Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 15, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-40384 | ||
Entity Registrant Name | Tourmaline Bio, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 83-2377352 | ||
Entity Address, Address Line One | 27 West 24th Street | ||
Entity Address, Address Line Two | Suite 702 | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10010 | ||
City Area Code | 646 | ||
Local Phone Number | 481-9832 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | TRML | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 89.9 | ||
Entity Common Stock, Shares Outstanding | 25,646,509 | ||
Documents Incorporated by Reference | Portions of the Registrant’s definitive proxy statement (the “2024 Proxy Statement”) for its 2024 Annual Meeting of Stockholders, which the Registrant intends to file pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the Registrant’s fiscal year ended December 31, 2023, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001827506 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Morristown, New Jersey |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 140,726 | $ 8,258 |
Short-term investments | 62,225 | 0 |
Prepaid expenses and other current assets | 5,923 | 54 |
Total current assets | 208,874 | 8,312 |
Property and equipment, net | 85 | 81 |
Restricted cash | 227 | 216 |
Operating lease right-of-use asset | 362 | 489 |
Other non-current assets | 747 | 0 |
Total assets | 210,295 | 9,098 |
Current liabilities | ||
Accounts payable | 1,071 | 401 |
Accrued expenses and other current liabilities | 3,710 | 800 |
Operating lease liability, current portion | 221 | 162 |
Total current liabilities | 5,002 | 1,363 |
Operating lease liability, net of current portion | 194 | 342 |
Other liabilities | 57 | 0 |
Total liabilities | 5,253 | 1,705 |
Commitments and Contingencies (Note 13) | ||
Series A convertible preferred stock, $0.0001 par value – no shares authorized, issued or outstanding as of December 31, 2023; 27,125,000 shares authorized, issued and outstanding as of December 31, 2022 | 0 | 27,125 |
Stockholders’ equity (deficit) | ||
Series A convertible preferred stock, $0.0001 par value – no shares authorized, issued or outstanding as of December 31, 2023; 27,125,000 shares authorized, issued and outstanding as of December 31, 2022 | 0 | 0 |
Common stock, $0.0001 par value – 140,000,000 voting shares authorized and 20,337,571 voting shares issued and outstanding as of December 31, 2023, 10,000,000 non-voting shares authorized and no non-voting shares issued or outstanding as of December 31, 2023; 50,000,000 shares authorized and 867,499 shares issued and outstanding as of December 31, 2022 | 2 | 0 |
Additional paid-in capital | 267,024 | 195 |
Accumulated other comprehensive income | 67 | 0 |
Accumulated deficit | (62,051) | (19,927) |
Total stockholders’ equity (deficit) | 205,042 | (19,732) |
Total liabilities, convertible preferred stock and stockholders’ equity (deficit) | $ 210,295 | $ 9,098 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Convertible preferred stock, par value ( usd per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares issued (in shares) | 0 | 27,125,000 |
Convertible preferred stock, shares authorized (in shares) | 0 | 27,125,000 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 27,125,000 |
Undesignated preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Undesignated preferred stock, shares authorized (in shares) | 10,000,000 | 0 |
Undesignated preferred stock, shares outstanding (in shares) | 0 | 0 |
Undesignated preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 140,000,000 | 50,000,000 |
Common stock, shares, issued (in shares) | 20,337,571 | 867,499 |
Common stock, shares, outstanding (in shares) | 20,337,571 | 867,499 |
Nonvoting Common Stock | ||
Common stock, shares authorized (in shares) | 10,000,000 | |
Common stock, shares, issued (in shares) | 0 | |
Common stock, shares, outstanding (in shares) | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating expenses: | ||
Research and development | $ 32,368 | $ 17,526 |
General and administrative | 13,041 | 2,175 |
Total operating expenses | 45,409 | 19,701 |
Loss from operations | (45,409) | (19,701) |
Other income, net | 3,285 | 0 |
Net loss | $ (42,124) | $ (19,701) |
Net loss per share, basic (usd per share) | $ (8.87) | $ (22.46) |
Net loss per share, diluted (usd per share) | $ (8.87) | $ (22.46) |
Weighted-average, common shares outstanding, basic (in shares) | 4,747 | 877 |
Weighted-average, common shares outstanding, diluted (in shares) | 4,747 | 877 |
Other comprehensive income | ||
Unrealized gain on short-term investments | $ 67 | $ 0 |
Comprehensive loss | $ (42,057) | $ (19,701) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Units/Stock and Members'/Stockholders' (Deficit) Equity - USD ($) $ in Thousands | Total | Common Units | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Series A Convertible Preferred Units | Series A Convertible Preferred Stock | |||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | |||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 0 | |||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Issuance of Series A convertible preferred units, net of issuance costs (in shares) | 27,125,000 | ||||||||||
Issuance of Series A convertible preferred units, net of issuance costs | $ 27,125 | ||||||||||
Conversion of convertible preferred stock to common stock in connection with reverse merger (in shares) | 27,125,000 | (27,125,000) | |||||||||
Conversion of convertible preferred stock to common stock in connection with reverse merger | $ 27,125 | $ (27,125) | |||||||||
Ending balance at Dec. 31, 2022 | $ 27,125 | $ 0 | $ 27,125 | ||||||||
Ending balance (in shares) at Dec. 31, 2022 | 27,125,000 | 0 | 27,125,000 | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | [1] | 867,499 | 0 | ||||||||
Beginning balance at Dec. 31, 2021 | $ (226) | $ 0 | $ 0 | $ 0 | $ 0 | $ (226) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Conversion of common units to common stock (in shares) | [1] | (867,499) | 867,499 | ||||||||
Stock-based compensation expense, including acceleration and settlement of former Talaris Therapeutics, Inc. stock-based awards in connection with reverse merger | $ 195 | 195 | |||||||||
Issuance of common stock from exercise of stock options, including early exercises (in shares) | 0 | ||||||||||
Unrealized gain on short-term investments | $ 0 | ||||||||||
Net loss | (19,701) | (19,701) | |||||||||
Ending balance at Dec. 31, 2022 | $ (19,732) | $ 0 | $ 0 | 195 | 0 | (19,927) | |||||
Ending balance (in shares) at Dec. 31, 2022 | 867,499 | 0 | [1] | 867,499 | [1] | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Issuance of Series A convertible preferred units, net of issuance costs (in shares) | 92,200,000 | ||||||||||
Issuance of Series A convertible preferred units, net of issuance costs | $ 91,823 | ||||||||||
Issuance of Series A convertible preferred stock pursuant to anti-dilution provision of license agreement with Pfizer Inc. (in shares) | 8,823,529 | ||||||||||
Issuance of Series A convertible preferred stock pursuant to anti-dilution provision of license agreement with Pfizer Inc. | $ 8,824 | ||||||||||
Conversion of convertible preferred stock to common stock in connection with reverse merger (in shares) | (128,148,529) | ||||||||||
Conversion of convertible preferred stock to common stock in connection with reverse merger | $ (127,772) | ||||||||||
Ending balance at Dec. 31, 2023 | $ 0 | $ 0 | $ 0 | ||||||||
Ending balance (in shares) at Dec. 31, 2023 | 0 | 0 | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Conversion of convertible preferred stock to common stock in connection with reverse merger (in shares) | 10,222,414 | 10,222,414 | [1] | ||||||||
Conversion of convertible preferred stock to common stock in connection with reverse merger | $ 127,772 | $ 1 | 127,771 | ||||||||
Issuance of common stock in the pre-closing financing, net of issuance costs (in shares) | [1] | 4,092,035 | |||||||||
Issuance of common stock in the pre-closing financing, net of issuance costs | 70,468 | 70,468 | |||||||||
Stock Issued During Period, Value, Reverse Recapitalization | $ 1 | ||||||||||
Issuance of common stock to former stockholders of Talaris Therapeutics, Inc. in connection with reverse merger (in shares) | [1] | 4,459,651 | |||||||||
Issuance of common stock to former stockholders of Talaris Therapeutics, Inc. in connection with reverse merger | 68,892 | 68,891 | |||||||||
Reverse Merger transaction costs | (6,112) | (6,112) | |||||||||
Stock-based compensation expense, including acceleration and settlement of former Talaris Therapeutics, Inc. stock-based awards in connection with reverse merger | $ 5,769 | 5,769 | |||||||||
Issuance of common stock from exercise of stock options, including early exercises (in shares) | 695,142 | 695,142 | [1] | ||||||||
Issuance of common stock from exercise of stock options, including early exercises | $ 7 | 7 | |||||||||
Vesting of early exercised stock options | 35 | 35 | |||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | [1] | 830 | |||||||||
Unrealized gain on short-term investments | 67 | 67 | |||||||||
Net loss | (42,124) | (42,124) | |||||||||
Ending balance at Dec. 31, 2023 | $ 205,042 | $ 0 | $ 2 | $ 267,024 | $ 67 | $ (62,051) | |||||
Ending balance (in shares) at Dec. 31, 2023 | 20,337,571 | 0 | [1] | 20,337,571 | [1] | ||||||
[1] * Amounts have been restated for the impact of the reverse merger outlined further within Notes 1 and 3 and the May 3, 2022 stock split outlined further within Note 10. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating activities: | ||
Net loss | $ (42,124) | $ (19,701) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
In-process research and development expense | 8,824 | 12,125 |
Stock-based compensation | 5,769 | 195 |
Non-cash lease expense | 126 | 15 |
Depreciation on property and equipment | 33 | 6 |
Accretion of discount on short-term investments | (522) | 0 |
Realized gain on short-term investments | (17) | 0 |
Other non-cash items | (2) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,615) | (54) |
Other non-current assets | (747) | 0 |
Accounts payable | (44) | 193 |
Accrued expenses and other current liabilities | 2,325 | 763 |
Operating lease liabilities | (87) | 0 |
Net cash used in operating activities | (28,081) | (6,458) |
Investing activities: | ||
Purchases of property and equipment | (56) | (68) |
Acquisition of in-process research and development | 0 | (5,000) |
Purchases of investments | (16,604) | 0 |
Maturities of investments | 20,500 | 0 |
Net cash provided by (used in) investing activities | 3,840 | (5,068) |
Financing activities: | ||
Proceeds from issuance of Series A convertible preferred stock, net of issuance costs | 91,823 | 20,000 |
Proceeds from exercises of stock options | 144 | 0 |
Payment of reverse merger costs | (6,107) | 0 |
Proceeds from pre-merger financing, net of issuance costs | 70,468 | 0 |
Cash acquired in connection with reverse merger | 392 | 0 |
Proceeds from issuance of related party note payable | 0 | 250 |
Repayment of related party note payable | 0 | (400) |
Net cash provided by financing activities | 156,720 | 19,850 |
Net increase in cash, cash equivalents and restricted cash | 132,479 | 8,324 |
Cash, cash equivalents and restricted cash—Beginning of period | 8,474 | 150 |
Cash, cash equivalents and restricted cash—End of period | 140,953 | 8,474 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 140,726 | 8,258 |
Restricted cash | 227 | 216 |
Total cash, cash equivalents and restricted cash | 140,953 | 8,474 |
Non-cash investing and financing activities: | ||
Right-of use asset obtained in exchange for new operating lease liability | 0 | 491 |
Issuance of Series A convertible preferred stock in exchange for acquired in-process research and development | 8,824 | 7,125 |
Purchases of property and equipment included in accounts payable and accrued expenses | 0 | 19 |
Unpaid reverse merger costs included in accounts payable | $ 5 | $ 0 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Overview Tourmaline Bio, Inc. (the “Company”) is a late-stage clinical biotechnology company focused on developing transformative medicines that dramatically improve the lives of patients with life-altering immune and inflammatory diseases. The Company is developing TOUR006, a fully human monoclonal antibody that selectively binds to interleukin-6, a key proinflammatory cytokine involved in the pathogenesis of many autoimmune and inflammatory disorders. The Company’s corporate headquarters are in New York, New York. The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the need to obtain additional financing. Product candidates currently under development will require significant additional research and development efforts, including extensive clinical testing and regulatory approval, prior to commercialization. These efforts will require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. Reverse Merger and Pre-Merger Financing Transaction On October 19, 2023, the Company completed its reverse merger with Tourmaline Sub, Inc. (formerly Tourmaline Bio, Inc.) (“Legacy Tourmaline”) in accordance with the terms of the Agreement and Plan of Merger, dated as of June 22, 2023 (the “Merger Agreement”), by and among the Company, Terrain Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Legacy Tourmaline, pursuant to which, among other matters, Merger Sub merged with and into Legacy Tourmaline, with Legacy Tourmaline surviving as a wholly owned subsidiary of the Company (the “Reverse Merger”). In connection with the completion of the Reverse Merger, the Company changed its name from “Talaris Therapeutics, Inc.” to “Tourmaline Bio, Inc.,” and the business conducted by the Company became primarily the business conducted by Legacy Tourmaline. References to “the Company” refer to Legacy Tourmaline for periods prior to the closing of the Reverse Merger, and to Tourmaline Bio, Inc. (formerly Talaris Therapeutics, Inc., or “Talaris”) for all other periods, as the context requires. Immediately prior to the effective time of the Reverse Merger, Talaris effected a 1-for-10 reverse stock split of its common stock (the “Reverse Stock Split”). At the effective time of the Reverse Merger, the Company issued an aggregate of 15,877,090 shares of Company common stock to the Legacy Tourmaline stockholders, based on the exchange ratio of approximately 0.07977 shares of Company common stock for each share of Legacy Tourmaline common stock, including those shares of Legacy Tourmaline common stock issued upon the conversion of Legacy Tourmaline Series A convertible preferred stock and those shares of the Legacy Tourmaline common stock issued in the Pre-Merger Financing Transaction (as defined below), resulting in 20,336,741 shares of Company common stock being issued and outstanding following the effective time of the Reverse Merger. At the effective time of the Reverse Merger, Legacy Tourmaline’s 2022 Equity Incentive Plan was assumed by the Company, and each outstanding and unexercised option to purchase shares of Legacy Tourmaline common stock immediately prior to the effective time of the Reverse Merger was assumed by the Company and converted into an option to purchase shares of Company common stock, with necessary adjustments to the number of shares and exercise price to reflect the exchange ratio. The Reverse Merger was accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Under this method of accounting, Legacy Tourmaline was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the expectation that, immediately following the Reverse Merger: (i) Legacy Tourmaline’s stockholders own a substantial majority of the voting rights in the combined company; (ii) Legacy Tourmaline’s largest stockholders retain the largest interest in the combined company; (iii) Legacy Tourmaline designated a majority (five of seven) of the initial members of the board of directors of the combined company; and (iv) Legacy Tourmaline’s executive management team became the management team of the combined company. Accordingly, for accounting purposes: (i) the Reverse Merger was treated as the equivalent of Legacy Tourmaline issuing stock to acquire the net assets of Talaris; (ii) the net assets of Talaris are recorded at their acquisition-date fair value in the consolidated financial statements of Legacy Tourmaline and (iii) the reported historical operating results of the combined company prior to the Reverse Merger are those of Legacy Tourmaline. Historical common share figures of Legacy Tourmaline have been retroactively restated based on the exchange ratio of 0.07977. Additional information regarding the accounting for the Reverse Merger is included in Note 3, “Reverse Merger”. Concurrently with the execution and delivery of the Merger Agreement, and in order to provide Legacy Tourmaline with additional capital for its development programs, Legacy Tourmaline entered into a Securities Purchase Agreement (the “Private Placement Agreement”), with certain investors named therein (the “Private Placement Investors”), pursuant to which, subject to the terms and conditions of the Private Placement Agreement, immediately prior to the effective time of the Reverse Merger, Legacy Tourmaline issued and sold, and the Private Placement Investors purchased 4,092,035 shares (as effected by the exchange ratio described above) of Legacy Tourmaline common stock for gross proceeds of approximately $75.0 million (the “Pre-Merger Financing Transaction”). Liquidity As of December 31, 2023, the Company had cash, cash equivalents, and investments of $203.0 million. As outlined further within Note 17, “Subsequent Events”, the Company completed a public offering of its common stock in January 2024 (the “January 2024 Offering”), resulting in net proceeds of $161.3 million after deducting underwriting discounts and commissions and offering expenses. The Company expects that its existing cash, cash equivalents and investments, including the net proceeds received from the January 2024 Offering, will enable it to fund its expected operating expenses and capital expenditure requirements for at least 12 months from March 19, 2024, the filing date of this Annual Report on Form 10-K. The Company expects to finance its future cash needs through a combination of equity or debt financings, collaborations, licensing arrangements and strategic alliances. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and US GAAP, as found in the Accounting Standards Codification (“ASC”) of the Financial Accounting Standards Board (“FASB”). The consolidated financial statements include the accounts of Tourmaline Bio, Inc. and its wholly owned subsidiary, Tourmaline Sub, Inc. All intercompany transactions and balances have been eliminated in consolidation. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker, the Company’s chief executive officer, views the Company’s operations and manages its business as a single operating segment. The Company operates only in the United States. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, accrued expenses and stock-based compensation expense. The Company bases its estimates on historical experience and other market specific or other relevant assumptions it believes to be reasonable under the circumstances. Actual results could differ from those estimates. Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement , (“ASC 820”) establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Cash Equivalents Cash equivalents are highly-liquid investments that are readily convertible into cash with original maturities of three months or less when purchased. These assets include investments in money market funds that invest in U.S. Treasury and government agency obligations. Cash equivalents are reflected at fair value based on quoted market prices, as further described in Note 5, “Fair Value Measurements”. Investments Investments consist of securities with original maturities greater than three months when purchased. Short-term investments consist of investments that are available for use in current operations. Long-term investments consist of investments with maturities of greater than one year that are not available for use in current operations. The Company did not maintain any long-term investments as of December 31, 2023 or 2022. The Company classifies all of its investments as available-for-sale securities. Accordingly, these investments are recorded at fair value. Realized gains and losses and amortization and accretion of discounts and premiums are included in “Other income, net”. Unrealized gains and losses on available-for-sale securities are included in “Accumulated other comprehensive income” as a component of stockholders’ equity (deficit) until realized. For available-for-sale debt securities in unrealized loss positions, the Company is required to assess whether to record an allowance for credit losses using an expected loss model. A credit loss is limited to the amount by which the amortized cost of an investment exceeds its fair value. A previously-recognized credit loss may be decreased in subsequent periods if the Company’s estimate of fair value for the investment increases. To determine whether to record a credit loss, the Company considers, among other factors, adverse conditions related to the security, industry, or geographic area, failure of the issuer to make scheduled payments, and changes in the issuer’s credit rating. Property and Equipment Property and equipment are recorded at cost and consist of computer and office equipment and leasehold improvements. The Company capitalizes property and equipment that is acquired for research and development activities and that has alternative future use. Expenditures for repairs and maintenance are recorded to expense as incurred, whereas major betterments are capitalized as additions to property and equipment. Leasehold improvements are depreciated over the lesser of their useful lives or the term of the lease. Depreciation is calculated over the estimated useful lives of the assets using the straight-line method. Impairment of Long-Lived Assets The Company reviews long-lived assets when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by comparing the carrying value of the asset to the future undiscounted cash flows from the use and eventual disposition of the asset. If an asset is considered to be impaired, the impairment loss to be recognized is measured as the amount by which the carrying value of the asset exceeds its fair value. Leases The Company accounts for leases pursuant to ASC Topic 842, Leases (“ASC 842”). Upon the adoption ASC 842, the Company elected to utilize certain practical expedients, which among other things, permit the Company to not separate lease and non-lease components. Additionally, the Company elected an accounting policy whereby it does not apply the recognition requirements of ASC 842 to short-term leases with a term of 12 months or less. The Company determines if an arrangement is or contains a lease by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. If a lease is determined to exist, at the lease commencement date, the Company recognizes a lease liability and a right-of-use (“ROU”) asset representing its right to use the underlying asset over the lease term. The Company determines the lease term at the lease commencement date, with the lease term including periods covered by renewal options that are reasonably certain of being exercised and periods covered by termination options that are reasonably certain of not being exercised. The initial measurement of the lease liability is calculated on the basis of the present value of the remaining lease payments and the ROU asset is measured on the basis of this liability, adjusted by prepaid and accrued rent, lease incentives, and initial direct costs. The subsequent measurement of a lease is dependent on whether the lease is classified as an operating lease or a finance lease. Operating lease cost is recognized on a straight-line basis over the lease term, with the cost presented as a component of general and administrative expenses in the consolidated statements of operations and comprehensive loss. The Company has not recognized any financing leases to date. The Company’s lease requires other payments such as costs related to service components, real estate taxes, common area maintenance, and insurance. These costs are generally variable in nature and based on the actual costs incurred and required by the lease. As the Company has elected to not separate lease and non-lease components for all classes of underlying assets, all variable costs associated with the lease are expensed in the period incurred and presented and disclosed as variable lease costs. ASC 842 requires that a lessee use the rate implicit in the lease when measuring the lease liability and ROU asset, unless that rate is not readily determinable. When the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Company gives consideration to the Company’s credit standing, the term of the lease, total lease payments and adjusts for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. Research and Development Expenses Expenditures relating to research and development are expensed as incurred. Research and development expenses include external expenses incurred under arrangements with third parties; consulting costs; salaries and personnel-related costs, including non-cash stock-based compensation expense; license fees to acquire in-process research and development that does not have an alternative future use and other expenses. Non-refundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Where contingent milestone payments are due to third parties under research and development or license agreements, the milestone payment obligations are expensed when the related milestone events are achieved. As part of the process of preparing the consolidated financial statements, the Company is required to estimate its accrued research and development expenses as of each balance sheet date. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. This process involves reviewing open contracts, communicating with internal personnel to identify services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of the actual cost. The Company periodically confirms the accuracy of its estimates with its service providers and makes adjustments if necessary. The majority of the Company’s service providers invoice monthly in arrears for services performed or when contractual milestones are met. The financial terms of agreements with these service providers are subject to negotiation, vary from contract-to-contract and may result in uneven payment flows. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense. Intellectual Property Expenses The Company expenses legal costs related to patent applications as they are incurred. Such costs are classified as general and administrative expenses within the consolidated statements of operations and comprehensive loss. Stock-Based Compensation The Company accounts for stock-based payments in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). This guidance requires all stock-based payments, including grants of stock options and restricted common units, to be recognized as expense in the consolidated statements of operations and comprehensive loss based on their grant date fair values. For stock options granted to employees, non-employees and members of the Company’s Board of Directors for their services on the Board of Directors, the Company estimates the grant date fair value of each stock option using the Black-Scholes option-pricing model. For stock-based payments subject to service-based vesting conditions, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock-based payment on a straight-line basis over the requisite service period. Prior to the Company being publicly-traded, Legacy Tourmaline estimated the grant date fair value of its common stock using an appropriate valuation methodology, in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation . Each valuation methodology included estimates and assumptions that required the Company’s judgment. These estimates and assumptions included a number of objective and subjective factors, including external market conditions, guideline public company information, the prices at which the Company sold convertible preferred stock to third parties in arms’ length transactions, the rights and preferences of securities senior to the Company’s common stock at the time and the likelihood of achieving a liquidity event such as an initial public offering or sale. Significant changes to the assumptions used in the valuations could result in different fair values at each valuation date. In addition to the grant date fair value of the Company’s common stock, the Black‑Scholes option pricing model requires the input of certain subjective assumptions, including (i) the calculation of expected term of the stock-based payment, (ii) the risk‑free interest rate, (iii) the expected stock price volatility and (iv) the expected dividend yield. The Company uses the simplified method as prescribed by SEC Staff Accounting Bulletin No. 107 to calculate the expected term for stock options granted to employees as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The Company determines the risk‑free interest rate based on a treasury instrument whose term is consistent with the expected term of the stock options. Because the Company has only been publicly-traded for a short period of time, there is a lack of Company‑specific historical and implied volatility data. Accordingly, the Company bases its estimates of expected volatility on the historical volatility of a group of publicly-traded companies with similar characteristics to itself, including stage of product development and therapeutic focus within the life sciences industry. Historical volatility is calculated over a period of time commensurate with the expected term of the stock-based payment. The Company uses an assumed dividend yield of zero as the Company has never paid dividends on its common stock, nor does it expect to pay dividends on its common stock in the foreseeable future. The Company accounts for forfeitures of all stock-based payments when such forfeitures occur . Income Taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes , which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions using a more-likely-than-not threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors, including, but not limited to, changes in the law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. Interest and penalty charges, if any, related to income taxes would be classified as a component of the “Provision for income taxes” in the consolidated statements of operations and comprehensive loss. Net Loss per Share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers its Series A convertible preferred stock and common stock issued subject to repurchase (related to early exercised stock options) to be participating securities. Net loss is attributed to common stockholders and participating securities based on their participation rights. Net loss attributable to common stockholders is not allocated to the Series A convertible preferred stock or common stock issued subject to repurchase as these holders do not have a contractual obligation to share in any losses. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share attributable to common stockholders includes the effect, if any, from common stock issued subject to repurchase and the potential exercise or conversion of securities such as stock options and convertible preferred stock, which would result in the issuance of incremental shares of common stock. The Company has not adjusted its weighted average number of common shares outstanding in the calculation of diluted loss per share attributable to common stockholders as the Company reported a net loss for all periods presented and the effect of the aforementioned securities is anti-dilutive. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk primarily consist of cash, cash equivalents and investments. Cash balances are deposited with federally-insured financial institutions in the United States and may, at times, exceed federally-insured limits. The Company maintains its cash, cash equivalents and investments with high-quality financial institutions and, consequently, the Company believes that such funds are subject to minimal credit risk. The Company’s cash equivalents are comprised of money market funds that are invested in U.S. Treasury and government agency obligations. The Company’s investments are comprised of commercial paper, government securities, and corporate debt securities. Credit risk in these securities is reduced as a result of the Company’s investment policy to limit the amount invested in any single issuer and to only invest in securities of a high credit quality. The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This standard requires that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and it establishes additional disclosure requirements related to credit risks. For available-for-sale debt securities with expected credit losses, this standard now requires allowances to be recorded instead of reducing the amortized cost of the investment. This guidance was originally effective for annual reporting periods beginning after December 15, 2020 and interim periods within fiscal years beginning after December 31, 2021, and early adoption was permitted. In November 2019, the FASB subsequently issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates , whereby the effective date of this standard was deferred to annual reporting periods beginning after December 15, 2022, including interim periods within those annual reporting periods, and early adoption is still permitted. Accordingly, the Company adopted this new standard effective January 1, 2023, and the adoption of ASU 2016-13 did not have an impact on the consolidated financial statements. Recent Accounting Pronouncements - Yet to be Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . This guidance is intended to improve reportable segment disclosure requirements through enhanced disclosures as well as clarify that entities with a single reportable segment are subject to new and existing segment reporting requirements. This guidance is effective for annual periods in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Entities must apply this guidance on a retrospective basis. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
Reverse Merger
Reverse Merger | 12 Months Ended |
Dec. 31, 2023 | |
Reverse Recapitalization [Abstract] | |
Reverse Merger | Reverse Merger As described in Note 1, “Nature of Business”, Merger Sub merged with and into Legacy Tourmaline, with Legacy Tourmaline surviving as a wholly owned subsidiary of the Company on October 19, 2023. The Reverse Merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP with Legacy Tourmaline as the accounting acquirer of Talaris. Under reverse recapitalization accounting, the assets and liabilities of Talaris were recorded at their fair value in Tourmaline’s financial statements at the effective time of the Merger. No goodwill or intangible assets were recognized. Consequently, the consolidated financial statements of the Company reflect the operations of Legacy Tourmaline for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the former stockholders of Talaris, the legal acquirer, and a recapitalization of the equity of Legacy Tourmaline, the accounting acquirer. The Company acquired the following assets and liabilities as part of the Reverse Merger (in thousands): Amount Cash and cash equivalents $ 392 Short-term investments 65,515 Prepaid expenses and other current assets 4,254 Accounts payable (726) Accrued expenses (543) Net assets acquired $ 68,892 The Company incurred $2.9 million in stock-based compensation expense as a result of the acceleration of vesting and settlement of Talaris share-based awards at the time of the Reverse Merger. In the consolidated statement of operations and comprehensive loss for the year ended December 31, 2023, $1.4 million and $1.5 million were recorded as research and development expense and general and administrative expense, respectively. Additionally, the Company incurred transaction costs of $6.1 million, which were recorded as a reduction to additional paid-in capital in the consolidated statement of convertible preferred stock and stockholders’ equity for the year ended December 31, 2023. |
Pfizer License Agreement
Pfizer License Agreement | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Pfizer License Agreement | Pfizer License Agreement On May 3, 2022 (the “Effective Date”), the Company entered into a License Agreement (the “Pfizer License Agreement”) with Pfizer Inc. (“Pfizer”), pursuant to which the Company obtained an exclusive, sublicensable, royalty-bearing, worldwide right to use and license under certain know-how for the development, commercialization and manufacture of PF-04236921 (the “Compound”, now known as TOUR006) and any pharmaceutical or biopharmaceutical product incorporating the Compound (the “Product”), for the treatment, diagnosis, or prevention of any and all diseases, disorders, illnesses and conditions in humans and animals. In consideration for the license and other rights the Company received under the Pfizer License Agreement, the Company paid Pfizer an upfront payment of $5.0 million and issued to Pfizer 7,125,000 Series A preferred units of Tourmaline Bio, LLC (the predecessor of Legacy Tourmaline), which subsequently converted to 7,125,000 shares of Series A convertible preferred stock of Legacy Tourmaline, representing a 15% interest in the Company on a fully-diluted basis at the time of issuance. The units were issued for $1.00 per unit, representing a total value of $7.1 million. In accordance with ASC Topic 805, Business Combinations , the Pfizer License Agreement was accounted for as an asset acquisition as the licensed compound represented substantially all of the fair value of the gross assets acquired. On the Effective Date, the licensed compound had not yet received regulatory approval and did not have an alternative use. Accordingly, the total consideration transferred of $12.1 million was recorded as research and development expense in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2022. As additional consideration for the license, the Company is obligated to pay Pfizer up to $128.0 million upon the achievement of specific development and regulatory milestones. The Company is also obligated to pay Pfizer up to $525.0 million upon the first achievement of specific sales milestones. The Company is also obligated to pay Pfizer a marginal royalty rate in the low double digits (less than 15%), subject to specified royalty reductions. The royalty term, on a Product-by-Product and country-by-country basis, begins on the first commercial sale of such Product and expires upon the later of twelve years following the date of the first commercial sale or the expiration of regulatory exclusivity protecting such Product. In the event the Company completes a Significant Transaction (as defined in the Pfizer License Agreement), the Company will be obligated to pay Pfizer a one-time payment in the low-eight digits (up to $20.0 million); the amount of such payment is based on the timing of the transaction. As of December 31, 2023, the Company does not owe any milestone or royalties under the Pfizer License Agreement and no such milestones or royalties have been paid to date. The Pfizer License Agreement originally contained an anti-dilution provision allowing Pfizer to maintain a 15% interest in the Company on a fully-diluted basis unless and until certain thresholds are met, whereupon the anti-dilution provision would no longer apply. As outlined further within Note 9, “Convertible Preferred Stock”, on May 2, 2023, the Company issued 8,823,529 additional shares of Series A convertible preferred stock to Pfizer pursuant this anti-dilution provision. The Company recognized research and development expense of $8.8 million related to this issuance of Series A convertible preferred stock. Subsequent to the issuance of these additional shares of Series A convertible preferred stock, the anti-dilution provision is no longer in force and effect. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company measures the fair value of money market funds based on quoted prices in active markets for identical securities. Investments also include commercial paper and government securities which are valued either based on recent trades of securities in inactive markets or based on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data. The carrying amounts reflected in the consolidated balance sheets for cash, prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities approximate their fair values, due to their short-term nature. Assets measured at fair value on a recurring basis as of December 31, 2023 were as follows (in thousands): Total Level 1 Level 2 Level 3 Money market funds, included in cash and cash equivalents $ 4,604 $ 4,604 $ — $ — Short-term investments: Commercial paper 32,555 — 32,555 — Government securities 26,724 7,907 18,817 — Corporate debt securities 2,947 — 2,947 — Total $ 66,830 $ 12,511 $ 54,319 $ — |
Investments
Investments | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Cash equivalents and short-term investments as of December 31, 2023 were comprised as follows (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds, included in cash and cash equivalents $ 4,604 $ — $ — $ 4,604 Short-term investments: Commercial paper 32,515 44 (4) 32,555 Government securities 26,703 25 (4) 26,724 Corporate debt securities 2,941 6 — 2,947 Total $ 66,763 $ 75 $ (8) $ 66,830 The Company maintained no cash equivalents or investments as of December 31, 2022. As of December 31, 2023, the aggregate fair value of securities that were in an unrealized loss position for less than twelve months was $49.3 million. The Company held no securities that were in an unrealized loss position for more than twelve months as of December 31, 2023. Based upon its assessment of securities in an unrealized loss position, the Company did not record any allowances for credit losses during the year ended December 31, 2023. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net as of December 31, 2023 and 2022 was comprised as follows (in thousands): Estimated Useful Life December 31, 2023 2022 Leasehold improvements Shorter of useful life or remaining lease term $ 74 $ 64 Computer and office equipment 3 years 49 23 Total property and equipment, gross 123 87 Less: accumulated depreciation (38) (6) Total property and equipment, net $ 85 $ 81 Depreciation expense was less than $0.1 million for each of the years ended December 31, 2023 and 2022. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities as of December 31, 2023 and 2022 were comprised as follows (in thousands): December 31, 2023 2022 Accrued bonus $ 1,994 $ 446 Accrued clinical and manufacturing costs 438 185 Accrued consulting fees 692 81 Accrued legal fees 237 54 Other accrued expenses and other current liabilities 349 34 Total accrued expenses and other current liabilities $ 3,710 $ 800 |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | Convertible Preferred Stock On April 18, 2022, the Company entered into a Securities Purchase Agreement (the “Initial Series A Securities Purchase Agreement”) with various entities and individuals for the purchase of Series A convertible preferred units. As part of the Initial Series A Securities Purchase Agreement, the Company authorized the issuance and sale of up to 20,000,000 shares of its Series A convertible preferred units at a price of $1.00 per unit for total proceeds of $20.0 million. The Series A convertible preferred units were convertible into the Company’s Common Units at a 1:1 ratio. The obligations of the parties to purchase and sell the Series A convertible preferred units were subject to the Company entering into the Pfizer License Agreement. As outlined further within Note 4, “Pfizer License Agreement”, the Company also issued to Pfizer 7,125,000 Series A convertible preferred units in May 2022 conjunction with the Pfizer License Agreement. On September 2, 2022, Legacy Tourmaline converted from Tourmaline Bio, LLC, a Delaware limited liability company, to Tourmaline Bio, Inc., a Delaware corporation (the “Conversion”). As part of the Conversion, Series A convertible preferred units were converted at a 1:1 ratio to shares of Series A convertible preferred stock. Upon the Conversion, the Company was authorized to issue up to 27,125,000 shares of Series A convertible preferred stock with a par value of $0.0001. The Company subsequently entered into a Series A Preferred Stock Purchase Agreement on May 2, 2023 (the “Closing Date”) with various entities and individuals for the purchase of additional shares of Series A convertible preferred stock (the “Series A Extension”). On the Closing Date, the Company authorized the issuance and sale of 92,200,000 shares of Series A convertible preferred stock at a price of $1.00 per share for total gross proceeds of $92.2 million. In addition, pursuant to the anti-dilution provision of the Pfizer License Agreement, the Company issued 8,823,529 additional shares of Series A convertible preferred stock to Pfizer in connection with the Series A Extension and recognized corresponding research and development expense of $8.8 million during the second quarter of 2023. The additional shares of Series A convertible preferred stock had the same terms, conditions, rights and preferences as the Series A convertible preferred stock issued during the year ended December 31, 2022. Upon consummation of the Series A Extension, the anti-dilution provision of the Pfizer License Agreement was no longer in force and effect. Prior to the completion of the Reverse Merger, the Company classified its Series A convertible preferred stock outside of permanent equity as the shares had redemption features that were not entirely within the control of the Company. Upon the consummation of the Reverse Merger, all outstanding shares of Series A convertible preferred stock were converted into 10,222,414 shares of common stock. No shares of preferred stock were outstanding as of December 31, 2023. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Common Stock | Common Stock On May 3, 2022, the Company effected a stock split, and each common unit in Tourmaline Bio, LLC was exchanged for 6.39697802 common units. Subsequently, as part of the September 2, 2022 Conversion outlined within Note 9 “Convertible Preferred Stock”, the Company converted all its equity interests of Tourmaline Bio, LLC into equity interests of Tourmaline Bio, Inc. Each common unit in the LLC was exchanged for 1.00 shares of the Company’s common stock. As of December 31, 2023, the Company was authorized to issue 140,000,000 shares of voting common stock and 10,000,000 shares of non-voting common stock. Holders of voting common stock are entitled to one vote per share. In addition, holders of voting common stock are entitled to receive dividends, if and when declared by the Company’s Board of Directors. As of December 31, 2023, no dividends had been declared. As of December 31, 2023 and 2022, the Company had reserved for future issuance the following number of shares of common stock: December 31, 2023 2022 Conversion of outstanding Series A convertible preferred stock — 2,163,764 Exercises of outstanding stock options under 2022 Equity Incentive Plan 1,403,409 404,673 Exercises of outstanding stock options under 2023 Equity Incentive Plan 1,042,291 — Vesting of restricted stock units under 2023 Equity Incentive Plan 19,113 — Common stock subject to repurchase related to early exercised stock options 388,943 — Future issuances under 2022 Equity Incentive Plan — 353,142 Future issuances under 2023 Equity Incentive Plan 971,444 — Future issuances under 2023 Employee Stock Purchase Plan 203,367 — Total shares reserved for future issuance 4,028,567 2,921,579 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2022 Equity Incentive Plan On September 2, 2022, the Board of Directors and the stockholders of the Company adopted the 2022 Equity Incentive Plan (the “2022 Plan”), which provided for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and other stock awards to employees, consultants, and non-employee directors of the Company. 2023 Equity Incentive Plan On October 17, 2023, the Company adopted the 2023 Equity Incentive Plan (the “2023 Plan”) which became effective upon completion of the Reverse Merger. The 2023 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, consultants, and non-employee directors of the Company. The terms of stock award agreements, including vesting requirements, are determined by the Company’s Board of Directors and are subject to the provisions of the 2023 Plan. The term of each stock option shall be no more than ten years from the date of grant. Following the effectiveness of the 2023 Plan, no further grants will be made under the 2022 Plan; however, any outstanding equity awards granted under the 2022 Plan will continue to be governed by the terms of the 2022 Plan. The 2023 Plan initially provided for the issuance of up to 2,033,677 shares of common stock (the “Initial EIP Share Reserve”). Subject to any other adjustments as defined in the 2023 Plan, such aggregate number of shares of common stock will automatically increase on January 1st of each year for a period of ten years commencing on January 1, 2024 and ending on (and including) January 1, 2033, in an amount equal to 5% of the total number of shares of common stock issued and outstanding determined as of the day prior to such increase; provided, however that the board of directors may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of common stock. The aggregate maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options is three multiplied by the Initial EIP Share Reserve. As of December 31, 2023, there were 971,444 shares available for issuance under the 2023 Plan. 2023 Employee Stock Purchase Plan On October 17, 2023, the Company adopted the 2023 Employee Stock Purchase Plan (the “2023 ESPP”), which became effective upon completion of the Reverse Merger. The maximum number of shares of common stock that may be issued under the 2023 ESPP will not exceed 203,367 shares (the “Initial ESPP Share Reserve”), plus the number of shares of common stock that are automatically added on January 1st of each year for a period of up to ten years commencing on January 1, 2024 and ending on (and including) January 1, 2033, in an amount equal to the lesser of (x) 1% of the total number of shares of common stock issued and outstanding determined as of the day prior to such increase and (y) a number of shares equal to three times the Initial ESPP Share Reserve. Notwithstanding the foregoing, the board of directors may act prior to the first day of any calendar year to provide that there will be no January 1st increase in the share reserve for such calendar year or that the increase in the share reserve for such calendar year will be a lesser number of shares of common stock than would otherwise occur pursuant to the preceding sentence. No offering periods under the 2023 ESPP had been initiated as of December 31, 2023. Total stock-based compensation expense recognized in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2023 and 2022 was as follows (in thousands): Year Ended December 31, 2023 2022 Research and development $ 2,322 $ 165 General and administrative 3,447 30 Total stock-based compensation expense $ 5,769 $ 195 Stock Option Activity The estimated grant-date fair value of the Company’s stock options was calculated using the Black-Scholes option pricing model, based on the following assumptions: Year Ended December 31, 2023 2022 Risk-free interest rate 3.4% – 4.8% 3.7% – 4.4% Dividend yield —% —% Volatility 82.2% – 86.1% 83.1% – 86.3% Expected term (in years) 5.5 – 6.1 3.3 – 6.1 The weighted-average fair value of the Company’s common stock utilized in the valuation of stock options granted during the years ended December 31, 2023 and 2022 was $8.33 and $4.39 per share, respectively. Using the Black-Scholes option pricing model, the weighted-average grant date fair value of stock options granted during the year ended December 31, 2023 and 2022 was $6.60 and $4.26 per share, respectively. The following table summarizes changes in stock option activity during the year ended December 31, 2023: Options Weighted- Weighted- Aggregate Intrinsic Value Outstanding as of December 31, 2022 404,673 $ 0.14 7.2 $ 1,722 Granted 2,736,169 $ 8.33 Exercised (695,142) $ 0.21 Cancelled — $ — Outstanding as of December 31, 2023 2,445,700 $ 9.29 9.6 $ 41,320 Exercisable as of December 31, 2023 23,896 $ 11.02 9.7 $ 362 The aggregate intrinsic value of stock options exercised during the year ended December 31, 2023 was $1.8 million. No stock options were exercised during the year ended December 31, 2022. As of December 31, 2023, the total unrecognized stock-based compensation expense related to unvested stock options was $16.8 million, which the Company expects to recognize over a weighted-average period of approximately 3.5 years. Early Exercise of Stock Options The 2022 Plan and certain stock options issued under the 2022 Plan were amended in February 2023 to permit the stock option holder to early exercise at any time between the grant date and the vesting date. The amendment did not result in any incremental stock-based compensation expense. For the year ended December 31, 2023, certain employees, advisors and non-employee directors early exercised 647,386 stock options. In the event of termination of an employee, advisor or non-employee director, the Company can repurchase early exercised and unvested stock options for a period of six months following the later of (i) the termination date of the employee or non-employee director or (ii) the exercise date. The Company received $0.1 million in cash proceeds related to the early exercise of stock options during the year ended December 31, 2023. As a result of the aforementioned repurchase right, the Company initially records the proceeds received from the early exercise of stock options as a liability in the consolidated balance sheets. Amounts are reclassified to additional paid-in capital when the underlying stock options vest and the Company’s right of repurchase lapses. The aggregate liability associated with the early exercise of stock options was $0.1 million as of December 31, 2023. As of December 31, 2023, 388,943 early exercised stock options remain unvested. No stock options were early exercised during the year ended December 31, 2022, and consequently there were no unvested early exercised stock options as of that date. The shares of common stock subject to repurchase related to early exercised stock options are legally outstanding, as each holder is deemed to be a common stockholder that has dividend and voting rights during the vesting term. Restricted Stock Unit Activity The following table summarizes changes in restricted stock unit activity during the year ended December 31, 2023: Shares Weighted- Unvested as of December 31, 2022 — $ — Granted 19,943 11.89 Vested (830) 11.89 Cancelled — — Unvested as of December 31, 2023 19,113 $ 11.89 The total grant date fair value of restricted stock units vested for the year ended December 31, 2023 was less than $0.1 million. As of December 31, 2023, the total unrecognized stock-based compensation expense related to unvested restricted stock units was $0.2 million, which the Company expects to recognize over a weighted-average period of approximately 3.7 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded no income tax benefit for the net loss incurred for the years ended December 31, 2023 and 2022 due to its uncertainty of realizing a benefit from such losses. All of the Company’s operating losses since inception have been generated in the United States. A reconciliation of the federal statutory income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2023 2022 U.S. federal statutory income tax rate 21.0% 21.0% LLC period net book loss —% (14.9%) Federal valuation allowance (22.4%) (5.9%) Tax credit carryforwards 1.6% —% Permanent items, including stock-based compensation (0.2%) (0.2%) Effective tax rate —% —% The principal components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 were comprised as follows (in thousands): December 31, 2023 2022 Deferred tax assets: Capitalized research and development expenses $ 28,753 $ 3,462 Net operating loss carryforwards 5,483 261 Tax credit carryforwards 693 — Stock-based compensation expense 781 — Operating lease liability 114 106 Accrued expenses — 93 Other 61 32 Total deferred tax assets 35,885 3,954 Less: valuation allowance (34,040) (3,851) Net deferred tax assets 1,845 103 Deferred tax liabilities: Operating lease right-of-use asset (100) (103) Accretion (1,745) — Total deferred tax liabilities (1,845) (103) Net deferred taxes $ — $ — As of December 31, 2023, the Company had federal and state net operating loss (“NOL”) carryforwards of $16.7 million and $28.2 million respectively. Federal NOLs may be carried forward indefinitely. State NOLs expire at various dates from 2038 through 2043. As of December 31, 2023, the Company had federal research and development tax credit carryforwards of $0.7 million which expire in 2043. The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, which are composed primarily of capitalized research and development expenses and net operating loss carryforwards. Management has considered the Company’s history of net losses incurred since inception and the probability of future losses to conclude it is more likely than not that the Company will not recognize the benefits of deferred tax assets. As a result, the Company has established a valuation allowance for the full amount of its net deferred tax assets as of December 31, 2023. The increase in the valuation allowance of $30.2 million during the year ended December 31, 2023 was primarily due to the additional operating loss generated by the Company. NOL and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50% as defined under Sections 382 and 383 in the Internal Revenue Code (“IRC”). This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the Company’s value immediately prior to the ownership change. As a result of ownership changes in the Company from its inception through December 31, 2023, the Company’s NOL and tax credit carryforwards allocable to the periods preceding each such ownership change could be subject to limitations under IRC Section 382, however the Company has not yet completed an IRC Section 382 study. The Company had no unrecognized tax benefits as of either December 31, 2023 or 2022. The Company has not conducted a study of its research and development credit carryforwards generated during any year. This study, once completed, may result in an adjustment to the Company’s research and development credit carryforwards. However, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s research and development credit carryforwards, and if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the consolidated statements of operations and comprehensive loss if an adjustment were required. The Company files income tax returns in the United States federal tax jurisdiction and various state jurisdictions. Since the Company is in a loss carryforward position, it is generally subject to examination by federal and state tax authorities for all tax years in which a loss carryforward is available. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. From time to time, the Company may be involved in legal proceedings arising in the ordinary course of its business. Between July 25 and October 3, 2023, Talaris received eleven demand letters (the “Demands”) regarding the Proxy Statement (as defined below). In addition, three lawsuits were filed (captioned Wieder v. Talaris Therapeutics, Inc., et al., No. 1:23-cv-08355 (S.D.N.Y. filed Sept. 21, 2023), Carlisle v. Talaris Therapeutics, Inc., et al., No. 1:23-cv-08520 (S.D.N.Y. filed Sept. 27, 2023), and Roberts v. Talaris Therapeutics, Inc., et al., No. 1:23-cv-01063 (D. Del. filed Sept. 27, 2023)) (the “Lawsuits,” and together with the Demands, the “Actions”), in each case, by purported stockholders of Talaris challenging the proposed Reverse Merger and the disclosures in the definitive proxy statement filed by Talaris with the SEC on July 20, 2023, and as amended on August 25, 2023 and September 11, 2023 (the “Proxy Statement”). The Actions generally alleged that certain disclosures in the Proxy Statement were false or misleading and asserted claims against Talaris and its Board of Directors for violations of Sections 14(a) and 20(a) of the Exchange Act of 1934. The purported stockholders sought unspecified monetary damages and an award of costs and expenses, including reasonable attorney’s fees. On October 10, 2023, Talaris filed a Form 8-K to update and supplement the Proxy Statement, which contained certain additional disclosures relating to the Reverse Merger (the “Supplemental Disclosures”). Thereafter, plaintiffs in the Lawsuits voluntarily dismissed their complaints, and opposing counsel (for the stockholders in the Actions) requested a mootness fee in connection with the Supplemental Disclosures. The Reverse Merger subsequently closed on October 19, 2023. Thereafter, the parties engaged in a negotiation over payment of a potential mootness fee(s) to resolve all the fee demands. On February 13, 2024, the parties entered into an agreement, under which the Company agreed to pay a total of approximately $0.2 million to resolve all the fee demands and the stockholders released all claims in connection with the Reverse Merger. This amount was recognized as general and administrative expense by the Company during the year ended December 31, 2023 and has been included within “Accrued expenses and other current liabilities” on the consolidated balance sheet as of December 31, 2023. New York Office Lease During the year ended December 31, 2022, the Company entered into a non-cancelable operating lease for its corporate offices in New York, New York (the “New York Office Lease”). The lease expires on February 28, 2026. The Company provided the landlord of the New York Office Lease with a security deposit in the form of a $0.2 million letter of credit, which is recorded as restricted cash on the consolidated balance sheets as of December 31, 2023 and 2022. The Company recorded an ROU asset and corresponding lease liability related to the New York Office Lease on the consolidated balance sheets as of December 31, 2023 and 2022. As there was no rate implicit in the New York Office Lease, the Company estimated its incremental borrowing rate. Based on this analysis, the Company calculated a discount rate of 15.6% for the New York Office Lease. As of December 31, 2023, the future minimum lease payments due under the New York Office Lease are as follows (in thousands): Year Ending December 31, Amount 2024 $ 221 2025 227 2026 38 Total lease payments 486 Less: effect of discounting (71) Total operating lease liability $ 415 |
401(k) Savings Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
401(k) Savings Plan | 401(k) Savings Plan The Company implemented a defined-contribution savings plan under Section 401(k) of the IRC (the “401(k) Plan”) during the year ended December 31, 2023. 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, subject to statutory limitations. The Company did not make any matching contributions to the 401(k) Plan during the year ended December 31, 2023. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On October 1, 2021, and April 4, 2022, the Company entered into promissory note agreements with an equity investor, KVP Capital LP (“KVP”), for $0.2 million and $0.3 million aggregate principal amounts, payable on demand. The promissory notes were recorded at carrying value and did not bear interest. The issuance of the Series A convertible preferred units on April 18, 2022 triggered the repayment of the promissory notes. There was no gain or loss recognized upon the extinguishment of the promissory notes during the year ended December 31, 2022. In May 2023, an advisor affiliated with Fourth Avenue FF Opportunities LP – Series Z, previously a beneficial owner the Company’s outstanding capital stock, exercised stock options to purchase 75,782 shares of the Company’s common stock for $0.13 per share. The Company subsequently repurchased the shares from the advisor at $2.76 per share, equivalent to fair value as of the repurchase date, for an aggregate purchase price of $0.2 million. Fourth Avenue FF Opportunities LP – Series Z then purchased the shares from the Company at the same amount $2.76 per share for an aggregate purchase price of $0.2 million . As of December 31, 2023 and 2022, there were no amounts due to or from any related party. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share The following common stock equivalents have been excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive: December 31, 2023 2022 Series A convertible preferred stock — 2,163,764 Outstanding stock options under 2022 Equity Incentive Plan 1,403,409 374,282 Outstanding stock options under 2023 Equity Incentive Plan 1,042,291 — Unvested restricted stock units under 2023 Equity Incentive Plan 18,697 — Common stock subject to repurchase related to early exercised stock options 388,943 — Total 2,853,340 2,538,046 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events for recognition and disclosure purposes through March 19, 2024, the filing date of this Annual Report on Form 10-K. Except for the matters described below, the Company has concluded that no other events or transactions have occurred that require disclosure in the consolidated financial statements. January 2024 Offering On January 25, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, Piper Sandler & Co., Guggenheim Securities, LLC and Truist Securities, Inc. (collectively, the “Underwriters”) in connection with the offering, issuance and sale by the Company of 4,615,384 shares of the Company’s common stock at a public offering price of $32.50 per share, less underwriting discounts and commissions, pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-266875). The Company granted the underwriters a 30-day option to purchase up to 692,307 shares of common stock at the public offering price, less the underwriting discounts and commissions, which was exercised by the Underwriters in full on January 25, 2024. The January 2024 Offering closed on January 29, 2024. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and US GAAP, as found in the Accounting Standards Codification (“ASC”) of the Financial Accounting Standards Board (“FASB”). |
Segment Information | Segment Information |
Use of Estimates | Use of Estimates |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement , (“ASC 820”) establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. |
Cash Equivalents | Cash Equivalents Cash equivalents are highly-liquid investments that are readily convertible into cash with original maturities of three months or less when purchased. These assets include investments in money market funds that invest in U.S. Treasury and government agency obligations. Cash equivalents are reflected at fair value based on quoted market prices, as further described in Note 5, “Fair Value Measurements”. |
Investments | Investments Investments consist of securities with original maturities greater than three months when purchased. Short-term investments consist of investments that are available for use in current operations. Long-term investments consist of investments with maturities of greater than one year that are not available for use in current operations. The Company did not maintain any long-term investments as of December 31, 2023 or 2022. The Company classifies all of its investments as available-for-sale securities. Accordingly, these investments are recorded at fair value. Realized gains and losses and amortization and accretion of discounts and premiums are included in “Other income, net”. Unrealized gains and losses on available-for-sale securities are included in “Accumulated other comprehensive income” as a component of stockholders’ equity (deficit) until realized. For available-for-sale debt securities in unrealized loss positions, the Company is required to assess whether to record an allowance for credit losses using an expected loss model. A credit loss is limited to the amount by which the amortized cost of an investment exceeds its fair value. A previously-recognized credit loss may be decreased in subsequent periods if the Company’s estimate of fair value for the investment increases. To determine whether to record a credit loss, the Company considers, among other factors, adverse conditions related to the security, industry, or geographic area, failure of the issuer to make scheduled payments, and changes in the issuer’s credit rating. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and consist of computer and office equipment and leasehold improvements. The Company capitalizes property and equipment that is acquired for research and development activities and that has alternative future use. Expenditures for repairs and maintenance are recorded to expense as incurred, whereas major betterments are capitalized as additions to property and equipment. Leasehold improvements are depreciated over the lesser of their useful lives or the term of the lease. Depreciation is calculated over the estimated useful lives of the assets using the straight-line method. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by comparing the carrying value of the asset to the future undiscounted cash flows from the use and eventual disposition of the asset. If an asset is considered to be impaired, the impairment loss to be recognized is measured as the amount by which the carrying value of the asset exceeds its fair value. |
Leases | Leases The Company accounts for leases pursuant to ASC Topic 842, Leases (“ASC 842”). Upon the adoption ASC 842, the Company elected to utilize certain practical expedients, which among other things, permit the Company to not separate lease and non-lease components. Additionally, the Company elected an accounting policy whereby it does not apply the recognition requirements of ASC 842 to short-term leases with a term of 12 months or less. The Company determines if an arrangement is or contains a lease by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. If a lease is determined to exist, at the lease commencement date, the Company recognizes a lease liability and a right-of-use (“ROU”) asset representing its right to use the underlying asset over the lease term. The Company determines the lease term at the lease commencement date, with the lease term including periods covered by renewal options that are reasonably certain of being exercised and periods covered by termination options that are reasonably certain of not being exercised. The initial measurement of the lease liability is calculated on the basis of the present value of the remaining lease payments and the ROU asset is measured on the basis of this liability, adjusted by prepaid and accrued rent, lease incentives, and initial direct costs. The subsequent measurement of a lease is dependent on whether the lease is classified as an operating lease or a finance lease. Operating lease cost is recognized on a straight-line basis over the lease term, with the cost presented as a component of general and administrative expenses in the consolidated statements of operations and comprehensive loss. The Company has not recognized any financing leases to date. The Company’s lease requires other payments such as costs related to service components, real estate taxes, common area maintenance, and insurance. These costs are generally variable in nature and based on the actual costs incurred and required by the lease. As the Company has elected to not separate lease and non-lease components for all classes of underlying assets, all variable costs associated with the lease are expensed in the period incurred and presented and disclosed as variable lease costs. ASC 842 requires that a lessee use the rate implicit in the lease when measuring the lease liability and ROU asset, unless that rate is not readily determinable. When the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Company gives consideration to the Company’s credit standing, the term of the lease, total lease payments and adjusts for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. |
Research and Development Expenses | Research and Development Expenses Expenditures relating to research and development are expensed as incurred. Research and development expenses include external expenses incurred under arrangements with third parties; consulting costs; salaries and personnel-related costs, including non-cash stock-based compensation expense; license fees to acquire in-process research and development that does not have an alternative future use and other expenses. Non-refundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Where contingent milestone payments are due to third parties under research and development or license agreements, the milestone payment obligations are expensed when the related milestone events are achieved. As part of the process of preparing the consolidated financial statements, the Company is required to estimate its accrued research and development expenses as of each balance sheet date. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. This process involves reviewing open contracts, communicating with internal personnel to identify services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of the actual cost. The Company periodically confirms the accuracy of its estimates with its service providers and makes adjustments if necessary. The majority of the Company’s service providers invoice monthly in arrears for services performed or when contractual milestones are met. The financial terms of agreements with these service providers are subject to negotiation, vary from contract-to-contract and may result in uneven payment flows. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense. |
Intellectual Property Expenses | Intellectual Property Expenses The Company expenses legal costs related to patent applications as they are incurred. Such costs are classified as general and administrative expenses within the consolidated statements of operations and comprehensive loss. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based payments in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). This guidance requires all stock-based payments, including grants of stock options and restricted common units, to be recognized as expense in the consolidated statements of operations and comprehensive loss based on their grant date fair values. For stock options granted to employees, non-employees and members of the Company’s Board of Directors for their services on the Board of Directors, the Company estimates the grant date fair value of each stock option using the Black-Scholes option-pricing model. For stock-based payments subject to service-based vesting conditions, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock-based payment on a straight-line basis over the requisite service period. Prior to the Company being publicly-traded, Legacy Tourmaline estimated the grant date fair value of its common stock using an appropriate valuation methodology, in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation . Each valuation methodology included estimates and assumptions that required the Company’s judgment. These estimates and assumptions included a number of objective and subjective factors, including external market conditions, guideline public company information, the prices at which the Company sold convertible preferred stock to third parties in arms’ length transactions, the rights and preferences of securities senior to the Company’s common stock at the time and the likelihood of achieving a liquidity event such as an initial public offering or sale. Significant changes to the assumptions used in the valuations could result in different fair values at each valuation date. In addition to the grant date fair value of the Company’s common stock, the Black‑Scholes option pricing model requires the input of certain subjective assumptions, including (i) the calculation of expected term of the stock-based payment, (ii) the risk‑free interest rate, (iii) the expected stock price volatility and (iv) the expected dividend yield. The Company uses the simplified method as prescribed by SEC Staff Accounting Bulletin No. 107 to calculate the expected term for stock options granted to employees as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The Company determines the risk‑free interest rate based on a treasury instrument whose term is consistent with the expected term of the stock options. Because the Company has only been publicly-traded for a short period of time, there is a lack of Company‑specific historical and implied volatility data. Accordingly, the Company bases its estimates of expected volatility on the historical volatility of a group of publicly-traded companies with similar characteristics to itself, including stage of product development and therapeutic focus within the life sciences industry. Historical volatility is calculated over a period of time commensurate with the expected term of the stock-based payment. The Company uses an assumed dividend yield of zero as the Company has never paid dividends on its common stock, nor does it expect to pay dividends on its common stock in the foreseeable future. The Company accounts for forfeitures of all stock-based payments when such forfeitures occur . |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes , which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions using a more-likely-than-not threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors, including, but not limited to, changes in the law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. Interest and penalty charges, if any, related to income taxes would be classified as a component of the “Provision for income taxes” in the consolidated statements of operations and comprehensive loss. |
Net Loss per Share | Net Loss per Share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers its Series A convertible preferred stock and common stock issued subject to repurchase (related to early exercised stock options) to be participating securities. Net loss is attributed to common stockholders and participating securities based on their participation rights. Net loss attributable to common stockholders is not allocated to the Series A convertible preferred stock or common stock issued subject to repurchase as these holders do not have a contractual obligation to share in any losses. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share attributable to common stockholders includes the effect, if any, from common stock issued subject to repurchase and the potential exercise or conversion of securities such as stock options and convertible preferred stock, which would result in the issuance of incremental shares of common stock. The Company has not adjusted its weighted average number of common shares outstanding in the calculation of diluted loss per share attributable to common stockholders as the Company reported a net loss for all periods presented and the effect of the aforementioned securities is anti-dilutive. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk primarily consist of cash, cash equivalents and investments. Cash balances are deposited with federally-insured financial institutions in the United States and may, at times, exceed federally-insured limits. The Company maintains its cash, cash equivalents and investments with high-quality financial institutions and, consequently, the Company believes that such funds are subject to minimal credit risk. The Company’s cash equivalents are comprised of money market funds that are invested in U.S. Treasury and government agency obligations. The Company’s investments are comprised of commercial paper, government securities, and corporate debt securities. Credit risk in these securities is reduced as a result of the Company’s investment policy to limit the amount invested in any single issuer and to only invest in securities of a high credit quality. |
Recently Adopted Accounting Pronouncements and Yet to be Adopted | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This standard requires that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and it establishes additional disclosure requirements related to credit risks. For available-for-sale debt securities with expected credit losses, this standard now requires allowances to be recorded instead of reducing the amortized cost of the investment. This guidance was originally effective for annual reporting periods beginning after December 15, 2020 and interim periods within fiscal years beginning after December 31, 2021, and early adoption was permitted. In November 2019, the FASB subsequently issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates , whereby the effective date of this standard was deferred to annual reporting periods beginning after December 15, 2022, including interim periods within those annual reporting periods, and early adoption is still permitted. Accordingly, the Company adopted this new standard effective January 1, 2023, and the adoption of ASU 2016-13 did not have an impact on the consolidated financial statements. Recent Accounting Pronouncements - Yet to be Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . This guidance is intended to improve reportable segment disclosure requirements through enhanced disclosures as well as clarify that entities with a single reportable segment are subject to new and existing segment reporting requirements. This guidance is effective for annual periods in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Entities must apply this guidance on a retrospective basis. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
Reverse Merger (Tables)
Reverse Merger (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Reverse Recapitalization [Abstract] | |
Schedule Of Reverse Capitalization | The Company acquired the following assets and liabilities as part of the Reverse Merger (in thousands): Amount Cash and cash equivalents $ 392 Short-term investments 65,515 Prepaid expenses and other current assets 4,254 Accounts payable (726) Accrued expenses (543) Net assets acquired $ 68,892 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | Assets measured at fair value on a recurring basis as of December 31, 2023 were as follows (in thousands): Total Level 1 Level 2 Level 3 Money market funds, included in cash and cash equivalents $ 4,604 $ 4,604 $ — $ — Short-term investments: Commercial paper 32,555 — 32,555 — Government securities 26,724 7,907 18,817 — Corporate debt securities 2,947 — 2,947 — Total $ 66,830 $ 12,511 $ 54,319 $ — |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Debt Securities, Available-for-Sale | Cash equivalents and short-term investments as of December 31, 2023 were comprised as follows (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds, included in cash and cash equivalents $ 4,604 $ — $ — $ 4,604 Short-term investments: Commercial paper 32,515 44 (4) 32,555 Government securities 26,703 25 (4) 26,724 Corporate debt securities 2,941 6 — 2,947 Total $ 66,763 $ 75 $ (8) $ 66,830 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment, net as of December 31, 2023 and 2022 was comprised as follows (in thousands): Estimated Useful Life December 31, 2023 2022 Leasehold improvements Shorter of useful life or remaining lease term $ 74 $ 64 Computer and office equipment 3 years 49 23 Total property and equipment, gross 123 87 Less: accumulated depreciation (38) (6) Total property and equipment, net $ 85 $ 81 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities as of December 31, 2023 and 2022 were comprised as follows (in thousands): December 31, 2023 2022 Accrued bonus $ 1,994 $ 446 Accrued clinical and manufacturing costs 438 185 Accrued consulting fees 692 81 Accrued legal fees 237 54 Other accrued expenses and other current liabilities 349 34 Total accrued expenses and other current liabilities $ 3,710 $ 800 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Stock by Class | As of December 31, 2023 and 2022, the Company had reserved for future issuance the following number of shares of common stock: December 31, 2023 2022 Conversion of outstanding Series A convertible preferred stock — 2,163,764 Exercises of outstanding stock options under 2022 Equity Incentive Plan 1,403,409 404,673 Exercises of outstanding stock options under 2023 Equity Incentive Plan 1,042,291 — Vesting of restricted stock units under 2023 Equity Incentive Plan 19,113 — Common stock subject to repurchase related to early exercised stock options 388,943 — Future issuances under 2022 Equity Incentive Plan — 353,142 Future issuances under 2023 Equity Incentive Plan 971,444 — Future issuances under 2023 Employee Stock Purchase Plan 203,367 — Total shares reserved for future issuance 4,028,567 2,921,579 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | Total stock-based compensation expense recognized in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2023 and 2022 was as follows (in thousands): Year Ended December 31, 2023 2022 Research and development $ 2,322 $ 165 General and administrative 3,447 30 Total stock-based compensation expense $ 5,769 $ 195 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | The estimated grant-date fair value of the Company’s stock options was calculated using the Black-Scholes option pricing model, based on the following assumptions: Year Ended December 31, 2023 2022 Risk-free interest rate 3.4% – 4.8% 3.7% – 4.4% Dividend yield —% —% Volatility 82.2% – 86.1% 83.1% – 86.3% Expected term (in years) 5.5 – 6.1 3.3 – 6.1 |
Share-Based Payment Arrangement, Option, Activity | The following table summarizes changes in stock option activity during the year ended December 31, 2023: Options Weighted- Weighted- Aggregate Intrinsic Value Outstanding as of December 31, 2022 404,673 $ 0.14 7.2 $ 1,722 Granted 2,736,169 $ 8.33 Exercised (695,142) $ 0.21 Cancelled — $ — Outstanding as of December 31, 2023 2,445,700 $ 9.29 9.6 $ 41,320 Exercisable as of December 31, 2023 23,896 $ 11.02 9.7 $ 362 |
Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The following table summarizes changes in restricted stock unit activity during the year ended December 31, 2023: Shares Weighted- Unvested as of December 31, 2022 — $ — Granted 19,943 11.89 Vested (830) 11.89 Cancelled — — Unvested as of December 31, 2023 19,113 $ 11.89 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the federal statutory income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2023 2022 U.S. federal statutory income tax rate 21.0% 21.0% LLC period net book loss —% (14.9%) Federal valuation allowance (22.4%) (5.9%) Tax credit carryforwards 1.6% —% Permanent items, including stock-based compensation (0.2%) (0.2%) Effective tax rate —% —% |
Schedule of Deferred Tax Assets and Liabilities | The principal components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 were comprised as follows (in thousands): December 31, 2023 2022 Deferred tax assets: Capitalized research and development expenses $ 28,753 $ 3,462 Net operating loss carryforwards 5,483 261 Tax credit carryforwards 693 — Stock-based compensation expense 781 — Operating lease liability 114 106 Accrued expenses — 93 Other 61 32 Total deferred tax assets 35,885 3,954 Less: valuation allowance (34,040) (3,851) Net deferred tax assets 1,845 103 Deferred tax liabilities: Operating lease right-of-use asset (100) (103) Accretion (1,745) — Total deferred tax liabilities (1,845) (103) Net deferred taxes $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lessee, Operating Lease, Liability, to be Paid, Maturity | As of December 31, 2023, the future minimum lease payments due under the New York Office Lease are as follows (in thousands): Year Ending December 31, Amount 2024 $ 221 2025 227 2026 38 Total lease payments 486 Less: effect of discounting (71) Total operating lease liability $ 415 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following common stock equivalents have been excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive: December 31, 2023 2022 Series A convertible preferred stock — 2,163,764 Outstanding stock options under 2022 Equity Incentive Plan 1,403,409 374,282 Outstanding stock options under 2023 Equity Incentive Plan 1,042,291 — Unvested restricted stock units under 2023 Equity Incentive Plan 18,697 — Common stock subject to repurchase related to early exercised stock options 388,943 — Total 2,853,340 2,538,046 |
Nature of Business (Details)
Nature of Business (Details) $ in Millions | 1 Months Ended | |||
Oct. 19, 2023 USD ($) shares | Jan. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 shares | |
Class of Stock [Line Items] | ||||
Stock split ratio, common stock | 0.1 | |||
Exchange ratio | 0.07977 | |||
Common stock, shares, issued (in shares) | shares | 20,336,741 | 20,337,571 | 867,499 | |
Cash, cash equivalents and investments | $ | $ 203 | |||
Private Placement | ||||
Class of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 4,092,035 | |||
Consideration received on transaction | $ | $ 75 | |||
January 2024 Offering | Subsequent Event | ||||
Class of Stock [Line Items] | ||||
Consideration received on transaction | $ | $ 161.3 | |||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Stock issued during period, shares, new issues (in shares) | shares | 15,877,090 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Reverse Merger - Narrative (Det
Reverse Merger - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 19, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Reverse Recapitalization [Line Items] | |||
Stock-based compensation expenses | $ 2,900 | $ 5,769 | $ 195 |
Payment of reverse merger costs | 6,100 | 6,107 | 0 |
Goodwill | 0 | ||
Intangible assets | 0 | ||
Research and development | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Stock-based compensation expenses | 1,400 | 2,322 | 165 |
General and administrative | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Stock-based compensation expenses | $ 1,500 | $ 3,447 | $ 30 |
Reverse Merger - Schedule Of Ne
Reverse Merger - Schedule Of Net Assets Acquired (Details) $ in Thousands | Oct. 19, 2023 USD ($) |
Reverse Recapitalization [Abstract] | |
Cash and cash equivalents | $ 392 |
Short-term investments | 65,515 |
Prepaid expenses and other current assets | 4,254 |
Accounts payable | (726) |
Accrued expenses | (543) |
Net assets acquired | $ 68,892 |
Pfizer License Agreement (Detai
Pfizer License Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
May 02, 2023 | May 03, 2022 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Research and development expense | $ 32,368 | $ 17,526 | |||
Pfizer License Agreement | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Upfront payment | $ 5,000 | ||||
Consideration transferred | $ 12,100 | ||||
Royalty rate payment | 15% | ||||
Expected timing satisfaction, period | 12 years | ||||
Maximum payment on the timing of transaction | $ 20,000 | ||||
Pfizer License Agreement | Development and Regulatory Milestones | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Contingent consideration, liability | 128,000 | ||||
Pfizer License Agreement | Sales Milestones | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Contingent consideration, liability | $ 525,000 | ||||
Series A Convertible Preferred Units | Pfizer License Agreement | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Shares issued under license agreement (in shares) | 7,125,000 | ||||
Shares issued, price per share (usd per share) | $ 1 | ||||
Equity interest issued and issuable | $ 7,100 | ||||
Series A Convertible Preferred Stock | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Research and development expense | $ 8,800 | ||||
Series A Convertible Preferred Stock | Pfizer License Agreement | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Shares issued under license agreement (in shares) | 7,125,000 | ||||
Issuance of Series A convertible preferred stock pursuant to anti-dilution provision of license agreement with Pfizer Inc. (in shares) | 8,823,529 | ||||
Research and development expense | $ 8,800 | ||||
Series A Convertible Preferred Stock | Pfizer Inc. | Pfizer License Agreement | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Interest percent | 15% |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value, Assets Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds, included in cash and cash equivalents | $ 0 | |
Fair Value | $ 66,830 | $ 0 |
Total | 66,830 | |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 32,555 | |
Government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 26,724 | |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 2,947 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 12,511 | |
Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | |
Level 1 | Government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 7,907 | |
Level 1 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 54,319 | |
Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 32,555 | |
Level 2 | Government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 18,817 | |
Level 2 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 2,947 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | |
Level 3 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | |
Level 3 | Government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | |
Level 3 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | |
Money market funds, included in cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds, included in cash and cash equivalents | 4,604 | |
Money market funds, included in cash and cash equivalents | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds, included in cash and cash equivalents | 4,604 | |
Money market funds, included in cash and cash equivalents | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds, included in cash and cash equivalents | 0 | |
Money market funds, included in cash and cash equivalents | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds, included in cash and cash equivalents | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Cash and cash equivalents, fair value disclosure | $ 0 | |
Investments | $ 66,830 | 0 |
Liabilities, fair value disclosure | $ 0 | $ 0 |
Investments - Debt Securities,
Investments - Debt Securities, Available-for-Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized Cost | $ 66,763 | |
Unrealized Gains | 75 | |
Unrealized Losses | (8) | |
Fair Value | 66,830 | $ 0 |
Money market funds, included in cash and cash equivalents | Cash and Cash Equivalents | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized Cost | 4,604 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 4,604 | |
Commercial paper | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Fair Value | 32,555 | |
Commercial paper | Short-Term Investments | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized Cost | 32,515 | |
Unrealized Gains | 44 | |
Unrealized Losses | (4) | |
Fair Value | 32,555 | |
Government securities | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Fair Value | 26,724 | |
Government securities | Short-Term Investments | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized Cost | 26,703 | |
Unrealized Gains | 25 | |
Unrealized Losses | (4) | |
Fair Value | 26,724 | |
Corporate debt securities | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Fair Value | 2,947 | |
Corporate debt securities | Short-Term Investments | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized Cost | 2,941 | |
Unrealized Gains | 6 | |
Unrealized Losses | 0 | |
Fair Value | $ 2,947 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Investments | $ 66,830 | $ 0 |
Cash and cash equivalents, fair value disclosure | $ 0 | |
Unrealized loss position, less than 12 months | 49,300 | |
Unrealized loss position, more than 12 months | $ 0 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 123 | $ 87 |
Less: accumulated depreciation | (38) | (6) |
Total property and equipment, net | 85 | 81 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 74 | $ 64 |
Computer and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in Years) | 3 years | 3 years |
Total property and equipment, gross | $ 49 | $ 23 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued bonus | $ 1,994 | $ 446 |
Accrued clinical and manufacturing costs | 438 | 185 |
Accrued consulting fees | 692 | 81 |
Accrued legal fees | 237 | 54 |
Other accrued expenses and other current liabilities | 349 | 34 |
Total accrued expenses and other current liabilities | $ 3,710 | $ 800 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
May 02, 2023 USD ($) $ / shares shares | Apr. 18, 2022 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Sep. 02, 2022 $ / shares shares | May 03, 2022 shares | Dec. 31, 2021 shares | |
Class of Stock [Line Items] | ||||||||
Convertible preferred stock, shares authorized (in shares) | 0 | 27,125,000 | ||||||
Convertible preferred stock, par value ( usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Research and development expense | $ | $ 32,368 | $ 17,526 | ||||||
Conversion of convertible preferred stock to common stock in connection with reverse merger (in shares) | 10,222,414 | |||||||
Convertible preferred stock, shares outstanding (in shares) | 0 | 27,125,000 | ||||||
Undesignated preferred stock, shares authorized (in shares) | 10,000,000 | 0 | ||||||
Shares outstanding (in shares) | 0 | 0 | ||||||
Stock issued (in shares) | 0 | 0 | ||||||
Series A Convertible Preferred Units | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion ratio | 1 | |||||||
Convertible preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |||||
Series A Convertible Preferred Units | Pfizer License Agreement | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued under license agreement (in shares) | 7,125,000 | |||||||
Series A Convertible Preferred Units | Initial Series A Securities Purchase Agreement | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | 20,000,000 | |||||||
Price per share (usd per share) | $ / shares | $ 1 | |||||||
Consideration received on transaction | $ | $ 20,000 | |||||||
Series A Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion ratio | 1 | |||||||
Convertible preferred stock, shares authorized (in shares) | 27,125,000 | |||||||
Convertible preferred stock, par value ( usd per share) | $ / shares | $ 0.0001 | |||||||
Research and development expense | $ | $ 8,800 | |||||||
Convertible preferred stock, shares outstanding (in shares) | 0 | 27,125,000 | 0 | |||||
Series A Convertible Preferred Stock | Pfizer License Agreement | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued under license agreement (in shares) | 7,125,000 | |||||||
Issuance of Series A convertible preferred stock pursuant to anti-dilution provision of license agreement with Pfizer Inc. (in shares) | 8,823,529 | |||||||
Research and development expense | $ | $ 8,800 | |||||||
Series A Convertible Preferred Stock | Series A Extension | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | 92,200,000 | |||||||
Price per share (usd per share) | $ / shares | $ 1 | |||||||
Consideration received on transaction | $ | $ 92,200 |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) vote shares | Dec. 31, 2022 shares | Sep. 02, 2022 | May 03, 2022 shares | |
Class of Stock [Line Items] | ||||
Common unit, outstanding (in shares) | 6.39697802 | |||
Common stock, conversion ratio | 1 | |||
Common stock, shares authorized (in shares) | 140,000,000 | 50,000,000 | ||
Number of votes for each share of common stock | vote | 1 | |||
Dividends, common stock | $ | $ 0 | |||
Nonvoting Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 10,000,000 |
Common Stock - Schedule of Shar
Common Stock - Schedule of Shares Reserved For Future Issuance (Details) - shares | Dec. 31, 2023 | Oct. 17, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | |||
Shares reserved for future issuance (in shares) | 4,028,567 | 2,921,579 | |
2022 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Shares reserved for future issuance (in shares) | 0 | 353,142 | |
2023 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Shares reserved for future issuance (in shares) | 971,444 | 2,033,677 | 0 |
2023 ESPP | |||
Class of Stock [Line Items] | |||
Shares reserved for future issuance (in shares) | 203,367 | 0 | |
Restricted Stock Units (RSUs) | |||
Class of Stock [Line Items] | |||
Shares reserved for future issuance (in shares) | 19,113 | 0 | |
Common stock subject to repurchase related to early exercised stock options | |||
Class of Stock [Line Items] | |||
Shares reserved for future issuance (in shares) | 388,943 | 0 | |
Employee Stock Option | 2022 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Shares reserved for future issuance (in shares) | 1,403,409 | 404,673 | |
Employee Stock Option | 2023 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Shares reserved for future issuance (in shares) | 1,042,291 | 0 | |
Series A convertible preferred stock | |||
Class of Stock [Line Items] | |||
Shares reserved for future issuance (in shares) | 0 | 2,163,764 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Oct. 17, 2023 shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares reserved for future issuance (in shares) | 4,028,567 | 2,921,579 | |
Share-based compensation arrangement by share-based payment award, fair value assumptions, weighted average fair value of common stock (usd per share) | $ / shares | $ 4.39 | ||
Share-based compensation arrangement by share-based payment award, options, grants in period, weighted average grant date fair value (usd per share) | $ / shares | $ 6.60 | $ 4.26 | |
Share-based compensation arrangement by share-based payment award, options, exercises in period, intrinsic value | $ | $ 1,800 | ||
Share-based compensation arrangement by share-based payment award, options, exercises in period (in shares) | 695,142 | 0 | |
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount | $ | $ 16,800 | ||
Proceeds from stock options exercised | $ | 144 | $ 0 | |
Deferred compensation share-based arrangements, liability, current | $ | $ 100 | ||
Employee Stock Option | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, fair value assumptions, weighted average fair value of common stock (usd per share) | $ / shares | $ 8.33 | ||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 3 years 6 months | ||
Restricted Stock Units (RSUs) | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares reserved for future issuance (in shares) | 19,113 | 0 | |
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 3 years 8 months 12 days | ||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period, fair value | $ | $ 100 | ||
Share-based payment arrangement, nonvested award, excluding option, cost not yet recognized, amount | $ | $ 200 | ||
Common stock subject to repurchase related to early exercised stock options | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares reserved for future issuance (in shares) | 388,943 | 0 | |
Share-based compensation arrangement by share-based payment award, options, exercises in period (in shares) | 647,386 | 0 | |
Share-based compensation arrangement by share-based payment award, repurchase of options, period | 6 months | ||
Share-based compensation arrangement by share-based payment award, options, nonvested, number of shares (in shares) | 388,943 | ||
2023 Equity Incentive Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares reserved for future issuance (in shares) | 2,033,677 | 971,444 | 0 |
Share-based compensation arrangement by share-based payment award, number of annual increase of shares authorized, period | 10 years | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage of Outstanding Stock Maximum | 5% | ||
Share-based compensation arrangement by share-based payment award, maximum number of shares authorized, multiple of share reserve | 3 | ||
2023 Equity Incentive Plan | Employee Stock Option | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | ||
Shares reserved for future issuance (in shares) | 1,042,291 | 0 | |
2023 ESPP | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares reserved for future issuance (in shares) | 203,367 | 0 | |
2023 ESPP | Employee Stock | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, number of annual increase of shares authorized, period | 10 years | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage of Outstanding Stock Maximum | 1% | ||
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares) | 203,367 | ||
Share-based compensation arrangement by share-based payment award, maximum number of shares authorized, multiple of share reserve | 3 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 19, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 2,900 | $ 5,769 | $ 195 |
Research and development | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total stock-based compensation expense | 1,400 | 2,322 | 165 |
General and administrative | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 1,500 | $ 3,447 | $ 30 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Valuation Assumptions (Details) - Employee Stock Option | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate (minimum) | 3.40% | 3.70% |
Risk-free interest rate (maximum) | 4.80% | 4.40% |
Dividend yield | 0% | 0% |
Volatility (minimum) | 82.20% | 83.10% |
Volatility (maximum) | 86.10% | 86.30% |
Minimum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 6 months | 3 years 3 months 18 days |
Maximum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Options | ||
Beginning balance, outstanding (in shares) | 404,673 | |
Granted (in shares) | 2,736,169 | |
Exercised (in shares) | (695,142) | 0 |
Cancelled (in shares) | 0 | |
Ending balance, outstanding (in shares) | 2,445,700 | 404,673 |
Exercisable (in shares) | 23,896 | |
Weighted- Average Exercise Price | ||
Beginning balance, outstanding (usd per share) | $ 0.14 | |
Granted (usd per share) | 8.33 | |
Exercised (usd per share) | 0.21 | |
Cancelled (usd per share) | 0 | |
Ending balance, outstanding (usd per share) | 9.29 | $ 0.14 |
Exercisable (usd per share) | $ 11.02 | |
Stock Options Additional Disclosures | ||
Weighted average remaining contractual term, outstanding | 9 years 7 months 6 days | 7 years 2 months 12 days |
Weighted average remaining contractual term, exercisable | 9 years 8 months 12 days | |
Aggregate intrinsic value, outstanding | $ 41,320 | $ 1,722 |
Aggregate intrinsic value, exercisable | $ 362 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Shares | |
Beginning balance, unvested, outstanding (in shares) | shares | 0 |
Granted (in shares) | shares | 19,943 |
Vested (in shares) | shares | (830) |
Forfeited (in shares) | shares | 0 |
Ending balance, unvested, outstanding (in shares) | shares | 19,113 |
Weighted- Average Grant Date Fair Value per Share | |
Beginning balance, unvested (usd per share) | $ / shares | $ 0 |
Granted (usd per share) | $ / shares | 11.89 |
Vested (usd per share) | $ / shares | 11.89 |
Cancelled (usd per share) | $ / shares | 0 |
Ending balance, unvested (usd per share) | $ / shares | $ 11.89 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax expense (benefit) | $ 0 | $ 0 |
Tax credit carryforward | 700,000 | |
Increase (decrease) in valuation allowance | 30,200,000 | |
Unrecognized tax benefits | 0 | $ 0 |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 16,700,000 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 28,200,000 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory income tax rate | 21% | 21% |
LLC period net book loss | 0% | (14.90%) |
Federal valuation allowance | (22.40%) | (5.90%) |
Tax credit carryforwards | 1.60% | 0% |
Permanent items, including stock-based compensation | (0.20%) | (0.20%) |
Effective tax rate | 0% | 0% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Capitalized research and development expenses | $ 28,753 | $ 3,462 |
Net operating loss carryforwards | 5,483 | 261 |
Tax credit carryforwards | 693 | 0 |
Stock-based compensation expense | 781 | 0 |
Operating lease liability | 114 | 106 |
Accrued expenses | 0 | 93 |
Other | 61 | 32 |
Total deferred tax assets | 35,885 | 3,954 |
Less: valuation allowance | (34,040) | (3,851) |
Net deferred tax assets | 1,845 | 103 |
Deferred tax liabilities: | ||
Operating lease right-of-use asset | (100) | (103) |
Accretion | (1,745) | 0 |
Total deferred tax liabilities | (1,845) | (103) |
Net deferred taxes | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | 2 Months Ended | 12 Months Ended | ||
Feb. 13, 2024 USD ($) | Oct. 03, 2023 letter lawsuit | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Loss Contingencies [Line Items] | ||||
Demand letters | letter | 11 | |||
Number of lawsuits | lawsuit | 3 | |||
Security deposit | $ 0.2 | $ 0.2 | ||
Company calculated discount rate | 15.60% | |||
Operating lease expense | $ 0.2 | 0.1 | ||
Operating lease, payments | 0.2 | |||
Short-term lease, cost | 0 | 0 | ||
Variable lease, cost | $ 0 | $ 0 | ||
Remaining lease term | 2 years 2 months 12 days | |||
Subsequent Event | ||||
Loss Contingencies [Line Items] | ||||
Litigation settlement | $ 0.2 |
Commitments and Contingencies_2
Commitments and Contingencies - Lessee, Operating Lease, Liability, to be Paid, Maturity (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 | $ 221 |
2025 | 227 |
2026 | 38 |
Total lease payments | 486 |
Less: effect of discounting | (71) |
Total operating lease liability | $ 415 |
401(k) Savings Plan (Details)
401(k) Savings Plan (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Retirement Benefits [Abstract] | |
Define contribution plan | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||||
Jun. 01, 2023 | May 31, 2023 | May 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 04, 2022 | Oct. 01, 2021 | |
Related Party Transaction [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, options, exercises in period (in shares) | 695,142 | 0 | |||||
Exercised (usd per share) | $ 0.21 | ||||||
Shares acquired, average cost per share (usd per share) | $ 2.76 | ||||||
Treasury stock, value, acquired, cost method | $ 0.2 | ||||||
Investor | KVP Capital LP Promissory Note | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument, face amount | $ 0.3 | $ 0.2 | |||||
Gain (loss) on extinguishment of debt | $ 0 | ||||||
Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, options, exercises in period (in shares) | 75,782 | ||||||
Exercised (usd per share) | $ 0.13 |
Net Loss per Share (Details)
Net Loss per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 2,853,340 | 2,538,046 |
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 (in shares) | 0 | 2,163,764 |
Employee Stock Option | 2022 Equity Incentive Plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 1,403,409 | 374,282 |
Employee Stock Option | 2023 Equity Incentive Plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 1,042,291 | 0 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 18,697 | 0 |
Common stock subject to repurchase related to early exercised stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 388,943 | 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |
Jan. 25, 2024 | Jan. 31, 2024 | |
Underwriting Agreement | ||
Subsequent Event [Line Items] | ||
Sale of stock, number of shares issued in transaction (in shares) | 4,615,384 | |
Price per share (usd per share) | $ 32.50 | |
Over-Allotment Option | ||
Subsequent Event [Line Items] | ||
Sale of stock, number of shares issued in transaction (in shares) | 692,307 | |
Maximum number of shares available for underwriters (in shares) | 30 | |
January 2024 Offering | ||
Subsequent Event [Line Items] | ||
Gross proceeds from issuance initial public offering | $ 172.5 | |
Consideration received on transaction | $ 161.3 |