Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 10, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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, $0.0001 par value per share | |
Trading Symbol | TRML | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 25,646,509 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001827506 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 98,286 | $ 140,726 |
Short-term investments | 194,773 | 62,225 |
Prepaid expenses and other current assets | 7,040 | 5,923 |
Total current assets | 300,099 | 208,874 |
Property and equipment, net | 75 | 85 |
Total long-term investments | 57,237 | 0 |
Restricted cash | 227 | 227 |
Operating lease right-of-use asset | 327 | 362 |
Other non-current assets | 1,204 | 747 |
Total assets | 359,169 | 210,295 |
Current liabilities | ||
Accounts payable | 1,936 | 1,071 |
Accrued expenses and other current liabilities | 2,668 | 3,710 |
Operating lease liability, current portion | 223 | 221 |
Total current liabilities | 4,827 | 5,002 |
Operating lease liability, net of current portion | 153 | 194 |
Other liabilities | 50 | 57 |
Total liabilities | 5,030 | 5,253 |
Commitments and Contingencies (Note 11) | ||
Stockholders’ equity | ||
Undesignated preferred stock, $0.0001 par value – 10,000,000 shares authorized as of March 31, 2024 and December 31, 2023, no shares issued or outstanding as of March 31, 2024 or December 31, 2023 | 0 | 0 |
Common stock, $0.0001 par value – 140,000,000 voting shares authorized as of March 31, 2024 and December 31, 2023, 25,646,509 and $20,337,571 voting shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively; 10,000,000 non-voting shares authorized as of March 31, 2024 and December 31, 2023, no non-voting shares issued or outstanding as of March 31, 2024 or December 31, 2023 | 3 | 2 |
Additional paid-in capital | 429,751 | 267,024 |
Accumulated other comprehensive (loss) income | (253) | 67 |
Accumulated deficit | (75,362) | (62,051) |
Total stockholders’ equity | 354,139 | 205,042 |
Total liabilities and stockholders’ equity | $ 359,169 | $ 210,295 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Undesignated preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Undesignated preferred stock, shares authorized (in shares) | 10,000,000 | |
Undesignated preferred stock, shares outstanding (in shares) | 0 | |
Undesignated preferred stock, shares issued (in shares) | 0 | |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 140,000,000 | 140,000,000 |
Common stock, shares, issued (in shares) | 25,646,509 | 20,337,571 |
Common stock, shares, outstanding (in shares) | 25,646,509 | 20,337,571 |
Nonvoting Common Stock | ||
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, shares, issued (in shares) | 0 | 0 |
Common stock, shares, outstanding (in shares) | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating expenses: | ||
Research and development | $ 11,376 | $ 6,137 |
General and administrative | 6,141 | 1,365 |
Total operating expenses | 17,517 | 7,502 |
Loss from operations | (17,517) | (7,502) |
Other income, net | 4,206 | 0 |
Net loss | $ (13,311) | $ (7,502) |
Net loss per share, basic (usd per share) | $ (0.55) | $ (8.28) |
Net loss per share, diluted (usd per share) | $ (0.55) | $ (8.28) |
Weighted-average, common shares outstanding, basic (in shares) | 24,082 | 906 |
Weighted-average, common shares outstanding, diluted (in shares) | 24,082 | 906 |
Other comprehensive loss: | ||
Unrealized loss on investments | $ (320) | $ 0 |
Comprehensive loss | $ (13,631) | $ (7,502) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' (Deficit) Equity (unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Series A Convertible Preferred Stock | |
Beginning balance (in shares) at Dec. 31, 2022 | 27,125,000 | ||||||
Beginning balance at Dec. 31, 2022 | $ 27,125 | ||||||
Ending balance at Mar. 31, 2023 | $ 27,125 | ||||||
Ending balance (in shares) at Mar. 31, 2023 | 27,125,000 | ||||||
Beginning balance (in shares) at Dec. 31, 2022 | [1] | 867,499 | |||||
Beginning balance at Dec. 31, 2022 | $ (19,732) | $ 0 | $ 195 | $ 0 | $ (19,927) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation expense | 393 | 393 | |||||
Unrealized loss on investments | 0 | ||||||
Net loss | (7,502) | (7,502) | |||||
Ending balance at Mar. 31, 2023 | $ (26,841) | $ 0 | 588 | 0 | (27,429) | ||
Ending balance (in shares) at Mar. 31, 2023 | [1] | 867,499 | |||||
Beginning balance (in shares) at Dec. 31, 2023 | 0 | ||||||
Beginning balance at Dec. 31, 2023 | $ 0 | ||||||
Ending balance at Mar. 31, 2024 | $ 0 | ||||||
Ending balance (in shares) at Mar. 31, 2024 | 0 | ||||||
Beginning balance (in shares) at Dec. 31, 2023 | 20,337,571 | 20,337,571 | |||||
Beginning balance at Dec. 31, 2023 | $ 205,042 | $ 2 | 267,024 | 67 | (62,051) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock from public offering, net of issuance costs (in shares) | 5,307,691 | ||||||
Issuance of common stock from public offering, net of issuance costs | 161,333 | $ 1 | 161,332 | ||||
Stock-based compensation expense | 1,388 | 1,388 | |||||
Vesting of early exercised stock options | 7 | 7 | |||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 1,247 | ||||||
Unrealized loss on investments | (320) | (320) | |||||
Net loss | (13,311) | (13,311) | |||||
Ending balance at Mar. 31, 2024 | $ 354,139 | $ 3 | $ 429,751 | $ (253) | $ (75,362) | ||
Ending balance (in shares) at Mar. 31, 2024 | 25,646,509 | 25,646,509 | |||||
[1] * Amounts have been restated for the impact of the reverse merger outlined further within Notes 1 and 3. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities: | ||
Net loss | $ (13,311) | $ (7,502) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 1,388 | 393 |
Non-cash lease expense | 35 | 32 |
Depreciation on property and equipment | 10 | 6 |
Accretion of discount on investments | (1,181) | 0 |
Realized gain on investments | (54) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,118) | (676) |
Other non-current assets | (457) | 0 |
Accounts payable | 866 | 3,018 |
Accrued expenses and other current liabilities | (1,061) | 938 |
Operating lease liabilities | (40) | 0 |
Net cash used in operating activities | (14,923) | (3,791) |
Investing activities: | ||
Purchases of property and equipment | 0 | (24) |
Purchases of investments | (215,869) | 0 |
Maturities of investments | 27,000 | 0 |
Net cash used in investing activities | (188,869) | (24) |
Financing activities: | ||
Proceeds from public offering of common stock, net of issuance costs | 161,352 | 0 |
Net cash provided by financing activities | 161,352 | 0 |
Net decrease in cash, cash equivalents and restricted cash | (42,440) | (3,815) |
Cash, cash equivalents and restricted cash—Beginning of period | 140,953 | 8,474 |
Cash, cash equivalents and restricted cash—End of period | 98,513 | 4,659 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 98,286 | 4,443 |
Restricted cash | 227 | 216 |
Total cash, cash equivalents and restricted cash | 98,513 | 4,659 |
Non-cash investing and financing activities: | ||
Unpaid public offering costs included in accrued expenses | 20 | 0 |
Purchases of property and equipment included in accounts payable and accrued expenses | 0 | 9 |
Unpaid deferred offering costs included in accrued expenses | $ 0 | $ 63 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2024 | |
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. 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 eff ected 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 March 31, 2024, the Company had cash, cash equivalents, and investments of $350.3 million. The Company expects that its existing cash, cash equivalents and investments will enable it to fund its expected operating expenses and capital expenditure requirements for at least 12 months from May 13, 2024, the filing date of this Quarterly Report on Form 10-Q. 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 | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements as of March 31, 2024 and December 31, 2023, and for the three months ended March 31, 2024 and 2023, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) as found in the Accounting Standards Codification (“ASC”) of the Financial Accounting Standards Board (“FASB”) for condensed consolidated financial information. In the opinion of management, these condensed consolidated financial statements reflect all normal recurring adjustments which are necessary for a fair presentation of the Company’s financial position and results of its operations, as of and for the periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 19, 2024 (the “2023 Form 10-K”). The information presented in the condensed consolidated financial statements and related notes as of March 31, 2024, and for the three months ended March 31, 2024 and 2023, is unaudited. The condensed consolidated balance sheet as of December 31, 2023 included herein was derived from the audited financial statements included in the 2023 Form 10-K. Interim results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024, or any future period. The condensed 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. Summary of Significant Accounting Policies The significant accounting policies and estimates used in the preparation of the condensed consolidated financial statements are described in the Company’s audited financial statements as of and for the year ended December 31, 2023 and the notes thereto, which are included in the related Annual Report on Form 10-K. There have been no material changes in the Company’s significant accounting policies during the three months ended March 31, 2024. 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. 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 condensed consolidated financial statements. In March 2024, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the United States and in foreign jurisdictions. This guidance is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively, and early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its condensed consolidated financial statements. |
Reverse Merger
Reverse Merger | 3 Months Ended |
Mar. 31, 2024 | |
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 the Company’s financial statements at the effective time of the Reverse 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. |
Pfizer License Agreement
Pfizer License Agreement | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024, 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 | 3 Months Ended |
Mar. 31, 2024 | |
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,government securities, and corporate debt 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 condensed 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 March 31, 2024 were as follows (in thousands): Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents and short-term investments: Money market funds, included in cash equivalents $ 7,361 $ 7,361 $ — $ — Commercial paper 74,850 — 74,850 — Government securities 79,854 67,388 12,466 — Corporate debt securities 52,988 — 52,988 — Total cash equivalents and short-term investments 215,053 74,749 140,304 — Long-term investments: Corporate debt securities 57,237 — 57,237 — Total long-term investments 57,237 — 57,237 — Total cash equivalents and investments $ 272,290 $ 74,749 $ 197,541 $ — Assets measured at fair value on a recurring basis as of December 31, 2023 were as follows (in thousands): Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents and short-term investments: Money market funds, included in cash equivalents $ 4,604 $ 4,604 $ — $ — Commercial paper 32,555 — 32,555 — Government securities 26,724 7,907 18,817 — Corporate debt securities 2,947 — 2,947 — Total cash equivalents and short-term investments 66,830 12,511 54,319 — Total cash equivalents and investments $ 66,830 $ 12,511 $ 54,319 $ — |
Investments
Investments | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Cash equivalents, short-term and long-term investments as of March 31, 2024 were comprised as follows (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents and short-term investments: Money market funds, included in cash equivalents $ 7,361 $ — $ — $ 7,361 Commercial paper 74,954 — (104) 74,850 Government securities 79,878 — (24) 79,854 Corporate debt securities 53,049 — (61) 52,988 Total cash equivalents and short-term investments 215,242 — (189) 215,053 Long-term investments: Corporate debt securities 57,368 — (131) 57,237 Total long-term investments 57,368 — (131) 57,237 Total cash equivalents and investments $ 272,610 $ — $ (320) $ 272,290 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 Cash equivalents and short-term investments: Money market funds, included in cash equivalents $ 4,604 $ — $ — $ 4,604 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 cash equivalents and short-term investments 66,763 75 (8) 66,830 Total cash equivalents and investments $ 66,763 $ 75 $ (8) $ 66,830 As of March 31, 2024, the aggregate fair value of securities that were in an unrealized loss position for less than twelve months was $229.6 million. 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. As of March 31, 2024 and December 31, 2023, the Company did not hold any securities that were in an unrealized loss position for greater than twelve months. Based upon its assessment of securities in an unrealized loss position, the Company did not record any allowances for credit losses during the three months ended March 31, 2024 or during the year ended December 31, 2023. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities as of March 31, 2024 and December 31, 2023 were comprised as follows (in thousands): March 31, December 31, 2024 2023 Accrued bonus $ 828 $ 1,994 Accrued clinical and manufacturing costs 609 438 Accrued consulting fees 658 692 Accrued legal fees 264 237 Other accrued expenses and other current liabilities 309 349 Total accrued expenses and other current liabilities $ 2,668 $ 3,710 |
Convertible Preferred Stock
Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2024 | |
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. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Common Stock | Common Stock On January 25, 2024, the Company entered into an 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 (the “January 2024 Offering”). Under the January 2024 Offering, the Company also 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. Total gross proceeds from the January 2024 Offering were approximately $172.5 million, including the full exercise by the Underwriters of their option to purchase additional shares. Net proceeds were approximately $161.3 million after deducting underwriting discounts and commissions and offering expenses payable by the Company. As of March 31, 2024, the Company is 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 March 31, 2024, no dividends had been declared. As of March 31, 2024 and December 31, 2023, the Company had reserved for future issuance the following number of shares of common stock: March 31, December 31, 2024 2023 Exercises of outstanding stock options under 2022 Equity Incentive Plan 1,403,409 1,403,409 Exercises of outstanding stock options under 2023 Equity Incentive Plan 1,111,311 1,042,291 Vesting of restricted stock units under 2023 Equity Incentive Plan 17,866 19,113 Common stock subject to repurchase related to early exercised stock options 341,198 388,943 Future issuances under 2023 Equity Incentive Plan 1,919,302 971,444 Future issuances under 2023 Employee Stock Purchase Plan 406,742 203,367 Total shares reserved for future issuance 5,199,828 4,028,567 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
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 2023 Plan 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 (such increase, the “2023 Plan Evergreen Refresh”); 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 2023 Plan Share Reserve. Under the aforementioned 2023 Plan Evergreen Refresh, 1,016,878 shares were added to the Initial 2023 Plan Share Reserve effective January 1, 2024. As of March 31, 2024, there were 1,919,302 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 (such increase, the “ESPP Evergreen Refresh”). 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. Under the aforementioned ESPP Evergreen Refresh, 203,375 shares were added to the Initial ESPP Share Reserve effective January 1, 2024 such that 406,742 shares of common stock may be issued under the 2023 ESPP as of March 31, 2024. No offering periods under the 2023 ESPP had been initiated as of March 31, 2024. Stock-based Compensation Expense Total stock-based compensation expense recognized in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023 was as follows (in thousands): Three Months Ended 2024 2023 Research and development $ 556 $ 44 General and administrative 832 349 Total stock-based compensation expense $ 1,388 $ 393 Stock Option Activity The fair value of stock options granted during the three months ended March 31, 2024 and 2023 was calculated on the date of grant using the following assumptions: Three Months Ended 2024 2023 Risk-free interest rate 3.9% – 4.3% 3.4% – 3.7% Dividend yield —% —% Volatility 83.5% – 85.7% 83.4% – 84.3% Expected term (in years) 6.1 5.5 – 6.1 The weighted-average fair value of the Company’s common stock utilized in the valuation of stock options granted during the three months ended March 31, 2024 and 2023 was $30.48 and $0.25 per share, respectively. Using the Black-Scholes option pricing model, the weighted-average grant date fair value of stock options granted during the three months ended March 31, 2024 and 2023 was $22.57 and $4.01 per share, respectively. The following table summarizes changes in stock option activity during the three months ended March 31, 2024: Options Weighted- Weighted- Aggregate Intrinsic Value Outstanding as of December 31, 2023 2,445,700 $ 9.29 9.6 $ 41,320 Granted 80,650 $ 30.48 Exercised — $ — Cancelled (11,630) $ 10.88 Outstanding as of March 31, 2024 2,514,720 $ 9.96 9.4 $ 33,158 Exercisable as of March 31, 2024 42,316 $ 9.94 9.4 $ 549 No stock options were exercised during the three months ended March 31, 2024 and 2023. As of March 31, 2024, the total unrecognized stock-based compensation expense related to unvested stock options was $17.2 million, which the Company expects to recognize over a weighted-average period of approximately 3.2 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. During 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 condensed 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 March 31, 2024. As of March 31, 2024, 341,198 early exercised stock options remain unvested. 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 three months ended March 31, 2024: Shares Weighted- Unvested as of December 31, 2023 19,113 $ 11.89 Granted — $ — Vested (1,247) $ 11.89 Cancelled — $ — Unvested as of March 31, 2024 17,866 $ 11.89 The total grant date fair value of restricted stock units vested during the three months ended March 31, 2024 was less than $0.1 million. No restricted stock units vested during the three months ended March 31, 2023. As of March 31, 2024, 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 3.5 years. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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 Current Report on 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. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions 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. There were no amounts due to or from any related party as of either March 31, 2024 or December 31, 2023. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2024 | |
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: Three Months Ended 2024 2023 Series A convertible preferred stock — 2,163,764 Outstanding stock options under 2022 Equity Inventive Plan 1,403,409 681,310 Outstanding stock options under 2023 Equity Inventive Plan 1,111,311 — Unvested restricted stock units under 2023 Equity Incentive Plan 17,451 — Common stock subject to repurchase related to early exercised stock options 341,198 — Total 2,873,369 2,845,074 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements as of March 31, 2024 and December 31, 2023, and for the three months ended March 31, 2024 and 2023, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) as found in the Accounting Standards Codification (“ASC”) of the Financial Accounting Standards Board (“FASB”) for condensed consolidated financial information. In the opinion of management, these condensed consolidated financial statements reflect all normal recurring adjustments which are necessary for a fair presentation of the Company’s financial position and results of its operations, as of and for the periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 19, 2024 (the “2023 Form 10-K”). The information presented in the condensed consolidated financial statements and related notes as of March 31, 2024, and for the three months ended March 31, 2024 and 2023, is unaudited. The condensed consolidated balance sheet as of December 31, 2023 included herein was derived from the audited financial statements included in the 2023 Form 10-K. Interim results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024, or any future period. |
Use of Estimates | Use of Estimates |
Recent Accounting Pronouncements - Yet to be Adopted | 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 condensed consolidated financial statements. In March 2024, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the United States and in foreign jurisdictions. This guidance is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively, and early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its condensed consolidated financial statements. |
Reverse Merger (Tables)
Reverse Merger (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | Assets measured at fair value on a recurring basis as of March 31, 2024 were as follows (in thousands): Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents and short-term investments: Money market funds, included in cash equivalents $ 7,361 $ 7,361 $ — $ — Commercial paper 74,850 — 74,850 — Government securities 79,854 67,388 12,466 — Corporate debt securities 52,988 — 52,988 — Total cash equivalents and short-term investments 215,053 74,749 140,304 — Long-term investments: Corporate debt securities 57,237 — 57,237 — Total long-term investments 57,237 — 57,237 — Total cash equivalents and investments $ 272,290 $ 74,749 $ 197,541 $ — Assets measured at fair value on a recurring basis as of December 31, 2023 were as follows (in thousands): Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents and short-term investments: Money market funds, included in cash equivalents $ 4,604 $ 4,604 $ — $ — Commercial paper 32,555 — 32,555 — Government securities 26,724 7,907 18,817 — Corporate debt securities 2,947 — 2,947 — Total cash equivalents and short-term investments 66,830 12,511 54,319 — Total cash equivalents and investments $ 66,830 $ 12,511 $ 54,319 $ — |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Debt Securities, Available-for-Sale | Cash equivalents, short-term and long-term investments as of March 31, 2024 were comprised as follows (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents and short-term investments: Money market funds, included in cash equivalents $ 7,361 $ — $ — $ 7,361 Commercial paper 74,954 — (104) 74,850 Government securities 79,878 — (24) 79,854 Corporate debt securities 53,049 — (61) 52,988 Total cash equivalents and short-term investments 215,242 — (189) 215,053 Long-term investments: Corporate debt securities 57,368 — (131) 57,237 Total long-term investments 57,368 — (131) 57,237 Total cash equivalents and investments $ 272,610 $ — $ (320) $ 272,290 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 Cash equivalents and short-term investments: Money market funds, included in cash equivalents $ 4,604 $ — $ — $ 4,604 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 cash equivalents and short-term investments 66,763 75 (8) 66,830 Total cash equivalents and investments $ 66,763 $ 75 $ (8) $ 66,830 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities as of March 31, 2024 and December 31, 2023 were comprised as follows (in thousands): March 31, December 31, 2024 2023 Accrued bonus $ 828 $ 1,994 Accrued clinical and manufacturing costs 609 438 Accrued consulting fees 658 692 Accrued legal fees 264 237 Other accrued expenses and other current liabilities 309 349 Total accrued expenses and other current liabilities $ 2,668 $ 3,710 |
Common Stock (Tables)
Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Stock by Class | As of March 31, 2024 and December 31, 2023, the Company had reserved for future issuance the following number of shares of common stock: March 31, December 31, 2024 2023 Exercises of outstanding stock options under 2022 Equity Incentive Plan 1,403,409 1,403,409 Exercises of outstanding stock options under 2023 Equity Incentive Plan 1,111,311 1,042,291 Vesting of restricted stock units under 2023 Equity Incentive Plan 17,866 19,113 Common stock subject to repurchase related to early exercised stock options 341,198 388,943 Future issuances under 2023 Equity Incentive Plan 1,919,302 971,444 Future issuances under 2023 Employee Stock Purchase Plan 406,742 203,367 Total shares reserved for future issuance 5,199,828 4,028,567 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | Total stock-based compensation expense recognized in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023 was as follows (in thousands): Three Months Ended 2024 2023 Research and development $ 556 $ 44 General and administrative 832 349 Total stock-based compensation expense $ 1,388 $ 393 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | The fair value of stock options granted during the three months ended March 31, 2024 and 2023 was calculated on the date of grant using the following assumptions: Three Months Ended 2024 2023 Risk-free interest rate 3.9% – 4.3% 3.4% – 3.7% Dividend yield —% —% Volatility 83.5% – 85.7% 83.4% – 84.3% Expected term (in years) 6.1 5.5 – 6.1 |
Share-Based Payment Arrangement, Option, Activity | The following table summarizes changes in stock option activity during the three months ended March 31, 2024: Options Weighted- Weighted- Aggregate Intrinsic Value Outstanding as of December 31, 2023 2,445,700 $ 9.29 9.6 $ 41,320 Granted 80,650 $ 30.48 Exercised — $ — Cancelled (11,630) $ 10.88 Outstanding as of March 31, 2024 2,514,720 $ 9.96 9.4 $ 33,158 Exercisable as of March 31, 2024 42,316 $ 9.94 9.4 $ 549 |
Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The following table summarizes changes in restricted stock unit activity during the three months ended March 31, 2024: Shares Weighted- Unvested as of December 31, 2023 19,113 $ 11.89 Granted — $ — Vested (1,247) $ 11.89 Cancelled — $ — Unvested as of March 31, 2024 17,866 $ 11.89 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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: Three Months Ended 2024 2023 Series A convertible preferred stock — 2,163,764 Outstanding stock options under 2022 Equity Inventive Plan 1,403,409 681,310 Outstanding stock options under 2023 Equity Inventive Plan 1,111,311 — Unvested restricted stock units under 2023 Equity Incentive Plan 17,451 — Common stock subject to repurchase related to early exercised stock options 341,198 — Total 2,873,369 2,845,074 |
Nature of Business (Details)
Nature of Business (Details) $ in Millions | Oct. 19, 2023 USD ($) shares | Mar. 31, 2024 USD ($) shares | Dec. 31, 2023 shares |
Class of Stock [Line Items] | |||
Stock split ratio, common stock | 0.1 | ||
Exchange ratio | 0.07977 | ||
Common stock, shares, issued (in shares) | 20,336,741 | 25,646,509 | 20,337,571 |
Investments and cash | $ | $ 350.3 | ||
Private Placement | |||
Class of Stock [Line Items] | |||
Sale of stock, number of shares issued in transaction (in shares) | 4,092,035 | ||
Consideration received on transaction | $ | $ 75 | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Stock issued during period, shares, new issues (in shares) | 15,877,090 |
Reverse Merger - Narrative (Det
Reverse Merger - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Oct. 19, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule Of Reverse Recapitalization [Line Items] | |||
Goodwill | $ 0 | ||
Intangible assets | 0 | ||
Stock-based compensation expenses | 2,900 | $ 1,388 | $ 393 |
Payment of reverse merger costs | 6,100 | ||
Research and development | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Stock-based compensation expenses | 1,400 | 556 | 44 |
General and administrative | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Stock-based compensation expenses | $ 1,500 | $ 832 | $ 349 |
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 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Research and development expense | $ 11,376 | $ 6,137 | ||||
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 Stock | 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 | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 194,773 | $ 62,225 |
Total cash equivalents and short-term investments | 215,053 | 66,830 |
Corporate debt securities | 57,237 | 0 |
Total long-term investments | 57,237 | |
Total cash equivalents and investments | 272,290 | 66,830 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 74,850 | 32,555 |
Government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 79,854 | 26,724 |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 52,988 | 2,947 |
Corporate debt securities | 57,237 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and short-term investments | 74,749 | 12,511 |
Total long-term investments | 0 | |
Total cash equivalents and investments | 74,749 | 12,511 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 67,388 | 7,907 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Corporate debt securities | 0 | |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and short-term investments | 140,304 | 54,319 |
Total long-term investments | 57,237 | |
Total cash equivalents and investments | 197,541 | 54,319 |
Significant Other Observable Inputs (Level 2) | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 74,850 | 32,555 |
Significant Other Observable Inputs (Level 2) | Government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 12,466 | 18,817 |
Significant Other Observable Inputs (Level 2) | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 52,988 | 2,947 |
Corporate debt securities | 57,237 | |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and short-term investments | 0 | 0 |
Total long-term investments | 0 | |
Total cash equivalents and investments | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Corporate debt securities | 0 | |
Money market funds, included in cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds, included in cash equivalents | 7,361 | 4,604 |
Money market funds, included in cash equivalents | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds, included in cash equivalents | 7,361 | 4,604 |
Money market funds, included in cash equivalents | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds, included in cash equivalents | 0 | 0 |
Money market funds, included in cash equivalents | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds, included in cash equivalents | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Disclosures [Abstract] | ||
Liabilities, fair value disclosure | $ 0 | $ 0 |
Investments - Debt Securities,
Investments - Debt Securities, Available-for-Sale (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized Cost | $ 272,610 | $ 66,763 |
Unrealized Gains | 0 | 75 |
Unrealized Losses | (320) | (8) |
Fair Value | 272,290 | 66,830 |
Short-Term Investments | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized Cost | 215,242 | |
Unrealized Gains | 0 | |
Unrealized Losses | (189) | |
Fair Value | 215,053 | |
Long Term Investments | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized Cost | 57,368 | |
Unrealized Gains | 0 | |
Unrealized Losses | (131) | |
Fair Value | 57,237 | |
Money market funds, included in cash equivalents | Cash and Cash Equivalents | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized Cost | 7,361 | 4,604 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 7,361 | 4,604 |
Commercial paper | Short-Term Investments | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized Cost | 74,954 | 32,515 |
Unrealized Gains | 0 | 44 |
Unrealized Losses | (104) | (4) |
Fair Value | 74,850 | 32,555 |
Government securities | Short-Term Investments | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized Cost | 79,878 | 26,703 |
Unrealized Gains | 0 | 25 |
Unrealized Losses | (24) | (4) |
Fair Value | 79,854 | 26,724 |
Corporate debt securities | Short-Term Investments | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized Cost | 53,049 | 2,941 |
Unrealized Gains | 0 | 6 |
Unrealized Losses | (61) | 0 |
Fair Value | 52,988 | $ 2,947 |
Corporate debt securities | Long Term Investments | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized Cost | 57,368 | |
Unrealized Gains | 0 | |
Unrealized Losses | (131) | |
Fair Value | $ 57,237 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Investments, Debt and Equity Securities [Abstract] | ||
Unrealized loss position, less than 12 months | $ 229.6 | $ 49.3 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued bonus | $ 828 | $ 1,994 |
Accrued clinical and manufacturing costs | 609 | 438 |
Accrued consulting fees | 658 | 692 |
Accrued legal fees | 264 | 237 |
Other accrued expenses and other current liabilities | 309 | 349 |
Total accrued expenses and other current liabilities | $ 2,668 | $ 3,710 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||||
May 02, 2023 USD ($) $ / shares shares | Apr. 18, 2022 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) shares | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Sep. 02, 2022 $ / shares shares | May 03, 2022 shares | |
Class of Stock [Line Items] | |||||||
Research and development expense | $ | $ 11,376 | $ 6,137 | |||||
Conversion of convertible securities (in shares) | 10,222,414 | ||||||
Undesignated preferred stock, shares authorized (in shares) | 10,000,000 | ||||||
Shares outstanding (in shares) | 0 | ||||||
Stock issued (in shares) | 0 | ||||||
Series A Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Conversion ratio | 1 | ||||||
Series A Convertible Preferred Stock | Pfizer License Agreement | |||||||
Class of Stock [Line Items] | |||||||
Shares issued under license agreement (in shares) | 7,125,000 | ||||||
Series A Convertible Preferred Stock | 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 | ||||||
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) | 1 Months Ended | 3 Months Ended | ||
Jan. 25, 2024 $ / shares shares | Jan. 31, 2024 USD ($) | Mar. 31, 2024 USD ($) vote shares | Dec. 31, 2023 shares | |
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 140,000,000 | 140,000,000 | ||
Number of votes for each share of common stock | vote | 1 | |||
Dividends, common stock | $ | $ 0 | |||
Underwriting Agreement | ||||
Class of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction (in shares) | 4,615,384 | |||
Price per share (usd per share) | $ / shares | $ 32.50 | |||
Over-Allotment Option | ||||
Class of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction (in shares) | 692,307 | |||
Period granted to underwriters | 30 days | |||
January 2024 Offering | ||||
Class of Stock [Line Items] | ||||
Gross proceeds from issuance initial public offering | $ | $ 172,500,000 | |||
Consideration received on transaction | $ | $ 161,300,000 | |||
Nonvoting Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common Stock - Schedule of Shar
Common Stock - Schedule of Shares Reserved For Future Issuance (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 | Oct. 17, 2023 |
Class of Stock [Line Items] | |||
Shares reserved for future issuance (in shares) | 5,199,828 | 4,028,567 | |
2023 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Shares reserved for future issuance (in shares) | 1,919,302 | 971,444 | 2,033,677 |
2023 ESPP | |||
Class of Stock [Line Items] | |||
Shares reserved for future issuance (in shares) | 406,742 | 203,367 | |
Employee Stock Option | 2022 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Shares reserved for future issuance (in shares) | 1,403,409 | 1,403,409 | |
Employee Stock Option | 2023 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Shares reserved for future issuance (in shares) | 1,111,311 | 1,042,291 | |
Restricted Stock Units (RSUs) | |||
Class of Stock [Line Items] | |||
Shares reserved for future issuance (in shares) | 17,866 | 19,113 | |
Early Exercisable Stock Options | |||
Class of Stock [Line Items] | |||
Shares reserved for future issuance (in shares) | 341,198 | 388,943 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | ||||
Jan. 01, 2024 shares | Oct. 17, 2023 shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 $ / shares shares | Dec. 31, 2023 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares reserved for future issuance (in shares) | 5,199,828 | 4,028,567 | |||
Share-based compensation arrangement by share-based payment award, options, grants in period, weighted average grant date fair value (usd per share) | $ / shares | $ 22.57 | $ 4.01 | |||
Share-based compensation arrangement by share-based payment award, options, exercises in period (in shares) | 0 | 0 | |||
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount | $ | $ 17.2 | ||||
Proceeds from stock options exercised | $ | 0.1 | ||||
Deferred compensation share-based arrangements, liability, current | $ | $ 0.1 | ||||
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 | $ 30.48 | $ 0.25 | |||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 3 years 2 months 12 days | ||||
Early Exercisable Stock Options | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares reserved for future issuance (in shares) | 341,198 | 388,943 | |||
Share-based compensation arrangement by share-based payment award, options, exercises in period (in shares) | 647,386 | ||||
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) | 341,198 | ||||
Restricted Stock Units (RSUs) | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares reserved for future issuance (in shares) | 17,866 | 19,113 | |||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 3 years 6 months | ||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period, fair value | $ | $ 0.1 | ||||
Share-based payment arrangement, nonvested award, excluding option, cost not yet recognized, amount | $ | $ 0.2 | ||||
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 | 1,919,302 | 971,444 | ||
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 | ||||
Common stock, capital shares added for future issuance (in shares) | 1,016,878 | ||||
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) | 1,111,311 | 1,042,291 | |||
2023 ESPP | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares reserved for future issuance (in shares) | 406,742 | 203,367 | |||
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares) | 406,742 | ||||
Share-based compensation arrangement by share-based payment award, number of additional shares authorized (in shares) | 203,375 | ||||
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 | 3 Months Ended | ||
Oct. 19, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 2,900 | $ 1,388 | $ 393 |
Research and development | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total stock-based compensation expense | 1,400 | 556 | 44 |
General and administrative | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 1,500 | $ 832 | $ 349 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Valuation Assumptions (Details) - Employee Stock Option | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate (minimum) | 3.90% | 3.40% |
Risk-free interest rate (maximum) | 4.30% | 3.70% |
Dividend yield | 0% | 0% |
Volatility (minimum) | 83.50% | 83.40% |
Volatility (maximum) | 85.70% | 84.30% |
Expected term (in years) | 6 years 1 month 6 days | |
Minimum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 6 months | |
Maximum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (in years) | 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 | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Options | |||
Beginning balance, outstanding (in shares) | 2,445,700 | ||
Granted (in shares) | 80,650 | ||
Exercised (in shares) | 0 | 0 | |
Cancelled (in shares) | (11,630) | ||
Ending balance, outstanding (in shares) | 2,514,720 | 2,445,700 | |
Exercisable (in shares) | 42,316 | ||
Weighted- Average Exercise Price | |||
Beginning balance, outstanding (usd per share) | $ 9.29 | ||
Granted (usd per share) | 30.48 | ||
Exercised (usd per share) | 0 | ||
Cancelled (usd per share) | 10.88 | ||
Ending balance, outstanding (usd per share) | 9.96 | $ 9.29 | |
Exercisable (usd per share) | $ 9.94 | ||
Stock Options Additional Disclosures | |||
Weighted average remaining contractual term, outstanding | 9 years 4 months 24 days | 9 years 7 months 6 days | |
Weighted average remaining contractual term, exercisable | 9 years 4 months 24 days | ||
Aggregate intrinsic value, outstanding | $ 33,158 | $ 41,320 | |
Aggregate intrinsic value, exercisable | $ 549 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Shares | |
Beginning balance, unvested, outstanding (in shares) | shares | 19,113 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (1,247) |
Forfeited (in shares) | shares | 0 |
Ending balance, unvested, outstanding (in shares) | shares | 17,866 |
Weighted- Average Grant Date Fair Value per Share | |
Beginning balance, unvested (usd per share) | $ / shares | $ 11.89 |
Granted (usd per share) | $ / shares | 0 |
Vested (usd per share) | $ / shares | 11.89 |
Cancelled (usd per share) | $ / shares | 0 |
Ending balance, unvested (usd per share) | $ / shares | $ 11.89 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | 2 Months Ended | |
Feb. 13, 2024 USD ($) | Oct. 03, 2023 letter lawsuit | |
Commitments and Contingencies Disclosure [Abstract] | ||
Demand letters | letter | 11 | |
Number of lawsuits | lawsuit | 3 | |
Litigation settlement | $ | $ 0.2 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | |||
Jun. 01, 2023 | May 31, 2023 | May 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, options, exercises in period (in shares) | 0 | 0 | |||
Exercised (usd per share) | $ 0 | ||||
Shares acquired, average cost per share (usd per share) | $ 2.76 | ||||
Treasury stock, value, acquired, cost method | $ 0.2 | ||||
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 | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 2,873,369 | 2,845,074 |
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 | 681,310 |
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) | 1,111,311 | 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) | 17,451 | 0 |
Early Exercisable 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) | 341,198 | 0 |