorded as of December 31, 2022. As of December 31, 2021, the Company had deferred offering costs totaling $ 2.7 million in other assets in the consolidated balance sheet. Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents with high quality, accredited financial institutions and, accordingly, such funds are subject to minimal credit risk. The Company has no significant off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements. The Company is dependent on third-party organizations to manufacture and process its therapeutic candidates for its development programs. In particular, the Company relies on a single third-party contract manufacturer, Fujifilm Diosynth Biotechnologies U.S.A., Inc. and Fujifilm Diosynth Biotechnologies Texas, LLC (collectively, “FUJIFILM”), to produce clinical supply and process its current product candidate, VGL101 pursuant to the FUJIFILM agreement (see Note 12). The Company expects to continue to be dependent on a small number of manufacturers to supply it with its requirements for all products. The Company’s research and development programs, including any associated potential commercialization efforts, could be adversely affected by a significant interruption in the supply of the necessary materials. The Company is dependent on a limited number of third parties that provide license rights used by the Company in the development and potential commercialization of its therapeutic candidates and programs. From inception through December 31, 2022, the Company’s research and development programs primarily relate to rights conveyed by Amgen, Inc. (“Amgen”) (see Note 12). The Company could experience delays in the development and potential commercialization of its therapeutic candidates and programs if the Amgen license arrangement or any other license agreement utilized in the Company’s research and development activities is terminated, if the Company fails to meet the obligations required under its arrangements, or if the Company is unable to successfully secure new strategic alliances or licensing agreements. Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents, Related Party Antidilution Obligation and Series A Preferred Stock Tranche Obligation are carried at fair value, determined according to the fair value hierarchy described above (see Note 3). The carrying values of the Company’s accounts payable and accrued expenses approximate their fair values, due to the short-term nature of these liabilities. Research and Development Expenses Research and development expenses are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including amounts incurred under agreements with external vendors and consultants engaged to perform preclinical studies and to manufacture research and development materials for use in such studies, salaries and related personnel costs, stock-based compensation, consultant fees, and third-party license fees. Upfront payments under license agreements are expensed upon receipt of the license, and annual maintenance fees under license agreements are expensed over the maintenance period. Milestone payments under license agreements are accrued, with a corresponding expense being recognized, in the period in which the milestone is determined to be probable of achievement and the related amount is reasonably estimable. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed. Patent Costs Costs to secure, defend and maintain patents, including those incurred in connection with filing and prosecuting patent applications, are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred for patent-related expenditures are classified as general and administrative expenses in the consolidated statements of operations and comprehensive loss. Accrued Research and Development Expenses The Company has entered into various research, development and manufacturing contracts with third-party service providers, including contract research organizations and contract manufacturing organizations. These agreements are generally cancelable. The Company recognizes research and development expense associated with such arrangements as the costs are incurred and records accruals for estimated ongoing research, development and manufacturing costs, where necessary. When billing terms under these contracts do not coincide with the timing of when the work is performed, the Company is required to make estimates of outstanding obligations to those third parties as of period end. Any accrual estimates are based on a number of factors, including the Company’s knowledge of the progress towards completion of the specific tasks to be performed, invoicing to date under the contracts, communication from the vendors of any actual costs incurred during the period that have not yet been invoiced and the costs included in the contracts. Significant judgments and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from the estimates made by the Company. The historical accrual estimates made by the Company have not been materially different from the actual costs. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. There was no difference between net loss and comprehensive loss for each of the periods presented in the consolidated financial statements. Stock-Based Compensation The Company grants stock-based awards to employees, directors and non-employee consultants in the form of stock options to purchase shares of its common stock. The Company measures stock options with service-based vesting granted to employees, non-employees and directors based on the fair value of the award on the date of the grant using the Black-Scholes option-pricing model. The Company measures restricted common stock awards using the difference, if any, between the purchase price per share of the award and the fair value of the Company’s common stock at the date of the grant. Compensation expense for employee awards is recognized over the requisite service period, which is generally the vesting period of the award. Compensation expense for non-employee awards is recognized in the same manner as if the Company had paid cash in exchange for the goods or services, which is generally the vesting period of the award. The Company uses the straight-line method to record the expense of awards with service-based vesting conditions. For stock awards that have a performance condition, the Company recognizes compensation expense based on its assessment of the probability that the performance condition will be achieved, using an accelerated attribution model, over the explicit or implicit service period. The Company accounts for forfeitures as they occur. The Company classifies stock-based compensation expense in its statements of operations and comprehensive loss in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified. The Black-Scholes option-pricing model requires inputs based on certain subjective assumptions, which determine the fair value of stock-based awards, including the price, volatility of the underlying stock, the option’s expected term, the risk-free interest rate and expected dividends. The Company calculates the fair value of options granted by using the Black-Scholes option-pricing model with the following assumptions: Expected Volatility – Due to a lack of company-specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The historical volatility is calculated based on a period commensurate with the expected term assumption. Expected Term – The expected term of the Company’s options represents the period that the stock-based awards are expected to be outstanding. The Company uses the simplified method to calculate the expected term, as it does not have sufficient historical exercise data to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Risk-Free Interest Rate – The risk-free interest rate is based on yield from the United States Treasury zero-coupon bonds whose term is consistent with the expected term of the stock options. Dividend Yield – The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends. Classification and Accretion of Convertible Preferred Stock The Company’s Series A convertible preferred stock and Series B convertible preferred stock (collectively, “Convertible Preferred Stock”) converted into 10,285,077 shares and 9,251,793 shares of common stock in January 2022 as part of the Company’s IPO (see Note 7). The Convertible Preferred Stock were classified outside of stockholders’ deficit in the consolidated balance sheets because the holders of such shares have liquidation rights in the event of a deemed liquidation that, in certain circumstances, were not solely within the control of the Company and would require the redemption of the then-outstanding Convertible Preferred Stock. The Company’s Convertible Preferred Stock were not redeemable, except in the event of a deemed liquidation (see Note 7). Because the occurrence of a deemed liquidation event was not probable while the Convertible Preferred Stock were outstanding, the carrying values of the Convertible Preferred Stock were not being accreted to their redemption values. Subsequent adjustments to the carrying values of the Convertible Preferred Stock would be made only when a deemed liquidation event becomes probable. The Company recorded the Series A convertible preferred stock at fair value upon issuance, net of the Series A Preferred Stock Tranche Obligation (see to Note 7 for details of the Series A Preferred Stock Tranche Obligation) and associated issuance costs. The Company recorded the Series B convertible preferred stock at fair value upon issuance, net of associated issuance costs. The Company’s Convertible Preferred Stock were subject to a non-cumulative dividend when, as and if declared by the Company’s board of directors (the “Board”). Since the issuance of the Company’s outstanding Convertible Preferred Stock, no dividends had been declared on any shares of Convertible Preferred Stock. Segment Information The Company manages its operations as a single segment for the purposes of assessing performance and allocating resources. The Company is focused on microglia biology to improve the lives of patients, caregivers, and families affected by rare and common neurodegenerative diseases through development of disease-modifying treatments that aim to restore the vigilance of microglia, the sentinel immune cells of the brain. The Company’s chief operating decision maker reviews the Company’s financial information on an aggregated basis for purposes of assessing performance and allocating resources. All assets are in the United States. The Company has not earned any revenue through December 31, 2022. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is recognized using the straight-line method over the estimated useful life of each asset. Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance that do no improve or extend the life of the respective assets are charged to expense in the period incurred. The following is the summary of property and equipment and related accumulated depreciation as of December 31, 2022 and 2021 (in thousands): Useful Life December 31, 2022 December 31, 2021 Computer software and equipment 3 years $ 16 $ 16 Furniture and fixtures 5 years 104 9 Lab equipment 5 years 192 192 Construction in progress 944 99 Total property and equipment 1,256 316 Less: accumulated depreciation ( 72 ) ( 15 ) Total property and equipment, net $ 1,184 $ 301 Depreciation expense was $ 57 thousand and $ 15 thousand during the years ended December 31, 2022 and 2021, respectively. Series A P referred Stock Tranche Obligation The Company’s Series A Convertible Preferred Stock Purchase Agreement obligated the Series A investors to participate in a subsequent offering of Series A convertible preferred stock upon the achievement of specified development milestones by the Company. The Company classified this Series A Preferred Stock Tranche Obligation as a liability in its consolidated balance sheet (the “Series A Preferred Stock Tranche Obligation’’) as the preferred stock tranche right was a freestanding financial instrument that would require the Company to transfer assets upon exercise of the right. The Series A Preferred Stock Tranche Obligation was initially recorded at fair value upon the issuance date of the preferred stock tranche right and was subsequently remeasured to fair value at each reporting date until settled (see Note 3). Changes in fair value of the Series A Preferred Stock Tranche Obligation were recognized within change in fair value of the Series A Preferred Stock Tranche Obligation in the consolidated statement of operations and comprehensive loss. Impairment of Long-Lived Assets Long-lived assets consist of property and equipment, operating lease and financing lease right-to-use assets. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. Impairment is measured based on the excess of the carrying value of the related assets over the fair value of such assets. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2022 and December 31, 2021. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income, and to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more likely than not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. The Company’s policy is to record estimated interest and penalties related to uncertain tax positions as a component of income tax expense. The Company had no amounts accrued for interest and penalties in its consolidated balance sheets as of December 31, 2022 and December 31, 2021. Leases In accordance with ASC 842, Leases , which the Company adopted at inception, the Company determines if an arrangement is or contains a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies leases at the lease commencement date as operating or finance leases and records a right-of-use asset and a lease liability on the consolidated balance sheet for all leases with an initial lease term of greater than 12 months. Leases with an initial term of 12 months or less are not recorded in the balance sheet, but payments are recognized as expense on a straight-line basis over the lease term. The Company has elected not to recognize leases with terms of 12 months or less. A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease: (i) there is a transfer of ownership of the leased asset to the Company by the end of the lease term, (ii) the Company holds an option to purchase the leased asset that it is reasonably certain to exercise, (iii) the lease term is for a major part of the remaining economic life of the leased asset, (iv) the present value of the sum of lease payments equals or exceeds substantially all of the fair value of the leased asset, or (v) the nature of the leased asset is specialized to the point that it is expected to provide the lessor no alternative use at the end of the lease term. All other leases are recorded as operating leases. The Company enters into contracts that contain both lease and non-lease components. Non-lease components may include maintenance, utilities, and other operating costs. The Company combines the lease and non-lease components of fixed costs in its lease arrangements as a single lease component. Variable costs, such as utilities or maintenance costs, are not included in the measurement of right-of-use assets and lease liabilities, but rather are expensed when the event determining the amount of variable consideration to be paid occurs. Finance and operating lease assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term using the discount rate implicit in the lease. If the rate implicit is not readily determinable, the Company utilizes an estimate of its incremental borrowing rate based upon the available information at the lease commencement date. Operating lease assets are further adjusted for prepaid or accrued lease payments. Operating lease payments are expensed using the straight-line method as an operating expense over the lease term. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Finance lease assets are amortized to depreciation expense using the straight-line method over the shorter of the useful life of the related asset or the lease term. Finance lease payments are bifurcated into (i) a portion that is recorded as imputed interest expense and (ii) a portion that reduces the finance liability associated with the lease. Certain of the Company’s leases include options to extend or terminate the lease. The amounts determined for the Company’s right-of-use assets and lease liabilities generally do not assume that renewal options or early-termination provisions, if any, are exercised, unless it is reasonably certain that the Company will exercise such options. Net Income (Loss) Per Share The Company follows the two-class method when computing net income (loss) per common share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per common share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considers its (i) convertible preferred stock and (ii) restricted stock during the periods they were outstanding (See Note 7) to be participating securities as, in the event a dividend is paid on common stock, the holders of these securities would be entitled to receive dividends on a basis consistent with the common stockholders. The Company also considers the shares issued upon the early exercise of stock options that are subject to repurchase to be participating securities because holders of such shares have non-forfeitable dividend rights in the event a dividend is paid on common stock. There is no allocation required under the two-class method during periods of loss since the participating securities do not have a contractual obligation to share in the losses of the Company. Basic net income (loss) per common share is computed by dividing the net income (loss) per common share by the weighted-average number of common shares outstanding for the period. Diluted net income (loss) per common share is computed by adjusting net income (loss) to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per common share is computed by dividing the diluted net loss by the weighted-average number of common shares outstanding for the period, including potential dilutive common shares. For purpose of this calculation, outstanding stock options, convertible preferred stock and unvested restricted common stock are considered potential dilutive common shares. In periods in which the Company reported a net loss, diluted net loss per common share was the same as basic net loss per common share, since dilutive common shares were not assumed to have been issued if their effect was anti-dilutive. The Company reported a net loss for the years ended December 31, 2022 and December 31, 2021. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. The Company qualifies as an ‘‘emerging growth company’’ as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to ‘‘opt out’’ of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and non-public companies, the Company can adopt the new or revised standard at the time non-public companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to ‘‘opt out’’ of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for non-public companies. In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which, among other things, provides guidance on how to account for contracts on an entity’s own equity. This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the ASU eliminated the need for the Company to assess whether a contract on the entity’s own equity (1) permits settlement in unregistered shares, (2) whether counterparty rights rank higher than shareholder’s rights, and (3) whether collateral is required. In addition, the ASU requires incremental disclosure related to contracts on the entity’s own equity and clarifies the treatment of certain financial instruments accounted for under this ASU on earnings per share. The ASU also simplifies the accounting for convertible instruments by removing the beneficial conversion feature and cash conversion feature separation models. This ASU may be applied on a full retrospective or modified retrospective basis. This ASU is effective for (i) smaller reporting companies for fiscal years beginning after December 15, 2023 and (ii) all other public entities for fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company expects to adopt this ASU in fiscal year 2023. The Company does not currently expect the adoption to materially impact its financial position and results of operations. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The following table presents the Company’s fair value hierarchy for its assets and liabilities items that are measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2021, by level within the fair value hierarchy (in thousands): Fair Value Measurement at December 31, 2022 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents (money market) $ 156,219 $ — $ — $ 156,219 Restricted cash non-current 927 — — 927 $ 157,146 $ — $ — $ 157,146 Fair Value Measurement at December 31, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents (money market) $ 67,942 $ — $ — $ 67,942 Restricted cash non-current 927 — — 927 $ 68,869 $ — $ — $ 68,869 The Company evaluates transfers between levels at the end of each reporting period. There were no transfers between Level 1, Level 2 or Level 3 for the years ended December 31, 2022 and December 31, 2021. Related Party Antidilution Obligation The Company was obligated to issue Series A convertible preferred stock with an antidilution provision as part of a license agreement with Amgen (see Note 12). The Related Party Antidilution Obligation was included within the Level 3 fair value hierarchy. The Related Party Antidilution Obligation was valued using a probability-weighted expected return method. The valuation model requires a variety of inputs, including the probability of occurrence of events that would trigger the issuance of additional shares, the expected timing of such events, the expected value of the contingently issuable equity upon occurrence of a triggering event and a discount rate. The Related Party Antidilution Obligation was remeasured on each reporting period until settlement on May 1, 2021, with changes in fair value recognized within changes in fair value of the Related Party Antidilution Obligation in the consolidated statements of operations and comprehensive loss. The significant unobservable inputs used in the valuation model to measure the Related Party Antidilution Obligation that are categorized within Level 3 of the fair value hierarchy, as of March 31, 2021 and December 31, 2020 are as follows: March 31, December 31, Expected term (years) 0.59 0.83 Risk-free rate 0.05 % 0.15 % Probability of finance event occurring 90 % 85 % At December 31, 2020, the Company had a $ 4.2 million liability related to the Related Party Antidilution Obligation. During the four months prior to settlement on May 1, 2021, the Company recorded a $ 0.8 million increase in fair value of the Related Party Antidilution Obligation. On May 28, 2021, the Company completed the second closing pursuant to the Series A Convertible Preferred Stock Purchase Agreement which resulted in the Company raising net cash proceeds from financing activities in excess of the $ 45.0 million Related Party Antidilution Obligation cap. The second closing triggered the settlement of the remaining Related Party Antidilution Obligation, resulting in the issuance of 1,963,093 shares of Series A convertible preferred stock to Amgen with a fair value of $ 5.1 million. Series A Preferred Stock Tranche Obligation The Series A Preferred Stock Tranche Obligation was valued using a probability-weighted present value model. The valuation model considered the probability of closing the tranche, the estimated future value of the Series A convertible preferred stock to be issued at each closing and the investment required at each closing. Future values were converted to present value using a discount rate appropriate for probability-adjusted cash flows. The Related Party Antidilution Obligation and Series A Preferred Stock Tranche Obligation were settled in May 2021 (see Note 7). The following table sets forth a rollforward of changes in the fair value of financial liabilities classified as Level 3 in the fair valued hierarchy (in thousands): Related Party Series A Total Ending balance at December 31, 2020 $ 4,247 $ 303 $ 4,550 Change in fair value 836 28 864 Reclassification of Series A preferred stock tranche obligation and related ( 5,083 ) ( 331 ) ( 5,414 ) Ending balance at May 1, 2021 $ — $ — $ — |
Prepaid Expense and Other Curre
Prepaid Expense and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, December 31, Research and development $ 6,670 $ 5,597 Construction related prepaid assets 3,769 — Business Insurance 133 107 Other 628 359 Total $ 11,200 $ 6,063 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 5. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, December 31, Payroll and employee related $ 3,512 $ 2,017 Research and development 2,894 1,422 Construction related 1,416 65 Professional fees 986 933 Deferred IPO — 543 Other 386 51 Total $ 9,194 $ 5,031 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 6. Stock-Based Compensation 2020 Equity Incentive Plan The Company’s 2020 Equity Incentive Plan (the “2020 Plan”) provides for the Company to grant incentive stock options or non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other equity awards to employees, directors, and consultants of the Company. The 2020 Plan is administered by the Board or, at the discretion of the Board, by a committee of the Board. The Board may also delegate to one or more officers of the Company the power to grant awards to employees and certain officers of the Company. The exercise prices, vesting and other restrictions are determined at the discretion of the Board, or its committee or any such officer if so delegated. Under the 2020 Plan, the Company authorized 1,499,040 shares of its common stock for issuance upon exercise of options granted under the 2020 Plan as of December 31, 2020. On June 4, 2021, the Company amended the 2020 Plan to increase the aggregate number of shares of the Company’s common stock reserved for issuance pursuant to the 2020 Plan by 624,600 shares, from 1,499,040 shares to a new total of 2,123,640 shares, and increased the aggregate number of shares of the Company’s common stock that may be issued pursuant to the exercise of incentive stock options by 1,873,800 shares, from 4,497,122 shares to a new total of 6,370,922 shares. On August 12, 2021, the Company amended the 2020 Plan to increase the aggregate number of shares of the Company’s common stock reserve for issuance pursuant to the 2020 Plan by 1,262,080 shares to a new total of 3,385,720 shares. Options under the 2020 Plan may be designated as incentive stock options or non-statutory stock options. The options granted under the 2020 Plan are either service-based options or performance-based options. As of December 31, 2022, 2,978,439 options were outstanding under the 2020 Plan. 2021 Stock Option and Incentive Plan On November 16, 2021, the Company’s board of directors adopted, and on December 3, 2021 its stockholders approved, the 2021 Stock Option and Incentive Plan (the “2021 Plan”), which became effective on January 5, 2022, immediately preceding the date on which the registration statement for the Company’s initial public offering was declared effective by the SEC. The 2021 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. The number of shares reserved for issuance under the 2021 Plan was initially equal to 3,145,281 . In addition, the number of shares of the Company’s common stock reserved for issuance under the 2021 Plan will automatically increase on the first day of each calendar year, beginning on January 1, 2023 and each January 1 thereafter, by an amount equal to the lesser of (i) five percent ( 5 %) of the cumulative number of shares of common stock issued and outstanding on the immediately preceding December 31 or (ii) such lesser number of shares of common stock as determined by the compensation committee of the board of directors (the "2021 Plan Evergreen Provision"). On January 1, 2023, the shares reserved for future grants under the 2021 Plan increased by 1,781,017 pursuant to the 2021 Plan Evergreen Provision. The shares of common stock underlying any awards under the 2021 Plan or the 2020 Plan that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated will be added back to the shares of common stock available for issuance under the 2021 Plan. In March of 2022, as part of the Company's annual grant of equity, the Company issued 802,145 stock options to employees. As of December 31, 2022, 1,462,372 options were outstanding under the 2021 Plan. 2021 Employee Stock Purchase Plan On November 16, 2021, the Company’s board of directors adopted, and on December 3, 2021 its stockholders approved, the 2021 Employee Stock Purchase Plan (the ‘‘2021 ESPP’’), which became effective on January 5, 2022, immediately preceding the date on which the registration statement for the Company’s initial public offering was declared effective by the SEC. A total of 286,127 shares of common stock were initially reserved for issuance under this plan. The number of shares of common stock that may be issued under the 2021 ESPP shall cumulatively increase beginning on January 1, 2023 and each January 1 thereafter through January 1, 2032, by the least of (A) 286,127 shares of common stock, (B) one percent ( 1 %) of the cumulative number of shares of common stock issued and outstanding on the immediately preceding December 31 or (C) such lesser number of shares of common stock as determined by the administrator of the 2021 ESPP (the "2021 ESPP Evergreen Provision"). On January 1, 2023, the shares reserved for future grants under the 2021 ESPP increased by 286,127 pursuant to the 2021 Plan Evergreen Provision. No stock-based compensation expense was recognized during the year ended December 31, 2022 related to the 2021 ESPP. Service-Based Stock Options The Company issues stock options to directors, employees, and consultants under the 2021 Plan and 2020 Plan. Options granted by the Company vest over periods of 12 - 48 months, subject in each case to the individual’s continued service through the applicable vesting date. Options vest either (i) 25% at the one-year anniversary followed by 36 equal monthly installments beginning one month after the one-year anniversary of the vesting start date, (ii) 48 monthly installments beginning one month after the vesting start date, (iii) 36 equal monthly installments beginning one month after the vesting start date, (iv) 4 equal quarterly installments, or (v) 100% vesting at the one-year anniversary of the vesting start date. Options generally expire 10 years after the date of the grant. The following table summarizes the activity of the Company’s options to purchase common stock for the year ended December 31, 2022: Number of Weighted- Weighted- Weighted- Aggregate Outstanding as of December 31, 2021 2,878,436 $ 3.80 $ 4.71 9.38 $ 20,380 Granted 1,476,039 7.80 12.33 Exercised ( 65,431 ) 2.83 2.37 Forfeited ( 57,402 ) 4.68 6.61 Expired ( 1,460 ) 10.11 16.11 Outstanding as of December 31, 2022 4,230,182 $ 5.19 $ 7.38 7.64 $ 24,853 Vested and exercisable as of December 31, 2021 397,032 $ 3.02 $ 2.77 9.04 $ 3,580 Vested and exercisable as of December 31, 2022 1,352,958 $ 4.30 $ 5.58 6.88 $ 9,950 Vested and expected to vest as of December 31, 2021 2,878,436 $ 3.80 $ 4.71 9.38 $ 20,380 Vested and expected to vest as of December 31, 2022 4,230,182 $ 5.19 $ 7.38 7.64 $ 24,853 There were 2,004 options exercised for the year ended December 31, 2021. The aggregate intrinsic value of options exercised was $ 20 thousand for the year ended December 31, 2021. The aggregate intrinsic value of options exercised was $ 0.6 million for the year ended December 31, 2022. The total fair value of options vested was approximately $ 4.8 million and $ 1.2 million during the years ended December 31, 2022 and December 31, 2021, respectively. Stock Option Valuation The following assumptions on a weighted-average basis were used to determine the fair value of stock options for the following periods: December 31, December 31, Weighted-average risk-free interest rate 2.2 % 1.0 % Weighted-average expected term (in years) 6.0 6.0 Expected volatility 69.8 % - 71.1 % 72.7 % - 80.2 % Expected dividend yield 0.0 % 0.0 % Fair value of common stock $ 2.37 - $ 16.13 $ 3.53 - $ 11.79 Weighted-average fair value $ 7.80 $ 4.23 Performance-Based Stock Options During the period from June 22, 2020 (inception) to December 31, 2020, the Company granted performance-based stock options to purchase 229,019 shares of common stock. The performance-based options commenced vesting in May 2021 when the Company completed the second tranche of its Series A convertible preferred stock financing and then vest over 48 equal monthly installments. The following table summarizes the activity of the Company’s performance-based options to purchase common stock for the year ended December 31, 2022: Number Weighted- Weighted- Weighted- Aggregate Outstanding as of December 31, 2021 210,629 $ 2.76 $ 1.89 8.88 $ 2,085 Granted — — — Exercised — — — Forfeited — — — Expired — — — Outstanding as of December 31, 2022 210,629 $ 2.76 $ 1.89 7.88 $ 2,235 Vested and exercisable as of December 31, 2021 19,780 $ 2.76 $ 1.89 8.88 $ 196 Vested and exercisable as of December 31, 2022 77,034 $ 2.76 $ 1.89 7.88 $ 817 Vested and expected to vest as of December 31, 2021 210,629 $ 2.76 $ 1.89 8.88 $ 2,085 Vested and expected to vest as of December 31, 2022 210,629 $ 2.76 $ 1.89 7.88 $ 2,235 For the year ended December 31, 2021, 18,390 options were exercised with an aggregate intrinsic value of $ 0.2 million. No options were exercised during the year ended December 31, 2022. The total fair value of options vested during the year ended December 31, 2021 was approximately $ 105 thousand. The total fair value of options vested during the year ended December 31, 2022 was approximately $ 158 thousand. The fair value of performance options granted under the stock option plan is determined at the date of grant using the Black-Scholes option-pricing model. There were no performance options granted during the years ended December 31, 2022 and December 31, 2021. Restricted Stock The following table summarizes the activity of the Company’s restricted stock: December 31, Outstanding as of beginning of period 262,180 Granted — Forfeited/cancelled — Outstanding as of end of period 262,180 Vested during period 58,596 Outstanding unvested shares, expected to vest 83,013 Remaining weighted-average vesting period for unvested shares 1.33 years In July 2020, the Company granted 306,503 restricted shares that vest in 48 equal monthly installments commencing on the one-month anniversary of the vesting commencement date. Shares of restricted common stock granted to employees and directors are not deemed, for accounting purposes, to be outstanding until those shares have vested. For a period of up to 120 days from a grantee ceasing to provide services to the Company, the Company has an irrevocable option to repurchase unvested restricted shares at the lower of (i) the purchase price per share ($ 0.0003 ) or (ii) the fair market value per share as of the date of repurchase. In July 2021 and November 2021, the Company exercised its option to repurchase 21,786 and 22,537 unvested restricted shares, respectively, at their original purchase price after the grantee ceased providing services. The compensation expense relating to the remaining 14,273 and 13,522 restricted shares of the grantee, respectively, that were not purchased by the Company was not material. The fair value of the restricted shares granted was equal to the fair value of the Company’s common stock on the date of grant. The fair value of the Company’s common stock was determined using an option pricing method which utilized a market approach. Stock-Based Compensation Expense The Company recorded stock-based compensation expense of $ 5.5 million and $ 2.1 million during the years ended December 31, 2022 and December 31, 2021, respectively. Stock-based compensation expense was classified as follows in the consolidated statements of operations and comprehensive loss (in thousands): December 31, December 31, Research and development $ 2,258 $ 797 General and administrative 3,219 1,288 Total stock-based compensation $ 5,477 $ 2,085 As of December 31, 2022 and December 31, 2021, respectively, there is approximately $ 15.3 million and $ 9.2 million of unrecognized stock-based compensation expense related to service-based options to purchase common stock under the 2020 and 2021 Plans, which is expected to vest over a weighted-average period of 2.62 years and 3.35 years. As of December 31, 2022 and December 31, 2021, respectively, there is approximately $ 0.1 million and $ 0.3 million of unrecognized stock-based compensation expense related to performance-based options to purchase common stock under the 2020 Plan, which is expected to vest over a weighted-average period of 1.20 years and 3.32 years. As of December 31, 2022 and December 31, 2021, respectively, there is approximately $ 0.2 million and $ 0.3 million of unrecognized stock-based compensation expense related to restricted stock under the 2020 Plan, which is expected to vest over a weighted-average period of 1.33 years and 2.33 years. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Preferred Stock | 7. Preferred Stock Convertible Preferred Stock The Series A preferred stock and Series B preferred stock, described in more detail below, converted into 10,285,077 shares and 9,251,793 shares, respectively, of common stock in January 2022 as part of the Company's IPO. Series A Convertible Preferred Stock and Series A Preferred Stock Tranche Obligation On September 18, 2020, the Company entered into the Series A Convertible Preferred Stock Purchase Agreement with its initial investors committing to purchase an aggregate of $ 50.0 million in shares of Series A convertible preferred stock. At the initial closing, 9,815,467 shares of Series A convertible preferred stock were issued by the Company at a purchase price of $ 2.547 per share, for gross cash proceeds of $ 25.0 million. The gross proceeds were offset by $ 0.2 million of issuance costs and $ 0.2 million related to the Series A Preferred Stock Tranche Obligation, discussed below. Included in the terms of the September 2020 Series A Convertible Preferred Stock Purchase Agreement were certain rights (“Series A Preferred Stock Tranche Obligation”) granted to the investors who purchased the Series A convertible preferred stock in September 2020. The Series A Preferred Stock Tranche Obligation contingently obligated the investors to purchase, and the Company to sell, up to an aggregate of 7,852,373 shares of Series A convertible preferred stock at $ 2.547 per share upon the satisfaction of specified research and development milestones by the Company. The Company concluded that the Series A Preferred Stock Tranche Obligation met the definition of a freestanding financial instrument, as the Series A Preferred Stock Tranche Obligation was legally detachable and separately exercisable from the Series A convertible preferred stock. Therefore, the Company allocated the proceeds from the September 2020 issuance between the Series A Preferred Stock Tranche Obligation and the Series A convertible preferred stock, including those issued in exchange for a Simple Agreement for Future Equity, or SAFE. As the Series A convertible preferred stock was redeemable upon a deemed liquidation event at the election of the holder-controlled Board, and therefore outside of the control of the Company, the Series A Preferred Stock Tranche Obligation was classified as a liability and recorded at its fair value of $ 0.3 million at both inception and as of December 31, 2020. The Series A Preferred Stock Tranche Obligation was remeasured at fair value at each reporting period, with changes in fair value recorded in change in fair value of the Series A Preferred Stock Tranche Obligation in the consolidated statements of operations and comprehensive loss (see Note 3). On May 28, 2021, the Company issued 7,852,373 shares of its Series A convertible preferred stock at $ 2.547 per share, for which the Company received gross proceeds of $ 20.0 million, offset by issuance costs of $ 0.1 million. As a result of this issuance, the Series A Preferred Stock Tranche Obligation with a then fair value of approximately $ 0.3 million was settled and reclassified to Series A convertible preferred stock in the consolidated balance sheet. Series B Convertible Preferred Stock Financing On August 13, 2021, the Company issued 25,657,096 shares of its Series B convertible preferred stock at $ 3.5078 per share, for which the Company received gross proceeds of $ 90.0 million. Issuance costs were $ 0.4 million. Upon issuance of each class of the Convertible Preferred Stock, the Company assessed the embedded conversion and liquidation features of the securities and determined that such features did not require the Company to separately account for these features. The Company also concluded that no beneficial conversion feature existed upon the issuance date of each class of the Convertible Preferred Stock or as of December 31, 2021 and January 2022, when the Company completed its IPO. The holders of Convertible Preferred Stock had the followings rights and privileges: Conversion The holders of the Convertible Preferred Stock could convert, at any time, each share of the Convertible Preferred Stock into shares of common stock. In addition, upon either (a) the closing of the sale of shares of common stock to the public at a price of at least three times the Series A Original Issue Price (subject to adjustment) in an initial public offering with net proceeds to the Company of at least $ 50.0 million or (b) the written consent of the holders of the outstanding shares of Convertible Preferred Stock, the Convertible Preferred Stock will automatically convert into common stock. The conversion ratio of each series of the Convertible Preferred Stock was determined by dividing the Original Issuance Price of each series by the Conversion Price of each series. The Original Issuance Price per share was $ 2.547 for Series A convertible preferred stock and $ 3.5078 for Series B convertible preferred stock. The Conversion Price per share at issuance was $ 7.063 for Series A convertible preferred stock and $ 9.7278 for Series B convertible preferred stock, each subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization and other adjustments, including adjustment if common stock is issued for less than the Original Issue Price of each series of Convertible Preferred Stock. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Common Stock | 8. Common Stock Each share of common stock entitles the holder to one vote for each share of common stock held. Common stockholders are entitled to receive dividends, as may be declared by the Company’s Board. During each year ending December 31, 2022 and December 31, 2021, no dividends have been declared or paid. Initial Public Offering In January 2022, the Company completed its IPO of its common stock. In connection with its IPO, the Company issued and sold 7,000,000 shares of its common stock, at a price to the public of $ 14.00 per share. As a result of the IPO, the Company received $ 88.0 million in net proceeds, after deducting underwriting discounts and commissions and offering costs of $ 10.0 million. Upon the closing of the IPO, 54,179,688 shares of outstanding convertible preferred stock were automatically converted into 19,536,870 shares of common stock, after the effect of the one-for-2.7732 reverse stock split , with the related carrying value of $ 161.9 million reclassified to common stock and additional paid-in capital. In connection with the IPO, the Company amended and restated its certificate of incorporation to change the authorized capital stock to 150,000,000 shares designated as common stock and 10,000,000 shares designated as preferred stock, all with a par value of $ 0.0001 per share. Private Placement On August 12, 2022, the Company entered into a securities purchase agreement pursuant to which it agreed to issue and sell to certain existing and new accredited investors (collectively the "Investors"), in a private placement (the “Private Placement”), 7,293,084 shares of its common stock at a price of $ 7.30 per share and pre-funded warrants to purchase up to an aggregate of 2,980,889 shares of common stock at a purchase price of $ 7.2999 per pre-funded warrant, (representing the price of $ 7.30 per share minus $ 0.0001 per share exercise price of each such pre-funded warrant). The prefunded warrants are exercisable any time after their original issuance date and have no expiration date. The Private Placement closed on August 16, 2022 and the Company received gross proceeds of $ 75.0 million, before deducting offering expenses payable by the Company. The Company performed an analysis of the pre-funded warrants and concluded that they met all the criteria for permanent equity classification and as such were recorded in equity as additional paid in capital. Also on August 12, 2022, the Company entered into a registration rights agreement (the "Registration Rights Agreement") with the Investors, pursuant to which the Company agreed to register for resale the shares of common stock purchase by the Investors and the shares of common stock underlying the pre-funded warrants held by the Investors (the "Registerable Securities") on or prior to October 11, 2022. Pursuant to the Registration Rights Agreement, the Company filed a registration statement covering the resale of the Registrable Securities on September 30, 2022. Pre-funded Warrants In connection with the Private Placement, the Company has issued pre-funded warrants to purchase up to an aggregate of 2,980,889 shares of common stock at a purchase price of $ 7.2999 per pre-funded warrant. Each pre-funded warrant is exercisable for one share of common stock at an exercise price of $ 0.0001 per share of common stock, are immediately exercisable and remain exercisable until exercised in full. The pre-funded warrants have no expiration date and the price of the pre-funded warrants does not include any discounts. The Company evaluated the pre-funded warrants for liability or equity classification in accordance with the provisions of ASC Topic 480, Distinguishing Liabilities from Equity, and determined that equity treatment was appropriate because the pre-funded warrants did not meet the definition of liability instruments and met the criteria for permanent equity. As of December 31, 2022, no pre-funded warrants were exercised. The Company has reserved the following number of shares of common stock for the exercise of outstanding stock options and future issuance of stock-based awards. Year Ended December 31, 2022 Year Ended December 31, 2021 Common stock options 4,440,811 3,089,065 Pre-funded warrants 2,980,889 — Shares available for issuance under the 2020 Plan — 276,261 Shares available for issuance under the 2021 Plan 1,682,909 3,145,281 Shares available for issuance under the 2021 ESPP 286,127 286,127 Series A convertible preferred stock outstanding — 10,285,087 Series B convertible preferred stock outstanding — 9,251,793 Total common stock reserved for future issuance 9,390,736 26,333,614 |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 9. Net Loss per Share Basic and diluted net loss per common share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts): Year Ended December 31, 2022 Year Ended December 31, 2021 Numerator: Net loss attributable to common stockholders $ ( 68,305 ) $ ( 43,283 ) Denominator: Weighted-average common shares outstanding, basic and diluted 31,685,125 1,531,686 Net loss per share attributable to common stockholders, basic and diluted $ ( 2.16 ) $ ( 28.26 ) Basic and diluted weighted average shares of common stock outstanding for the year ended December 31, 2022 include the weighted average effect of outstanding pre-funded warrants for the purchase of shares of common stock for which the remaining unfunded exercise price is $ 0.0001 or less per share. The Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per common share as the effect would be to reduce the net loss per common share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per common share is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per common share for the periods indicated because including them would have had an anti-dilutive effect: Year Ended December 31, 2022 Year Ended December 31, 2021 Series A convertible preferred stock — 10,285,077 Series B convertible preferred stock — 9,251,793 Options to purchase common stock – service based 4,230,182 2,878,436 Options to purchase common stock – performance based 210,629 210,629 Unvested restricted common stock 83,013 141,610 Total 4,523,824 22,767,545 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The Company’s income tax provision was computed based on the federal statutory rate and the average state statutory rates, net of the related federal benefit. The Company did no t record a federal or state income tax provision or benefit during the years ended December 31, 2022 and December 31, 2021, respectively due to the pre-tax net losses incurred. In addition, the Company has recorded a full valuation allowance against its net deferred tax assets at December 31, 2022, and December 31, 2021. The Company’s effective income tax rate differs from the statutory federal income tax rate as follows for the years ended December 31, 2022 and December 31, 2021: December 31, December 31, Statutory U.S. federal rate 21.0 % 21.0 % State income taxes 6.1 % 6.1 % Other permanent differences ( 0.5 )% ( 0.6 )% Research and development credits 4.7 % 3.5 % Valuation allowance ( 31.3 )% ( 30.0 )% Effective Tax Rate — % — % Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred income tax assets and liabilities as of December 31, 2022 and 2021 are comprised of the following (in thousands): December 31, December 31, Deferred tax assets: Net operating loss carryforwards $ 18,648 $ 12,420 Research and development credits 4,786 1,592 Intangible assets 5,406 5,845 Start-up costs 85 92 Accruals and other 2,276 1,099 Capitalized R&D Expenses 11,048 — Total deferred tax assets 42,249 21,048 Less valuation allowance ( 42,176 ) ( 20,775 ) Total deferred tax assets, net of valuation allowance 73 273 Deferred tax liabilities: Depreciation ( 15 ) ( 7 ) Right-of-use asset ( 58 ) ( 266 ) Net deferred tax assets (liabilities) $ — $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the level of historical operating results and the uncertainty of the economic conditions, the Company has recorded a valuation allowance of $ 42.2 million and $ 20.8 million at December 31, 2022 and December 31, 2021, respectively. The Company has incurred net operating losses (“NOLs”) since inception. At December 31, 2022, the Company had federal NOLs of approximately $ 68.4 million and state NOLs of $ 67.7 million. At December 31, 2021, the Company had federal NOLs of approximately $ 45.6 million and state NOLs of $ 45.0 million. As a result of the Tax Act, for U.S. income tax purposes, NOLs generated for tax years beginning after December 31, 2017 carry forward indefinitely and can be used to offset taxable income. The total federal NOLs of $ 68.4 million as of December 31, 2022 will not expire. The state NOL carryover of $ 67.7 million will begin to expire in 2040 . Pursuant of Internal Revenue Code (“IRC”) Sections 382 and 383, annual use of the Company’s net operating loss and research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than 50 % occurs within a three-year period. The Company has not completed an ownership change analysis pursuant to IRC Section 382. If ownership changes within the meaning of IRC Section 382 are identified as having occurred, the amount of remaining tax attribute carryforwards available to offset future taxable income and income tax expense in future years may be significantly restricted or eliminated. Further, the Company’s deferred tax assets associated with such tax attributes could be significantly reduced upon realization of an ownership change within the meaning of IRC Section 382 that has occurred or may occur in the future. Any adjustment to the Company’s tax attributes as a result of an ownership change will result in a corresponding decrease to the valuation allowance recorded against the Company’s deferred tax assets. As of December 31, 2022, the Company also has federal and state tax research and development credit carryforwards of approximately $ 3.9 million and $ 1.2 million, respectively, to offset future income taxes, which will begin to expire in 2040 . As of December 31, 2021, the Company had federal and state tax research and development credit carryforwards of approximately $ 1.2 million and $ 0.5 million, respectively, to offset future income taxes. The Company’s valuation allowance increased by $ 21.4 million and $ 13.0 million during the years ended December 31, 2022 and December 31, 2021, respectively. This increase is due primarily to NOL carryforwards and the generation of an intangible asset. The Company has not incurred any material interest or penalties as of the current reporting date with respect to income tax matters. The Company does not expect that there will be unrecognized tax benefits of a significant nature that will increase or decrease within 12 months of the reporting date. The Company is subject to U.S. Federal income tax as well as income tax in Massachusetts and Maryland. Carryforward attributes that were generated in years where the statute of limitations is closed may still be adjusted upon examination by the Internal Revenue Service or other respective tax authority. The unrecognized tax benefit amounts are not reflected in the determination of the Company’s deferred tax assets. If recognized, no ne of these amounts would affect the Company’s effective tax rate, since it would be offset by an equal corresponding adjustment in the deferred tax asset valuation allowance. The Company assesses the uncertainty in its income tax positions to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For tax positions meeting the more-likely-than-not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon the ultimate settlement with the relevant taxing authority. As of December 31, 2022, the Company had no t recorded any reserves for uncertain tax positions or related interest and penalties. The Company files income tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. As of December 31, 2022, there were no pending tax examinations. No federal or state tax audits are currently in process. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 11. Leases In February 2021, the Company entered into an equipment lease with lease term of 24 months commencing in April 2021 . The lease includes an option to purchase the equipment at fair market value at the end of the lease term. In July 2021, the Company entered into a lease for laboratory space in Cambridge, Massachusetts, with an initial term of one year commencing in April 2021 , with a month-to-month option to renew at the end of the initial lease term (see Note 13). At inception, the Company determined that it was reasonably certain that it would elect options to renew the lease through September 2022 and have included these renewal options into the determination of the lease term. In 2022, the Company further extended the lease term through mid- February 2023 . In September 2021, the Company entered into a lease for laboratory and office space in Watertown, Massachusetts with an initial term of ten years , and a five-year renewal option at the end of the initial lease term . The monthly lease payment is approximately $ 0.2 million with annual escalation of approximately 3 %. The lease includes a $ 3.7 million construction allowance. The lease commenced in the first quarter of 2023 when the leased space was made available for the Company’s use. In October 2021, the Company entered into a lease for its corporate headquarters in Cambridge, Massachusetts with an initial term of 14 months. In 2022, the Company extended the lease through January 31, 2023 and terminated the lease as of January 31, 2023 due to the Company's move to Watertown as noted above. The monthly lease payment and security deposit were each approximately $ 49 thousand during the year ended December 31, 2022. The components of lease expense are as follows: Year Ended December 31, 2022 Year Ended December 31, 2021 Operating lease cost $ 960 $ 339 Short term lease cost 38 123 Variable lease cost 67 19 Finance lease cost: Amortization of right-to-use assets 21 13 Interest on lease liabilities 2 3 Total finance lease cost $ 23 $ 16 Supplemental cash flow information related to leases are as follows: Year Ended December 31, 2022 Year Ended December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ ( 937 ) $ ( 310 ) Operating cash flows from finance leases $ ( 2 ) $ ( 3 ) Financing cash flows from finance leases $ ( 43 ) $ ( 19 ) At December 31, 2022, the weighted-average remaining lease terms related to the finance and operating leases are 0.5 years and 0.2 years, respectively. As the Company’s operating leases did not provide an implicit rate, the Company used its incremental borrowing rate based on the information available in determining the present value of lease payments. The Company’s incremental borrowing rate was based on the term of the lease, the economic environment of the lease and reflect the rate the Company would have had to pay to borrow on a secured basis. The weighted-average discount rates used at the time that the leases were evaluated were 5.20 % for the finance leases and 6.31 % for the operating leases. Future minimum lease payments due under the Company’s operating and finance lease liabilities as of December 31, 2022 are as follows: Years ended December 31, Operating Financing 2023 154 23 2024 — — Total lease payments 154 23 Less: imputed interest ( 1 ) — Total future minimum lease payments $ 153 $ 23 The Watertown lease begins in January 2023 , as such, it has been excluded from the tables above. The minimum base rent payment under the Watertown lease ranges from $ 1.9 million annually and increasing to $ 2.1 million annually over the next 5 years. |
Related Party License Agreement
Related Party License Agreement | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party License Agreement | 12. Related Party License Agreement Amgen, Inc. In July 2020, the Company entered into an Exclusive License Agreement and Letter Agreement (collectively, the “Amgen Agreement”) with Amgen, pursuant to which the Company has been granted an exclusive, royalty-bearing sublicensable license to certain intellectual property rights owned or controlled by Amgen, to commercially develop, manufacture, use, distribute and sell therapeutic products containing compounds that bind to Triggering Receptor Expressed on Myeloid Cells 2 (“TREM2”). As initial consideration for the license, the Company made a one-time, non-creditable, non-refundable upfront payment of $ 0.5 million. As additional consideration for the license, the Company is required to pay Amgen up to $ 80.0 million in the aggregate upon the achievement of specified regulatory milestones for the first monoclonal antibody agonist of TREM2 agonist (“mAb”) product and the first small molecule TREM2 agonist product and aggregate milestone payments of up to $ 350.0 million upon the achievement of specific commercial milestones across all mAb products and small molecule products. No regulatory or commercial milestones have been achieved to date under the Amgen Agreement. The Company is also required to pay tiered royalties of low to mid single-digit percentages on annual net sales of the products covered by the license. In the event that the exploitation of a product is not covered by a valid claim within the licensed patent rights, then the royalty rate with respect to the net sales shall be subject to a customary reduction by a certain percentage. The royalty term will terminate on a country-by-country basis on the later of (i) the expiration date of the last valid claim within the licensed patent rights, and (ii) the tenth (10th) anniversary of the first commercial sale of such product in such country. Further, the Company was required to reimburse Amgen for amounts it paid to its contract manufacturers on the Company’s behalf. During the year ended December 31, 2021, the Company incurred $ 2.4 million in contract manufacturing costs. No additional costs were incurred during the year ended December 31, 2022. These costs are recognized as research and development expense over the period that the goods are provided, as applicable. In addition to the cash consideration described above, the Company agreed to issue Series A convertible preferred stock to Amgen in an amount equal to 25 % of the Company’s capital stock on a fully diluted basis (the “Related Party Antidilution Obligation”) until the Company has raised an aggregate of $ 45.0 million net cash proceeds from equity financings. The Company determined that the Related Party Antidilution Obligation was required to be recorded as a liability because it was a freestanding instrument that would require the Company to transfer assets to settle the obligation and it is indexed to an obligation to contingently redeem the Company’s equity shares. Accordingly, the Company recognized the liability at fair value on the acquisition date and recognized changes in the fair value of the anti-dilution rights at each subsequent reporting period until its settlement in May 2021, in the change in fair value of the Related Party Antidilution Obligation in the consolidated statements of operations and comprehensive loss (see Note 3). On September 18, 2020, the Company completed the first closing pursuant to the Series A Convertible Preferred Stock Purchase Agreement which triggered the Related Party Antidilution Obligation resulting in the issuance of 6,928,566 Series A convertible preferred stock to Amgen with a fair value of $ 17.5 million. On May 28, 2021, the Company completed the second closing pursuant to the Series A Convertible Preferred Stock Purchase Agreement which resulted in the Company raising net cash proceeds from financing activities in excess of the $ 45.0 million Related Party Antidilution Obligation cap. Amgen received an additional 1,963,093 Series A convertible preferred stock with a fair value of $ 5.1 million. Amounts paid with respect to goods provided by Amgen on the Company’s behalf under the Amgen Agreement are recognized as research and development expense as such amounts are incurred. For the years ended December 31, 2022 and December 31, 2021, the Company recognized $ 0 and $ 2.4 million, respectively, of expense in connection with goods provided by Amgen. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions Atlas The Company entered into various lease agreements with Atlas Venture Fund XII, L.P., or Atlas, a principal stockholder of the Company, and incurred lease costs of $ 0.3 million for the year ended December 31, 2022, and $ 0.3 million for the year ended December 31, 2021. The lease payments are included in general and administrative expenses for office space and research and development expenses for lab space in the consolidated statements of operations and comprehensive loss. The Company recorded an operating lease right-of-use asset and a lease liability for $ 39 thousand as of December 31, 2022. The right-of-use asset is included in operating lease right-of-use assets and the lease liability is included as an operating lease liability in the Company’s consolidated balance sheet as of December 31, 2022. In addition, as of December 31, 2021, the Company recognized $ 84 thousand in accrued expenses and as of December 31, 2022, the Company recognized $ 78 thousand in accrued expenses associated with the leases. In September 2021, the Company terminated its short-term related party office leases with Atlas. The effective termination date of the leases was in the fourth quarter of 2021. Effective February 2023, the Company terminated its operating related party lab lease with Atlas. Amgen, Inc. Under the Amgen Agreement, the Company was obligated to issue shares of Series A convertible preferred stock to Amgen, a principal stockholder of the Company. Additionally, in consideration for the rights assigned and license conveyed under the Amgen Agreement, Amgen received upfront consideration in the form of Series A convertible preferred stock, is entitled to receive milestone and royalty payments upon specified conditions and received payments from the Company for providing ongoing services under the agreement (see Note 12). Expenses to reimburse Amgen’s contract manufacturers incurred by the Company were $ 0 and $ 2.4 million during the years ended December 31, 2022 and December 31, 2021, respectively. These costs are included in research and development expenses in the consolidated statements of operations and comprehensive loss. The Company did no t have any amounts in accrued expenses and other current liabilities in the Company’s consolidated balance sheet as of December 31, 2022. As of December 31, 2021, $ 0.2 million was due to Amgen by the Company and was included in accrued expenses in the consolidated balance sheet. The Company did no t have any amounts in prepaid expenses and other current assets as of December 31, 2022 and December 31, 2021, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies License Agreement The Company entered into a license agreement with Amgen (see Note 12). Letter of Credit In September 2021, in connection with the Watertown, Massachusetts lease, the Company entered into a $ 0.9 million standby letter of credit which initially expired on September 10, 2022 and was renewed to expire on September 11, 2023 . The standby letter of credit will automatically renew for subsequent annual periods through December 2032 . Remittance of funds from the letter of credit was not probable and the full amount was available as of December 31, 2022. The Company did not recognize a liability in the consolidated balance sheet. Purchase Commitment In November 2021, the Company entered into a statement of work with FUJIFILM for $ 3.8 million under its existing master services agreement for the manufacturing of VGL101. If the Company terminates the statement of work before completion, it may be required to pay fees ranging from 0 % to 100 %. The amount due upon an early termination depends on the length of time prior to the commencement of specific stages of the statement of work. As of December 31, 2022, no significant work had begun. The statement of work is expected to be completed by November 2023 . Contingencies From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of business. The Company accrues a liability for such matters when it is probable that future expenses will be incurred and can be reasonably estimated. During the year ended December 31, 2022 and December 31, 2021, the Company was no t a party to any pending material litigation or other material legal proceedings. 401(k) Plan The Company has a defined-contribution plan under Section 401(k) of the Internal Revenue Code of 1986 (the “401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Company contributions are discretionary and contributions in the amount of $ 0.3 million and $ 0 were made during the years ended December 31, 2022 and 2021, respectively. Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, contract research organizations, business partners, and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its Board and certain of its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. The Company has not incurred any material costs as a result of such indemnifications and is not currently aware of any indemnification claims. Legal Proceedings The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, research and development expenses and related prepaid or accrued costs and the valuation of common stock, Related Party Antidilution Obligation (as defined in Note 12) and Series A Preferred Stock Tranche Obligation (as defined within this Note 2). The Company bases its estimates on historical experience, known trends and other market-specific or relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with a remaining maturity when purchased of three months or less to be cash equivalents. Cash equivalents are reported at fair value. At December 31, 2022 and December 31, 2021, the Company’s cash equivalents are in money market funds. As of each balance sheet date and periodically throughout the year, the Company has maintained balances in various operating accounts in excess of federally insured limits. In connection with the Company’s lease agreement entered into in September 2021 (see Note 11), the Company is required to maintain a certificate of deposit (“CD”) of $ 0.9 million for the benefit of the landlord. Cash, cash equivalents and restricted cash were comprised of the following (in thousands): December 31, December 31, Cash and cash equivalents $ 186,605 $ 91,420 Restricted cash, non-current 927 927 Total cash, cash equivalents and restricted cash $ 187,532 $ 92,347 |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds from the offering, either as a reduction of the carrying value of preferred stock or in stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs would be expensed immediately as a charge to operating expenses in the consolidated statement of operations and comprehensive loss. The Company had no deferred offering costs recorded as of December 31, 2022. As of December 31, 2021, the Company had deferred offering costs totaling $ 2.7 million in other assets in the consolidated balance sheet. |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents with high quality, accredited financial institutions and, accordingly, such funds are subject to minimal credit risk. The Company has no significant off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements. The Company is dependent on third-party organizations to manufacture and process its therapeutic candidates for its development programs. In particular, the Company relies on a single third-party contract manufacturer, Fujifilm Diosynth Biotechnologies U.S.A., Inc. and Fujifilm Diosynth Biotechnologies Texas, LLC (collectively, “FUJIFILM”), to produce clinical supply and process its current product candidate, VGL101 pursuant to the FUJIFILM agreement (see Note 12). The Company expects to continue to be dependent on a small number of manufacturers to supply it with its requirements for all products. The Company’s research and development programs, including any associated potential commercialization efforts, could be adversely affected by a significant interruption in the supply of the necessary materials. The Company is dependent on a limited number of third parties that provide license rights used by the Company in the development and potential commercialization of its therapeutic candidates and programs. From inception through December 31, 2022, the Company’s research and development programs primarily relate to rights conveyed by Amgen, Inc. (“Amgen”) (see Note 12). The Company could experience delays in the development and potential commercialization of its therapeutic candidates and programs if the Amgen license arrangement or any other license agreement utilized in the Company’s research and development activities is terminated, if the Company fails to meet the obligations required under its arrangements, or if the Company is unable to successfully secure new strategic alliances or licensing agreements. |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents, Related Party Antidilution Obligation and Series A Preferred Stock Tranche Obligation are carried at fair value, determined according to the fair value hierarchy described above (see Note 3). The carrying values of the Company’s accounts payable and accrued expenses approximate their fair values, due to the short-term nature of these liabilities. |
Research and Development Expenses | Research and Development Expenses Research and development expenses are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including amounts incurred under agreements with external vendors and consultants engaged to perform preclinical studies and to manufacture research and development materials for use in such studies, salaries and related personnel costs, stock-based compensation, consultant fees, and third-party license fees. Upfront payments under license agreements are expensed upon receipt of the license, and annual maintenance fees under license agreements are expensed over the maintenance period. Milestone payments under license agreements are accrued, with a corresponding expense being recognized, in the period in which the milestone is determined to be probable of achievement and the related amount is reasonably estimable. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed. |
Patent Costs | Patent Costs Costs to secure, defend and maintain patents, including those incurred in connection with filing and prosecuting patent applications, are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred for patent-related expenditures are classified as general and administrative expenses in the consolidated statements of operations and comprehensive loss. |
Accrued Research and Development Expenses | Accrued Research and Development Expenses The Company has entered into various research, development and manufacturing contracts with third-party service providers, including contract research organizations and contract manufacturing organizations. These agreements are generally cancelable. The Company recognizes research and development expense associated with such arrangements as the costs are incurred and records accruals for estimated ongoing research, development and manufacturing costs, where necessary. When billing terms under these contracts do not coincide with the timing of when the work is performed, the Company is required to make estimates of outstanding obligations to those third parties as of period end. Any accrual estimates are based on a number of factors, including the Company’s knowledge of the progress towards completion of the specific tasks to be performed, invoicing to date under the contracts, communication from the vendors of any actual costs incurred during the period that have not yet been invoiced and the costs included in the contracts. Significant judgments and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from the estimates made by the Company. The historical accrual estimates made by the Company have not been materially different from the actual costs. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. There was no difference between net loss and comprehensive loss for each of the periods presented in the consolidated financial statements. |
Stock-Based Compensation | Stock-Based Compensation The Company grants stock-based awards to employees, directors and non-employee consultants in the form of stock options to purchase shares of its common stock. The Company measures stock options with service-based vesting granted to employees, non-employees and directors based on the fair value of the award on the date of the grant using the Black-Scholes option-pricing model. The Company measures restricted common stock awards using the difference, if any, between the purchase price per share of the award and the fair value of the Company’s common stock at the date of the grant. Compensation expense for employee awards is recognized over the requisite service period, which is generally the vesting period of the award. Compensation expense for non-employee awards is recognized in the same manner as if the Company had paid cash in exchange for the goods or services, which is generally the vesting period of the award. The Company uses the straight-line method to record the expense of awards with service-based vesting conditions. For stock awards that have a performance condition, the Company recognizes compensation expense based on its assessment of the probability that the performance condition will be achieved, using an accelerated attribution model, over the explicit or implicit service period. The Company accounts for forfeitures as they occur. The Company classifies stock-based compensation expense in its statements of operations and comprehensive loss in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified. The Black-Scholes option-pricing model requires inputs based on certain subjective assumptions, which determine the fair value of stock-based awards, including the price, volatility of the underlying stock, the option’s expected term, the risk-free interest rate and expected dividends. The Company calculates the fair value of options granted by using the Black-Scholes option-pricing model with the following assumptions: Expected Volatility – Due to a lack of company-specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The historical volatility is calculated based on a period commensurate with the expected term assumption. Expected Term – The expected term of the Company’s options represents the period that the stock-based awards are expected to be outstanding. The Company uses the simplified method to calculate the expected term, as it does not have sufficient historical exercise data to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Risk-Free Interest Rate – The risk-free interest rate is based on yield from the United States Treasury zero-coupon bonds whose term is consistent with the expected term of the stock options. Dividend Yield – The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends. |
Classification and Accretion of Convertible Preferred Stock | Classification and Accretion of Convertible Preferred Stock The Company’s Series A convertible preferred stock and Series B convertible preferred stock (collectively, “Convertible Preferred Stock”) converted into 10,285,077 shares and 9,251,793 shares of common stock in January 2022 as part of the Company’s IPO (see Note 7). The Convertible Preferred Stock were classified outside of stockholders’ deficit in the consolidated balance sheets because the holders of such shares have liquidation rights in the event of a deemed liquidation that, in certain circumstances, were not solely within the control of the Company and would require the redemption of the then-outstanding Convertible Preferred Stock. The Company’s Convertible Preferred Stock were not redeemable, except in the event of a deemed liquidation (see Note 7). Because the occurrence of a deemed liquidation event was not probable while the Convertible Preferred Stock were outstanding, the carrying values of the Convertible Preferred Stock were not being accreted to their redemption values. Subsequent adjustments to the carrying values of the Convertible Preferred Stock would be made only when a deemed liquidation event becomes probable. The Company recorded the Series A convertible preferred stock at fair value upon issuance, net of the Series A Preferred Stock Tranche Obligation (see to Note 7 for details of the Series A Preferred Stock Tranche Obligation) and associated issuance costs. The Company recorded the Series B convertible preferred stock at fair value upon issuance, net of associated issuance costs. The Company’s Convertible Preferred Stock were subject to a non-cumulative dividend when, as and if declared by the Company’s board of directors (the “Board”). Since the issuance of the Company’s outstanding Convertible Preferred Stock, no dividends had been declared on any shares of Convertible Preferred Stock. |
Segment Information | Segment Information The Company manages its operations as a single segment for the purposes of assessing performance and allocating resources. The Company is focused on microglia biology to improve the lives of patients, caregivers, and families affected by rare and common neurodegenerative diseases through development of disease-modifying treatments that aim to restore the vigilance of microglia, the sentinel immune cells of the brain. The Company’s chief operating decision maker reviews the Company’s financial information on an aggregated basis for purposes of assessing performance and allocating resources. All assets are in the United States. The Company has not earned any revenue through December 31, 2022. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is recognized using the straight-line method over the estimated useful life of each asset. Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance that do no improve or extend the life of the respective assets are charged to expense in the period incurred. The following is the summary of property and equipment and related accumulated depreciation as of December 31, 2022 and 2021 (in thousands): Useful Life December 31, 2022 December 31, 2021 Computer software and equipment 3 years $ 16 $ 16 Furniture and fixtures 5 years 104 9 Lab equipment 5 years 192 192 Construction in progress 944 99 Total property and equipment 1,256 316 Less: accumulated depreciation ( 72 ) ( 15 ) Total property and equipment, net $ 1,184 $ 301 Depreciation expense was $ 57 thousand and $ 15 thousand during the years ended December 31, 2022 and 2021, respectively. Series A P |
Series A Preferred Stock Tranche Obligation | Series A P referred Stock Tranche Obligation The Company’s Series A Convertible Preferred Stock Purchase Agreement obligated the Series A investors to participate in a subsequent offering of Series A convertible preferred stock upon the achievement of specified development milestones by the Company. The Company classified this Series A Preferred Stock Tranche Obligation as a liability in its consolidated balance sheet (the “Series A Preferred Stock Tranche Obligation’’) as the preferred stock tranche right was a freestanding financial instrument that would require the Company to transfer assets upon exercise of the right. The Series A Preferred Stock Tranche Obligation was initially recorded at fair value upon the issuance date of the preferred stock tranche right and was subsequently remeasured to fair value at each reporting date until settled (see Note 3). Changes in fair value of the Series A Preferred Stock Tranche Obligation were recognized within change in fair value of the Series A Preferred Stock Tranche Obligation in the consolidated statement of operations and comprehensive loss. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist of property and equipment, operating lease and financing lease right-to-use assets. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. Impairment is measured based on the excess of the carrying value of the related assets over the fair value of such assets. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2022 and December 31, 2021. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income, and to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more likely than not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. The Company’s policy is to record estimated interest and penalties related to uncertain tax positions as a component of income tax expense. The Company had no amounts accrued for interest and penalties in its consolidated balance sheets as of December 31, 2022 and December 31, 2021. |
Leases | Leases In accordance with ASC 842, Leases , which the Company adopted at inception, the Company determines if an arrangement is or contains a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies leases at the lease commencement date as operating or finance leases and records a right-of-use asset and a lease liability on the consolidated balance sheet for all leases with an initial lease term of greater than 12 months. Leases with an initial term of 12 months or less are not recorded in the balance sheet, but payments are recognized as expense on a straight-line basis over the lease term. The Company has elected not to recognize leases with terms of 12 months or less. A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease: (i) there is a transfer of ownership of the leased asset to the Company by the end of the lease term, (ii) the Company holds an option to purchase the leased asset that it is reasonably certain to exercise, (iii) the lease term is for a major part of the remaining economic life of the leased asset, (iv) the present value of the sum of lease payments equals or exceeds substantially all of the fair value of the leased asset, or (v) the nature of the leased asset is specialized to the point that it is expected to provide the lessor no alternative use at the end of the lease term. All other leases are recorded as operating leases. The Company enters into contracts that contain both lease and non-lease components. Non-lease components may include maintenance, utilities, and other operating costs. The Company combines the lease and non-lease components of fixed costs in its lease arrangements as a single lease component. Variable costs, such as utilities or maintenance costs, are not included in the measurement of right-of-use assets and lease liabilities, but rather are expensed when the event determining the amount of variable consideration to be paid occurs. Finance and operating lease assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term using the discount rate implicit in the lease. If the rate implicit is not readily determinable, the Company utilizes an estimate of its incremental borrowing rate based upon the available information at the lease commencement date. Operating lease assets are further adjusted for prepaid or accrued lease payments. Operating lease payments are expensed using the straight-line method as an operating expense over the lease term. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Finance lease assets are amortized to depreciation expense using the straight-line method over the shorter of the useful life of the related asset or the lease term. Finance lease payments are bifurcated into (i) a portion that is recorded as imputed interest expense and (ii) a portion that reduces the finance liability associated with the lease. Certain of the Company’s leases include options to extend or terminate the lease. The amounts determined for the Company’s right-of-use assets and lease liabilities generally do not assume that renewal options or early-termination provisions, if any, are exercised, unless it is reasonably certain that the Company will exercise such options. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company follows the two-class method when computing net income (loss) per common share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per common share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considers its (i) convertible preferred stock and (ii) restricted stock during the periods they were outstanding (See Note 7) to be participating securities as, in the event a dividend is paid on common stock, the holders of these securities would be entitled to receive dividends on a basis consistent with the common stockholders. The Company also considers the shares issued upon the early exercise of stock options that are subject to repurchase to be participating securities because holders of such shares have non-forfeitable dividend rights in the event a dividend is paid on common stock. There is no allocation required under the two-class method during periods of loss since the participating securities do not have a contractual obligation to share in the losses of the Company. Basic net income (loss) per common share is computed by dividing the net income (loss) per common share by the weighted-average number of common shares outstanding for the period. Diluted net income (loss) per common share is computed by adjusting net income (loss) to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per common share is computed by dividing the diluted net loss by the weighted-average number of common shares outstanding for the period, including potential dilutive common shares. For purpose of this calculation, outstanding stock options, convertible preferred stock and unvested restricted common stock are considered potential dilutive common shares. In periods in which the Company reported a net loss, diluted net loss per common share was the same as basic net loss per common share, since dilutive common shares were not assumed to have been issued if their effect was anti-dilutive. The Company reported a net loss for the years ended December 31, 2022 and December 31, 2021. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. The Company qualifies as an ‘‘emerging growth company’’ as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to ‘‘opt out’’ of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and non-public companies, the Company can adopt the new or revised standard at the time non-public companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to ‘‘opt out’’ of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for non-public companies. In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which, among other things, provides guidance on how to account for contracts on an entity’s own equity. This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the ASU eliminated the need for the Company to assess whether a contract on the entity’s own equity (1) permits settlement in unregistered shares, (2) whether counterparty rights rank higher than shareholder’s rights, and (3) whether collateral is required. In addition, the ASU requires incremental disclosure related to contracts on the entity’s own equity and clarifies the treatment of certain financial instruments accounted for under this ASU on earnings per share. The ASU also simplifies the accounting for convertible instruments by removing the beneficial conversion feature and cash conversion feature separation models. This ASU may be applied on a full retrospective or modified retrospective basis. This ASU is effective for (i) smaller reporting companies for fiscal years beginning after December 15, 2023 and (ii) all other public entities for fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company expects to adopt this ASU in fiscal year 2023. The Company does not currently expect the adoption to materially impact its financial position and results of operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | Cash, cash equivalents and restricted cash were comprised of the following (in thousands): December 31, December 31, Cash and cash equivalents $ 186,605 $ 91,420 Restricted cash, non-current 927 927 Total cash, cash equivalents and restricted cash $ 187,532 $ 92,347 |
Summary of Property and Equipment and Related Accumulated Depreciation | The following is the summary of property and equipment and related accumulated depreciation as of December 31, 2022 and 2021 (in thousands): Useful Life December 31, 2022 December 31, 2021 Computer software and equipment 3 years $ 16 $ 16 Furniture and fixtures 5 years 104 9 Lab equipment 5 years 192 192 Construction in progress 944 99 Total property and equipment 1,256 316 Less: accumulated depreciation ( 72 ) ( 15 ) Total property and equipment, net $ 1,184 $ 301 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Schedule of Fair Value Hierarchy for Assets and Liabilities | The following table presents the Company’s fair value hierarchy for its assets and liabilities items that are measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2021, by level within the fair value hierarchy (in thousands): Fair Value Measurement at December 31, 2022 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents (money market) $ 156,219 $ — $ — $ 156,219 Restricted cash non-current 927 — — 927 $ 157,146 $ — $ — $ 157,146 Fair Value Measurement at December 31, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents (money market) $ 67,942 $ — $ — $ 67,942 Restricted cash non-current 927 — — 927 $ 68,869 $ — $ — $ 68,869 |
Rollforward of Changes in Fair Value of Financial Liabilities | The following table sets forth a rollforward of changes in the fair value of financial liabilities classified as Level 3 in the fair valued hierarchy (in thousands): Related Party Series A Total Ending balance at December 31, 2020 $ 4,247 $ 303 $ 4,550 Change in fair value 836 28 864 Reclassification of Series A preferred stock tranche obligation and related ( 5,083 ) ( 331 ) ( 5,414 ) Ending balance at May 1, 2021 $ — $ — $ — |
Related Party Antidilution Obligation | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Significant Unobservable Inputs Used in Valuation Model | The significant unobservable inputs used in the valuation model to measure the Related Party Antidilution Obligation that are categorized within Level 3 of the fair value hierarchy, as of March 31, 2021 and December 31, 2020 are as follows: March 31, December 31, Expected term (years) 0.59 0.83 Risk-free rate 0.05 % 0.15 % Probability of finance event occurring 90 % 85 % |
Prepaid Expense and Other Cur_2
Prepaid Expense and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, December 31, Research and development $ 6,670 $ 5,597 Construction related prepaid assets 3,769 — Business Insurance 133 107 Other 628 359 Total $ 11,200 $ 6,063 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, December 31, Payroll and employee related $ 3,512 $ 2,017 Research and development 2,894 1,422 Construction related 1,416 65 Professional fees 986 933 Deferred IPO — 543 Other 386 51 Total $ 9,194 $ 5,031 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Activity of Restricted Stock | The following table summarizes the activity of the Company’s restricted stock: December 31, Outstanding as of beginning of period 262,180 Granted — Forfeited/cancelled — Outstanding as of end of period 262,180 Vested during period 58,596 Outstanding unvested shares, expected to vest 83,013 Remaining weighted-average vesting period for unvested shares 1.33 years |
Summary of Stock-based Compensation Expense | Stock-based compensation expense was classified as follows in the consolidated statements of operations and comprehensive loss (in thousands): December 31, December 31, Research and development $ 2,258 $ 797 General and administrative 3,219 1,288 Total stock-based compensation $ 5,477 $ 2,085 |
Service-Based Stock Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Activity of Options to Purchase Common Stock | The following table summarizes the activity of the Company’s options to purchase common stock for the year ended December 31, 2022: Number of Weighted- Weighted- Weighted- Aggregate Outstanding as of December 31, 2021 2,878,436 $ 3.80 $ 4.71 9.38 $ 20,380 Granted 1,476,039 7.80 12.33 Exercised ( 65,431 ) 2.83 2.37 Forfeited ( 57,402 ) 4.68 6.61 Expired ( 1,460 ) 10.11 16.11 Outstanding as of December 31, 2022 4,230,182 $ 5.19 $ 7.38 7.64 $ 24,853 Vested and exercisable as of December 31, 2021 397,032 $ 3.02 $ 2.77 9.04 $ 3,580 Vested and exercisable as of December 31, 2022 1,352,958 $ 4.30 $ 5.58 6.88 $ 9,950 Vested and expected to vest as of December 31, 2021 2,878,436 $ 3.80 $ 4.71 9.38 $ 20,380 Vested and expected to vest as of December 31, 2022 4,230,182 $ 5.19 $ 7.38 7.64 $ 24,853 |
Summary of Assumptions on Weighted-Average Basis Used to Determine Fair Value of Stock Options | The following assumptions on a weighted-average basis were used to determine the fair value of stock options for the following periods: December 31, December 31, Weighted-average risk-free interest rate 2.2 % 1.0 % Weighted-average expected term (in years) 6.0 6.0 Expected volatility 69.8 % - 71.1 % 72.7 % - 80.2 % Expected dividend yield 0.0 % 0.0 % Fair value of common stock $ 2.37 - $ 16.13 $ 3.53 - $ 11.79 Weighted-average fair value $ 7.80 $ 4.23 |
Performance-Based Stock Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Activity of Options to Purchase Common Stock | The following table summarizes the activity of the Company’s performance-based options to purchase common stock for the year ended December 31, 2022: Number Weighted- Weighted- Weighted- Aggregate Outstanding as of December 31, 2021 210,629 $ 2.76 $ 1.89 8.88 $ 2,085 Granted — — — Exercised — — — Forfeited — — — Expired — — — Outstanding as of December 31, 2022 210,629 $ 2.76 $ 1.89 7.88 $ 2,235 Vested and exercisable as of December 31, 2021 19,780 $ 2.76 $ 1.89 8.88 $ 196 Vested and exercisable as of December 31, 2022 77,034 $ 2.76 $ 1.89 7.88 $ 817 Vested and expected to vest as of December 31, 2021 210,629 $ 2.76 $ 1.89 8.88 $ 2,085 Vested and expected to vest as of December 31, 2022 210,629 $ 2.76 $ 1.89 7.88 $ 2,235 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Reserved Number of Shares of Common Stock for Exercise of Outstanding Stock Options and Future Issuance of Stock-Based Awards | The Company has reserved the following number of shares of common stock for the exercise of outstanding stock options and future issuance of stock-based awards. Year Ended December 31, 2022 Year Ended December 31, 2021 Common stock options 4,440,811 3,089,065 Pre-funded warrants 2,980,889 — Shares available for issuance under the 2020 Plan — 276,261 Shares available for issuance under the 2021 Plan 1,682,909 3,145,281 Shares available for issuance under the 2021 ESPP 286,127 286,127 Series A convertible preferred stock outstanding — 10,285,087 Series B convertible preferred stock outstanding — 9,251,793 Total common stock reserved for future issuance 9,390,736 26,333,614 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Common Share Attributable to Common Stockholders | Basic and diluted net loss per common share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts): Year Ended December 31, 2022 Year Ended December 31, 2021 Numerator: Net loss attributable to common stockholders $ ( 68,305 ) $ ( 43,283 ) Denominator: Weighted-average common shares outstanding, basic and diluted 31,685,125 1,531,686 Net loss per share attributable to common stockholders, basic and diluted $ ( 2.16 ) $ ( 28.26 ) |
Summary of Dilutive Securities Excluded from Computation of Diluted Net Loss Per Common Share | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per common share for the periods indicated because including them would have had an anti-dilutive effect: Year Ended December 31, 2022 Year Ended December 31, 2021 Series A convertible preferred stock — 10,285,077 Series B convertible preferred stock — 9,251,793 Options to purchase common stock – service based 4,230,182 2,878,436 Options to purchase common stock – performance based 210,629 210,629 Unvested restricted common stock 83,013 141,610 Total 4,523,824 22,767,545 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Effective Income Tax Rate Differs from Statutory Federal Income Tax Rate | The Company’s effective income tax rate differs from the statutory federal income tax rate as follows for the years ended December 31, 2022 and December 31, 2021: December 31, December 31, Statutory U.S. federal rate 21.0 % 21.0 % State income taxes 6.1 % 6.1 % Other permanent differences ( 0.5 )% ( 0.6 )% Research and development credits 4.7 % 3.5 % Valuation allowance ( 31.3 )% ( 30.0 )% Effective Tax Rate — % — % |
Summary of Deferred Income Tax Assets and Liabilities | The Company’s deferred income tax assets and liabilities as of December 31, 2022 and 2021 are comprised of the following (in thousands): December 31, December 31, Deferred tax assets: Net operating loss carryforwards $ 18,648 $ 12,420 Research and development credits 4,786 1,592 Intangible assets 5,406 5,845 Start-up costs 85 92 Accruals and other 2,276 1,099 Capitalized R&D Expenses 11,048 — Total deferred tax assets 42,249 21,048 Less valuation allowance ( 42,176 ) ( 20,775 ) Total deferred tax assets, net of valuation allowance 73 273 Deferred tax liabilities: Depreciation ( 15 ) ( 7 ) Right-of-use asset ( 58 ) ( 266 ) Net deferred tax assets (liabilities) $ — $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease expense are as follows: Year Ended December 31, 2022 Year Ended December 31, 2021 Operating lease cost $ 960 $ 339 Short term lease cost 38 123 Variable lease cost 67 19 Finance lease cost: Amortization of right-to-use assets 21 13 Interest on lease liabilities 2 3 Total finance lease cost $ 23 $ 16 |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases are as follows: Year Ended December 31, 2022 Year Ended December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ ( 937 ) $ ( 310 ) Operating cash flows from finance leases $ ( 2 ) $ ( 3 ) Financing cash flows from finance leases $ ( 43 ) $ ( 19 ) |
Summary of Future Minimum Lease Payments Due under Operating and Finance Lease Liabilities | Future minimum lease payments due under the Company’s operating and finance lease liabilities as of December 31, 2022 are as follows: Years ended December 31, Operating Financing 2023 154 23 2024 — — Total lease payments 154 23 Less: imputed interest ( 1 ) — Total future minimum lease payments $ 153 $ 23 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Aug. 16, 2022 USD ($) | Aug. 12, 2022 USD ($) $ / shares shares | Dec. 30, 2021 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Class of Stock [Line Items] | |||||
Reverse stock split | one-for-2.7732 | ||||
Conversion ratio | 0.003605 | ||||
Cash and cash equivalents | $ 186,605 | $ 91,420 | |||
Accumulated deficit | 140,134 | $ 71,829 | |||
Net proceeds from issuance initial public offering | 88,000 | ||||
PIPE | |||||
Class of Stock [Line Items] | |||||
Common stock issued | shares | 7,293,084 | ||||
Common stock issued, price per share | $ / shares | $ 7.30 | ||||
Gross proceeds before deducting placement agent fees and other offering expenses | $ 75,000 | $ 75,000 | |||
Net proceeds from offering | $ 71,300 | ||||
PIPE | Pre-Funded Warrants | |||||
Class of Stock [Line Items] | |||||
Warrants issued to purchase common stock | shares | 2,980,889 | ||||
Share purchase price per pre funded warrant | $ / shares | $ 7.2999 | ||||
Warrants exercise price per share | $ / shares | $ 0.0001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Deferred offering costs | $ 0 | $ 2,700,000 | |
Depreciation expense on property and equipment | 57,000 | $ 15,000 | |
Common Stock | Initial Public Offering (IPO) | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Convertible Preferred stock converted to common stock | 19,536,870 | ||
Series A Preferred Stock | Common Stock | Initial Public Offering (IPO) | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Convertible Preferred stock converted to common stock | 10,285,077 | ||
Series B Preferred stock | Common Stock | Initial Public Offering (IPO) | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Convertible Preferred stock converted to common stock | 9,251,793 | ||
Certificate of Deposit | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Lease security deposit | $ 900,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 186,605 | $ 91,420 | |
Restricted cash | 927 | 927 | |
Total cash, cash equivalents and restricted cash | $ 187,532 | $ 92,347 | $ 24,151 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Property and Equipment and Related Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 1,256 | $ 316 |
Less: accumulated depreciation | (72) | (15) |
Total property and equipment, net | $ 1,184 | 301 |
Computer Software and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, useful life | 3 years | |
Total property and equipment | $ 16 | 16 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, useful life | 5 years | |
Total property and equipment | $ 104 | 9 |
Lab Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, useful life | 5 years | |
Total property and equipment | $ 192 | 192 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 944 | $ 99 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Hierarchy for Assets and Liabilities (Details) - Recurring Basis - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Assets, fair value | $ 157,146 | $ 68,869 |
Level 1 | ||
Assets: | ||
Assets, fair value | 157,146 | 68,869 |
Cash Equivalents (Money Market) | ||
Assets: | ||
Assets, fair value | 156,219 | 67,942 |
Cash Equivalents (Money Market) | Level 1 | ||
Assets: | ||
Assets, fair value | 156,219 | 67,942 |
Restricted Cash Non-Current | ||
Assets: | ||
Assets, fair value | 927 | 927 |
Restricted Cash Non-Current | Level 1 | ||
Assets: | ||
Assets, fair value | $ 927 | $ 927 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
May 28, 2021 | May 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liability related to the related party antidilution obligation | $ 4,200 | |||
Increase in fair value of related party antidilution obligations | $ 800 | |||
Series A Convertible Preferred Stock | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Issuance of convertible preferred stock, net of issuance costs, shares | 7,852,373 | |||
Issuance of convertible preferred stock, fair value | $ 19,879 | |||
Related Party Antidilution Obligation | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Excess of net cash proceeds from financing activities based on liability cap | $ 45,000 | |||
Related Party Antidilution Obligation | Series A Convertible Preferred Stock | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Issuance of convertible preferred stock, net of issuance costs, shares | 1,963,093 | |||
Issuance of convertible preferred stock, fair value | $ 5,100 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Significant Unobservable Inputs Used in Valuation Model (Details) - Related Party Antidilution Obligation - Level 3 - USD ($) | 1 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Expected Term (years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Alternative Investments Term | 7 months 2 days | 9 months 29 days |
Risk Free Rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Significant unobservable inputs | 0.0005 | 0.0015 |
Probability of Finance Event Occurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Significant unobservable inputs | 0.90 | 0.85 |
Fair Value Measurements - Rollf
Fair Value Measurements - Rollforward of Changes in Fair Value of Financial Liabilities (Details) $ in Thousands | 4 Months Ended |
May 01, 2021 USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 4,550 |
Change in fair value through the settlement date | $ 864 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change In Fair Value Of Series A Preferred Stock Tranche Obligation, Change In Fair Value Of The Related Party Antidilution Obligation |
Reclassification of Series A preferred stock tranche obligation and related party antidilution obligation upon settlement | $ (5,414) |
Related Party Antidilution Obligation | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 4,247 |
Change in fair value through the settlement date | $ 836 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change In Fair Value Of The Related Party Antidilution Obligation |
Reclassification of Series A preferred stock tranche obligation and related party antidilution obligation upon settlement | $ (5,083) |
Series A Preferred Stock Tranche Obligation | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 303 |
Change in fair value through the settlement date | $ 28 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change In Fair Value Of Series A Preferred Stock Tranche Obligation |
Reclassification of Series A preferred stock tranche obligation and related party antidilution obligation upon settlement | $ (331) |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Research and development | $ 6,670 | $ 5,597 |
Construction related prepaid assets | 3,769 | |
Business insurance | 133 | 107 |
Other | 628 | 359 |
Total | $ 11,200 | $ 6,063 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |||
Payroll and employee related | $ 3,512 | $ 2,017 | |
Research and development | 2,894 | 1,422 | |
Construction related | 1,416 | 65 | |
Professional fees | 986 | 933 | |
Deferred IPO | 543 | ||
Other | 386 | 51 | |
Total | [1] | $ 9,194 | $ 5,031 |
[1] Includes related party amounts of $ 78 (accrued expenses and other current liabilities) at December 31, 2022; $ 221 (accrued expenses and other current liabilities) at December 31, 2021 (see Note 13). |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jan. 01, 2023 | Mar. 31, 2022 | Jan. 05, 2022 | Aug. 12, 2021 | Jun. 04, 2021 | Nov. 30, 2021 | Jul. 31, 2021 | Jul. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Total common stock reserved for future issuance | 9,390,736 | 26,333,614 | |||||||||
Aggregate number of shares of common stock reserved for issuance | 9,390,736 | 26,333,614 | |||||||||
Stock-based compensation | $ 5,477,000 | $ 2,085,000 | |||||||||
Service-Based Stock Options | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Expiration period | 10 years | ||||||||||
Terms of award | Options vest either (i) 25% at the one-year anniversary followed by 36 equal monthly installments beginning one month after the one-year anniversary of the vesting start date, (ii) 48 monthly installments beginning one month after the vesting start date, (iii) 36 equal monthly installments beginning one month after the vesting start date, (iv) 4 equal quarterly installments, or (v) 100% vesting at the one-year anniversary of the vesting start date. | ||||||||||
Options exercised | 65,431 | ||||||||||
Number of options outstanding | 4,230,182 | 2,878,436 | |||||||||
Aggregate intrinsic value of options exercised | $ 600,000 | $ 20,000 | |||||||||
Number of Shares, Granted | 1,476,039 | ||||||||||
Total fair value of options vested | $ 4,800,000 | 1,200,000 | |||||||||
Unrecognized stock-based compensation expense related to stock options not recognized | $ 15,300,000 | $ 9,200,000 | |||||||||
Unrecognized stock-based compensation expense period of recognition | 2 years 7 months 13 days | 3 years 4 months 6 days | |||||||||
Service-Based Stock Options | Maximum | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Award vesting period | 48 months | ||||||||||
Service-Based Stock Options | Minimum | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Award vesting period | 12 months | ||||||||||
Options | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Total common stock reserved for future issuance | 4,440,811 | 3,089,065 | |||||||||
Aggregate number of shares of common stock reserved for issuance | 4,440,811 | 3,089,065 | |||||||||
Performance-Based Stock Options | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Options exercised | 0 | 18,390 | |||||||||
Number of options outstanding | 210,629 | 210,629 | |||||||||
Aggregate intrinsic value of options exercised | $ 200,000 | ||||||||||
Number of Shares, Granted | 229,019 | 0 | 0 | ||||||||
Total fair value of options vested | $ 158,000 | $ 105,000 | |||||||||
Award vesting period | 48 months | ||||||||||
Unrecognized stock-based compensation expense related to stock options not recognized | $ 100,000 | $ 300,000 | |||||||||
Unrecognized stock-based compensation expense period of recognition | 1 year 2 months 12 days | 3 years 3 months 25 days | |||||||||
Restricted Stock | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Number of shares granted | 306,503 | ||||||||||
Award vesting terms | vest in 48 equal monthly installments commencing on the one-month anniversary of the vesting commencement date. | ||||||||||
Award vesting period | 48 months | ||||||||||
Grace period before irrevocable repurchase option of shares granted | 120 days | ||||||||||
Share repurchase price per share | $ 0.0003 | ||||||||||
Shares repurchased | 22,537 | 21,786 | |||||||||
Remaining number of shares to be repurchased of grantee | 13,522 | 14,273 | |||||||||
Unrecognized stock-based compensation expense related to restricted stock not recognized | $ 200,000 | $ 300,000 | |||||||||
Unrecognized stock-based compensation expense period of recognition | 1 year 3 months 29 days | 2 years 3 months 29 days | |||||||||
2020 Equity Incentive Plan | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Common stock authorized | 3,385,720 | 2,123,640 | 1,499,040 | ||||||||
Increase in common stock reserved | 1,262,080 | 624,600 | |||||||||
Total common stock reserved for future issuance | 276,261 | ||||||||||
Aggregate number of shares of common stock reserved for issuance | 276,261 | ||||||||||
Number of shares issued | 1,873,800 | ||||||||||
Number of stock options available | 6,370,922 | 4,497,122 | |||||||||
Number of options outstanding | 2,978,439 | ||||||||||
2021 Stock Option and Incentive Plan | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Total common stock reserved for future issuance | 3,145,281 | 1,682,909 | 3,145,281 | ||||||||
Aggregate number of shares of common stock reserved for issuance | 3,145,281 | 1,682,909 | 3,145,281 | ||||||||
Number of shares issued | 802,145 | ||||||||||
Percentage of cumulative number of shares issued and outstanding | 5% | ||||||||||
Number of options outstanding | 1,462,372 | ||||||||||
2021 Stock Option and Incentive Plan | Subsequent Event | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Increase in common stock reserved | 1,781,017 | ||||||||||
2021 Employee Stock Purchase Plan | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Total common stock reserved for future issuance | 286,127 | 286,127 | 286,127 | ||||||||
Aggregate number of shares of common stock reserved for issuance | 286,127 | 286,127 | 286,127 | ||||||||
Percentage of cumulative number of shares issued and outstanding | 1% | ||||||||||
Stock-based compensation | $ 0 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Activity of Options to Purchase Common Stock (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Service-Based Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Outstanding | 2,878,436 | ||
Number of Shares, Granted | 1,476,039 | ||
Number of Shares, Exercised | (65,431) | ||
Number of Shares, Forfeited | (57,402) | ||
Number of Shares, Expired | (1,460) | ||
Number of Shares, Outstanding | 4,230,182 | 2,878,436 | |
Number of Shares, Vested and exercisable | 1,352,958 | 397,032 | |
Number of Shares, Vested and expected to vest | 4,230,182 | 2,878,436 | |
Weighted-Average Grant Date Fair Value, Outstanding | $ 3.80 | ||
Weighted-Average Grant Date Fair Value, Granted | 7.80 | ||
Weighted-Average Grant Date Fair Value, Exercised | 2.83 | ||
Weighted-Average Grant Date Fair Value, Forfeited | 4.68 | ||
Weighted-Average Grant Date Fair Value, Expired | 10.11 | ||
Weighted-Average Grant Date Fair Value, Outstanding | 5.19 | $ 3.80 | |
Weighted-Average Grant Date Fair Value, Vested and exercisable | 4.30 | 3.02 | |
Weighted-Average Grant Date Fair Value, Vested and expected to vest | 5.19 | 3.80 | |
Weighted-Average Exercise Price Per Share, Outstanding | 4.71 | ||
Weighted-Average Exercise Price Per Share, Granted | 12.33 | ||
Weighted-Average Exercise Price Per Share, Exercised | 2.37 | ||
Weighted-Average Exercise Price Per Share, Forfeited | 6.61 | ||
Weighted-Average Exercise Price Per Share, Expired | 16.11 | ||
Weighted-Average Exercise Price Per Share, Outstanding | 7.38 | 4.71 | |
Weighted-Average Exercise Price Per Share, Vested and exercisable | 5.58 | 2.77 | |
Weighted-Average Exercise Price Per Share, Vested and expected to vest | $ 7.38 | $ 4.71 | |
Weighted-Average Remaining Contractual Term, Outstanding | 7 years 7 months 20 days | 9 years 4 months 17 days | |
Weighted-Average Remaining Contractual Term, Vested and exercisable | 6 years 10 months 17 days | 9 years 14 days | |
Weighted-Average Remaining Contractual Term, Vested and expected to vest | 7 years 7 months 20 days | 9 years 4 months 17 days | |
Aggregate Intrinsic Value, Outstanding | $ 24,853 | $ 20,380 | |
Aggregate Intrinsic Value, Vested and exercisable | 9,950 | 3,580 | |
Aggregate Intrinsic Value, Vested and expected to vest | $ 24,853 | $ 20,380 | |
Performance-Based Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Outstanding | 210,629 | ||
Number of Shares, Granted | 229,019 | 0 | 0 |
Number of Shares, Exercised | 0 | (18,390) | |
Number of Shares, Outstanding | 210,629 | 210,629 | |
Number of Shares, Vested and exercisable | 77,034 | 19,780 | |
Number of Shares, Vested and expected to vest | 210,629 | 210,629 | |
Weighted-Average Grant Date Fair Value, Outstanding | $ 2.76 | ||
Weighted-Average Grant Date Fair Value, Outstanding | 2.76 | $ 2.76 | |
Weighted-Average Grant Date Fair Value, Vested and exercisable | 2.76 | 2.76 | |
Weighted-Average Grant Date Fair Value, Vested and expected to vest | 2.76 | 2.76 | |
Weighted-Average Exercise Price Per Share, Outstanding | 1.89 | ||
Weighted-Average Exercise Price Per Share, Outstanding | 1.89 | 1.89 | |
Weighted-Average Exercise Price Per Share, Vested and exercisable | 1.89 | 1.89 | |
Weighted-Average Exercise Price Per Share, Vested and expected to vest | $ 1.89 | $ 1.89 | |
Weighted-Average Remaining Contractual Term, Outstanding | 7 years 10 months 17 days | 8 years 10 months 17 days | |
Weighted-Average Remaining Contractual Term, Vested and exercisable | 7 years 10 months 17 days | 8 years 10 months 17 days | |
Weighted-Average Remaining Contractual Term, Vested and expected to vest | 7 years 10 months 17 days | 8 years 10 months 17 days | |
Aggregate Intrinsic Value, Outstanding | $ 2,235 | $ 2,085 | |
Aggregate Intrinsic Value, Vested and exercisable | 817 | 196 | |
Aggregate Intrinsic Value, Vested and expected to vest | $ 2,235 | $ 2,085 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Assumptions on Weighted-Average Basis Used to Determine Fair Value of Stock Options (Details) - Stock Option Valuation - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted-average risk-free interest rate | 2.20% | 1% |
Weighted-average expected term (in years) | 6 years | 6 years |
Expected volatility, Minimum | 69.80% | 72.70% |
Expected volatility, Maximum | 71.10% | 80.20% |
Expected dividend yield | 0% | 0% |
Stock-based compensation fair value assumptions, expected dividend yield | 0% | 0% |
Weighted-average fair value | $ 7.80 | $ 4.23 |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value of common stock | 16.13 | 11.79 |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value of common stock | $ 2.37 | $ 3.53 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Activity of Restricted Stock (Details) - Restricted Stock - shares | 1 Months Ended | 12 Months Ended |
Jul. 31, 2020 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Outstanding as of beginning of period | 262,180 | |
Granted | 306,503 | |
Outstanding as of end of period | 262,180 | |
Vested during period | 58,596 | |
Outstanding unvested shares, expected to vest | 83,013 | |
Remaining weighted-average vesting period for unvested shares | 1 year 3 months 29 days |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $ 5,477 | $ 2,085 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | 2,258 | 797 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $ 3,219 | $ 1,288 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Aug. 13, 2021 | May 28, 2021 | Sep. 18, 2020 | Jan. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
Class Of Stock [Line Items] | ||||||||
Gross proceeds from issuance of preferred stock | $ 89,872 | |||||||
Net proceeds from issuance initial public offering | $ 88,000 | |||||||
Initial Public Offering (IPO) | ||||||||
Class Of Stock [Line Items] | ||||||||
Issuance Price per share | $ 14 | |||||||
Common Stock | Initial Public Offering (IPO) | ||||||||
Class Of Stock [Line Items] | ||||||||
Convertible Preferred stock converted to common stock | 19,536,870 | |||||||
Series A Convertible Preferred Stock Purchase Agreement | Maximum | ||||||||
Class Of Stock [Line Items] | ||||||||
Temporary equity, shares issued | 7,852,373 | |||||||
Series A Convertible Preferred Stock Purchase Agreement | Research and Development | ||||||||
Class Of Stock [Line Items] | ||||||||
Purchase price per share | $ 2.547 | |||||||
Series A Convertible Preferred Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Purchase an aggregate shares | $ 50,000 | |||||||
Temporary equity, shares issued | 7,852,373 | 9,815,467 | ||||||
Purchase price per share | $ 2.547 | $ 2.547 | ||||||
Issuance Price per share | $ 2.547 | |||||||
Gross proceeds from issuance of preferred stock | $ 20,000 | $ 25,000 | ||||||
Issuance costs | 100 | |||||||
Preferred stock conversion price per share | 7.063 | |||||||
Series A Preferred Stock Tranche Obligation | ||||||||
Class Of Stock [Line Items] | ||||||||
Issuance costs | $ 300 | 200 | ||||||
Preferred stock tranche obligation classified as liability and recorded at fair value | $ 300 | |||||||
Series B Convertible Preferred Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Temporary equity, shares issued | 25,657,096 | |||||||
Purchase price per share | $ 3.5078 | |||||||
Issuance Price per share | 3.5078 | |||||||
Gross proceeds from issuance of preferred stock | $ 90,000 | |||||||
Issuance costs | $ 400 | |||||||
Preferred stock conversion price per share | $ 9.7278 | |||||||
Convertible Preferred Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Net proceeds from issuance initial public offering | $ 50,000 | |||||||
Series A Preferred Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Temporary equity, shares issued | 0 | 28,522,592 | ||||||
Purchase price per share | $ 0.0001 | $ 0.0001 | ||||||
Issuance costs | $ 200 | |||||||
Series A Preferred Stock | Common Stock | Initial Public Offering (IPO) | ||||||||
Class Of Stock [Line Items] | ||||||||
Convertible Preferred stock converted to common stock | 10,285,077 | |||||||
Series B Preferred stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Temporary equity, shares issued | 0 | 25,657,096 | ||||||
Purchase price per share | $ 0.0001 | $ 0.0001 | ||||||
Series B Preferred stock | Common Stock | Initial Public Offering (IPO) | ||||||||
Class Of Stock [Line Items] | ||||||||
Convertible Preferred stock converted to common stock | 9,251,793 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||||
Aug. 16, 2022 USD ($) | Aug. 12, 2022 USD ($) $ / shares shares | Dec. 30, 2021 | Jan. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | |
Class of Stock [Line Items] | |||||||
Common stock, voting rights | Each share of common stock entitles the holder to one vote for each share of common stock held. | ||||||
Common stock dividend declared | $ | $ 0 | $ 0 | |||||
Net proceeds from issuance of common stock | $ | $ 50,594,000 | ||||||
Reverse stock split | one-for-2.7732 | ||||||
Conversion ratio | 0.003605 | ||||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | 72,000,000 | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 0 | ||||
Common stock, par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, par or stated value per share | $ / shares | $ 0.001 | $ 0.001 | |||||
Pre-Funded Warrants | |||||||
Class of Stock [Line Items] | |||||||
Warrants exercised | 0 | ||||||
Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Temporary equity, shares outstanding | 54,179,688 | 18,707,126 | |||||
Convertible preferred stock | $ | $ 161,939,000 | $ 47,034,000 | |||||
Initial Public Offering (IPO) | |||||||
Class of Stock [Line Items] | |||||||
Common stock issued | 7,000,000 | ||||||
Common stock issued, price per share | $ / shares | $ 14 | ||||||
Net proceeds from issuance of common stock | $ | $ 88,000,000 | ||||||
Underwriting discounts and commissions and offering costs | $ | $ 10,000,000 | ||||||
Preferred stock, par or stated value per share | $ / shares | $ 0.0001 | ||||||
Initial Public Offering (IPO) | Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock issued | 7,000,000 | ||||||
Convertible Preferred stock converted to common stock | 19,536,870 | ||||||
Reverse stock split | one-for-2.7732 | ||||||
Conversion ratio | 0.003605 | ||||||
Initial Public Offering (IPO) | Common Stock and Additional Paid-in Capital | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock | $ | $ 161,900,000 | ||||||
Initial Public Offering (IPO) | Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Temporary equity, shares outstanding | 54,179,688 | ||||||
Private Placement | |||||||
Class of Stock [Line Items] | |||||||
Common stock issued | 7,293,084 | ||||||
Common stock issued, price per share | $ / shares | $ 7.30 | ||||||
Gross proceeds before deducting offering expenses | $ | $ 75,000,000 | $ 75,000,000 | |||||
Private Placement | Pre-Funded Warrants | |||||||
Class of Stock [Line Items] | |||||||
Warrants issued to purchase common stock | 2,980,889 | ||||||
Share purchase price per pre funded warrant | $ / shares | $ 7.2999 | ||||||
Warrants exercise price per share | $ / shares | $ 0.0001 | ||||||
Private Placement | Pre-Funded Warrants | Maximum | |||||||
Class of Stock [Line Items] | |||||||
Warrants issued to purchase common stock | 2,980,889 |
Common Stock - Schedule of Rese
Common Stock - Schedule of Reserved Number of Shares of Common Stock for Exercise of Outstanding Stock Options and Future Issuance of Stock-Based Awards (Details) - shares | Dec. 31, 2022 | Jan. 05, 2022 | Dec. 31, 2021 |
Class Of Stock [Line Items] | |||
Total common stock reserved for future issuance | 9,390,736 | 26,333,614 | |
Series A Convertible Preferred Stock | |||
Class Of Stock [Line Items] | |||
Total common stock reserved for future issuance | 10,285,087 | ||
Series B Convertible Preferred Stock | |||
Class Of Stock [Line Items] | |||
Total common stock reserved for future issuance | 9,251,793 | ||
Shares Available for Issuance Under the 2020 Plan | |||
Class Of Stock [Line Items] | |||
Total common stock reserved for future issuance | 276,261 | ||
Shares Available for Issuance Under the 2021 Plan | |||
Class Of Stock [Line Items] | |||
Total common stock reserved for future issuance | 1,682,909 | 3,145,281 | 3,145,281 |
Shares Available for Issuance Under the 2021 ESPP | |||
Class Of Stock [Line Items] | |||
Total common stock reserved for future issuance | 286,127 | 286,127 | 286,127 |
Pre-Funded Warrants | |||
Class Of Stock [Line Items] | |||
Total common stock reserved for future issuance | 2,980,889 | ||
Common Stock Options | |||
Class Of Stock [Line Items] | |||
Total common stock reserved for future issuance | 4,440,811 | 3,089,065 |
Net Loss per Share - Summary of
Net Loss per Share - Summary of Basic and Diluted Net Loss Per Common Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net loss attributable to common stockholders | $ (68,305) | $ (43,283) |
Denominator: | ||
Weighted-average common shares outstanding, basic | 31,685,125 | 1,531,686 |
Weighted-average common shares outstanding, diluted | 31,685,125 | 1,531,686 |
Net loss per share attributable to common stockholders, basic | $ (2.16) | $ (28.26) |
Net loss per share attributable to common stockholders, diluted | $ (2.16) | $ (28.26) |
Net Loss per Share - Additional
Net Loss per Share - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Earnings Per Share [Abstract] | |
Pre-funded warrants remaining unfunded exercise price | $ 0.0001 |
Net Loss per Share - Summary _2
Net Loss per Share - Summary of Dilutive Securities Excluded from Computation of Diluted Net Loss Per Common Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 4,523,824 | 22,767,545 |
Series A Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 10,285,077 | |
Series B Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 9,251,793 | |
Options to Purchase Common Stock – Service Based | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 4,230,182 | 2,878,436 |
Options to Purchase Common Stock – Performance Based | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 210,629 | 210,629 |
Unvested Restricted Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 83,013 | 141,610 |
Income Taxes - Summary of Effec
Income Taxes - Summary of Effective Income Tax Rate Differs from Statutory Federal Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. federal rate | 21% | 21% |
State income taxes | 6.10% | 6.10% |
Other permanent differences | (0.50%) | (0.60%) |
Research and development credits | 4.70% | 3.50% |
Valuation allowance | (31.30%) | (30.00%) |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 18,648 | $ 12,420 |
Research and development credits | 4,786 | 1,592 |
Intangible assets | 5,406 | 5,845 |
Start-up costs | 85 | 92 |
Accruals and other | 2,276 | 1,099 |
Capitalized R&D Expenses | 11,048 | |
Total deferred tax assets | 42,249 | 21,048 |
Less valuation allowance | (42,176) | (20,775) |
Total deferred tax assets, net of valuation allowance | 73 | 273 |
Deferred tax liabilities: | ||
Depreciation | (15) | (7) |
Right-of-use asset | $ (58) | $ (266) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax provision or (benefit) | $ 0 | $ 0 |
Valuation allowance | $ 42,176,000 | 20,775,000 |
Cumulative change in ownership percentage | 50% | |
Period for cumulative change in ownership | 3 years | |
Research and development credit carryforwards expiration start year | 2040 | |
Increase in valuation allowance | $ 21,400,000 | 13,000,000 |
Unrecognized tax benefits, that would impact effective tax rate | 0 | |
Unrecognized tax positions, interest and penalties | 0 | |
Pending tax examinations | 0 | |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 68,400,000 | 45,600,000 |
Research and development credit carryforwards | 3,900,000 | 1,200,000 |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 67,700,000 | 45,000,000 |
Net operating loss carryforwards expiration start year | 2040 | |
Research and development credit carryforwards | $ 1,200,000 | $ 500,000 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jan. 31, 2023 | Sep. 30, 2021 | Jul. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2022 | Oct. 31, 2021 | |
Lessee Lease Description [Line Items] | ||||||
Finance lease, weighted-average remaining lease term | 6 months | |||||
Operating lease, weighted-average remaining lease term | 2 months 12 days | |||||
Finance lease, weighted-average discount rate | 5.20% | |||||
Operating lease, weighted-average discount rate | 6.31% | |||||
Equipment Lease | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease term | 24 months | |||||
Operating lease commencement month and year | 2021-04 | |||||
Laboratory Space | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease term | 1 year | |||||
Operating lease commencement month and year | 2021-04 | |||||
Operating lease, option to extend | At inception, the Company determined that it was reasonably certain that it would elect options to renew the lease through September 2022 and have included these renewal options into the determination of the lease term. In 2022, the Company further extended the lease term through mid-February 2023. | |||||
Operating lease, existence of option to extend [true false] | true | |||||
Lease expiration date | Feb. 15, 2023 | |||||
Laboratory and Office Space | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease term | 10 years | |||||
Operating lease, option to extend | five-year renewal option at the end of the initial lease term | |||||
Operating lease, existence of option to extend [true false] | true | |||||
Operating lease renewal term | 5 years | |||||
Lease monthly payment | $ 200 | |||||
Percentage of annual escalation | 3% | |||||
Lease construction allowance | $ 3,700 | |||||
Operating lease commencement year | 2023 | |||||
Laboratory and Office Space | Subsequent Event | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease term | 5 years | |||||
Operating lease commencement month and year | 2023-01 | |||||
Lease annual payments | $ 1,900 | |||||
Lease increased annual payments | $ 2,100 | |||||
Corporate Headquarters | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease term | 14 months | |||||
Operating lease, option to extend | extended the lease through January 31, 2023 | |||||
Operating lease, existence of option to extend [true false] | true | |||||
Lease expiration date | Jan. 31, 2023 | |||||
Lease security deposit | $ 49 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 960 | $ 339 |
Short term lease cost | 38 | 123 |
Variable Lease, Cost | 67 | 19 |
Finance lease cost: | ||
Amortization of right-to-use assets | 21 | 13 |
Interest on lease liabilities | 2 | 3 |
Finance lease cost | $ 23 | $ 16 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ (937) | $ (310) |
Operating cash flows from finance leases | (2) | (3) |
Financing cash flows from finance leases | $ (43) | $ (19) |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments Due under Operating and Finance Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating Leases, 2023 | $ 154 | |
Operating Leases, Total lease payments | 154 | |
Operating Leases, Less: imputed interest | (1) | |
Operating Leases, Total future minimum lease payments | 153 | $ 830 |
Financing leases, 2023 | 23 | |
Financing Lease, Total lease payments | 23 | |
Financing leases, Total future minimum lease payments | $ 23 | $ 43 |
Related Party License Agreeme_2
Related Party License Agreement - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
May 28, 2021 | Sep. 18, 2020 | Jul. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Net cash proceeds from financing activities | $ 161,255,000 | $ 107,747,000 | |||
Amgen Agreement | |||||
Related Party Transaction [Line Items] | |||||
Contract manufacturing costs | 0 | 2,400,000 | |||
Amgen, Inc. | Research and Development | |||||
Related Party Transaction [Line Items] | |||||
Expense in connection with goods provided | $ 0 | $ 2,400,000 | |||
Amgen, Inc. | Series A Convertible Preferred Stock | |||||
Related Party Transaction [Line Items] | |||||
Percentage of capital stock to issue temporary equity | 25% | ||||
Proceeds from equity financings | $ 45,000,000 | ||||
Issuance of convertible preference shares | 1,963,093 | 6,928,566 | |||
Issuance of convertible preferred stock with fair value | $ 5,100,000 | $ 17,500,000 | |||
Net cash proceeds from financing activities | $ 45,000,000 | ||||
Amgen, Inc. | Amgen Agreement | |||||
Related Party Transaction [Line Items] | |||||
Upfront consideration for license arrangement | 500,000 | ||||
Additional maximum consideration for license agreement upon achievement of specified regulatory milestones | 80,000,000 | ||||
Maximum aggregate milestone payments upon achievement of specific commercial milestones across all mab products | $ 350,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Operating lease right-of-use assets | $ 141,000 | $ 882,000 |
Operating lease liabilities | 153,000 | 830,000 |
Prepaid expenses and other current assets | 11,200,000 | 6,063,000 |
Atlas Venture Fund XII, LP | ||
Related Party Transaction [Line Items] | ||
Lease, Cost | 300,000 | 300,000 |
Operating lease right-of-use assets | 39,000 | |
Operating lease liabilities | 39,000 | |
Accrued expenses, related parties | 78,000 | 84,000 |
Amgen, Inc. | ||
Related Party Transaction [Line Items] | ||
Accrued expenses and other current liabilities | 0 | |
Related party transactions, expenses incurred | 0 | 2,400,000 |
Due to related party amounts | 200,000 | |
Prepaid expenses and other current assets | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) Litigation | Dec. 31, 2021 USD ($) Litigation | |
Loss Contingencies [Line Items] | ||||
Number of pending material litigation or other material legal proceedings | Litigation | 0 | 0 | ||
Discretionary and contributions amount | $ 300,000 | $ 0 | ||
Standby Letter of Credit | ||||
Loss Contingencies [Line Items] | ||||
Letter of credit | $ 900,000 | |||
Letter of credit expiration date | Sep. 10, 2022 | |||
Renewed to expire date | Sep. 11, 2023 | |||
Letter of credit renewal period | 2032-12 | |||
FUJIFILM Diosynth Biotechnologies Texas, LLC | ||||
Loss Contingencies [Line Items] | ||||
Purchase commitment fee | $ 3,800,000 | |||
Purchase commitment statement of work expected completion period | 2023-11 | |||
FUJIFILM Diosynth Biotechnologies Texas, LLC | Minimum | ||||
Loss Contingencies [Line Items] | ||||
Purchase commitment fee percentage | 0% | |||
FUJIFILM Diosynth Biotechnologies Texas, LLC | Maximum | ||||
Loss Contingencies [Line Items] | ||||
Purchase commitment fee percentage | 100% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 30, 2021 | Jan. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | |
Subsequent Event [Line Items] | |||||
Proceeds from issuance of common stock from PIPE, net of offering costs | $ | $ 50,594 | ||||
Reverse stock split | one-for-2.7732 | ||||
Conversion ratio | 0.003605 | ||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | 72,000,000 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 0 | ||
Common stock, par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||
Preferred stock, par or stated value per share | $ / shares | $ 0.001 | $ 0.001 | |||
Initial Public Offering (IPO) | |||||
Subsequent Event [Line Items] | |||||
Common stock issued | 7,000,000 | ||||
Common stock issued, price per share | $ / shares | $ 14 | ||||
Proceeds from issuance of common stock from PIPE, net of offering costs | $ | $ 88,000 | ||||
Underwriting discounts and commissions and offering costs | $ | $ 10,000 | ||||
Preferred stock, par or stated value per share | $ / shares | $ 0.0001 | ||||
Initial Public Offering (IPO) | Common Stock | |||||
Subsequent Event [Line Items] | |||||
Common stock issued | 7,000,000 | ||||
Convertible Preferred stock converted to common stock | 19,536,870 | ||||
Reverse stock split | one-for-2.7732 | ||||
Conversion ratio | 0.003605 | ||||
Initial Public Offering (IPO) | Common Stock and Additional Paid-in Capital | |||||
Subsequent Event [Line Items] | |||||
Convertible preferred stock | $ | $ 161,900 | ||||
Convertible Preferred Stock | |||||
Subsequent Event [Line Items] | |||||
Temporary equity, shares outstanding | 54,179,688 | 18,707,126 | |||
Convertible preferred stock | $ | $ 161,939 | $ 47,034 | |||
Convertible Preferred Stock | Initial Public Offering (IPO) | |||||
Subsequent Event [Line Items] | |||||
Temporary equity, shares outstanding | 54,179,688 |