Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2023 | |
Document Information [Line Items] | |
Document Type | POS AM |
Amendment Flag | true |
Entity Registrant Name | eFFECTOR Therapeutics, Inc. |
Entity Central Index Key | 0001828522 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 85-3306396 |
Entity Address, Address Line One | 142 North Cedros Avenue |
Entity Address, Address Line Two | Suite B |
Entity Address, City or Town | Solana Beach |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 92075 |
City Area Code | 858 |
Local Phone Number | 925-8215 |
Amendment Description | This Post-Effective Amendment No. 3 (this “Post-Effective Amendment No. 3”) to the Registration Statement on Form S-1 (File No. 333-262339) (the “Registration Statement”), as originally declared effective by the Securities and Exchange Commission (the “SEC”) on February 2, 2022, is being filed to include information contained in the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on March 26, 2024, and to update certain other information in the Registration Statement. The information included in this filing amends the Registration Statement and the prospectus contained therein. No additional securities are being registered under this Post-Effective Amendment No. 3. All applicable registration fees were paid at the time of the original filing of the Registration Statement on January 25, 2022. |
Entity Primary SIC Number | 2834 |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | 142 North Cedros Avenue |
Entity Address, Address Line Two | Suite B |
Entity Address, City or Town | Solana Beach |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 92075 |
City Area Code | 858 |
Local Phone Number | 925-8215 |
Contact Personnel Name | Stephen T. Worland |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | $ 14,875 | $ 8,708 | |
Short-term investments | 3,495 | 17,602 | |
Prepaid expenses and other current assets | 1,468 | 1,704 | |
Total current assets | 19,838 | 28,014 | |
Property and equipment, net | 140 | 241 | |
Operating lease right-of-use assets | 53 | 111 | |
Other assets | 513 | 711 | |
Total assets | 20,544 | 29,077 | |
Current liabilities: | |||
Accounts payable | 2,330 | 1,486 | |
Accrued expenses | 2,921 | 3,368 | |
Current term loans, net | 19,385 | 19,061 | |
Accrued final payment on term loans, current | 1,100 | 1,100 | |
Operating lease liabilities, current | 60 | 60 | |
Total current liabilities | 25,796 | 25,075 | |
Other accrued liabilities, non-current | 503 | 0 | |
Earn-out liability | 0 | 6 | |
Non current warrant liability | 40 | 40 | |
Non-current lease liabilities | 0 | 60 | |
Total liabilities | 26,339 | 25,181 | |
Commitments and contingencies | |||
Stockholders' equity (deficit): | |||
Preferred stock, $0.0001 par value; 100,000,000 shares authorized at December 31, 2023 and December 31, 2022; zero shares issued and outstanding as of December 31, 2023 and December 31, 2022 | 0 | 0 | |
Common stock, $0.0001 par value; 40,000,000 shares authorized at December 31, 2023 and December 31, 2022; 2,994,679 shares issued and 2,982,679 shares issued and outstanding as of December 31, 2023; 1,679,602 shares issued and 1,667,602 shares issued and outstanding as of December 31, 2022 | [1] | 0 | 0 |
Additional paid-in capital | [1] | 173,582 | 147,480 |
Accumulated other comprehensive loss | 0 | (18) | |
Accumulated deficit | (179,377) | (143,566) | |
Total stockholders' equity (deficit) | (5,795) | 3,896 | |
Total liabilities and stockholders' equity (deficit) | $ 20,544 | $ 29,077 | |
[1]Amounts have been retroactively restated to reflect the 1-for-25 reverse stock split effected on January 12, 2024 (see Note 1. Organization and Basis of Presentation of the accompanying notes to the consolidated financial statements). |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock price per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 2,994,679 | 1,679,602 |
Common stock, shares outstanding | 2,982,679 | 1,667,602 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Grant revenue | $ 0 | $ 3,553 |
Operating expenses: | ||
Research and development | 22,919 | 23,313 |
General and administrative | 10,925 | 12,643 |
Total operating expenses | 33,844 | 35,956 |
Operating loss | (33,844) | (32,403) |
Other income (expense) | ||
Interest income | 972 | 439 |
Interest expense | (2,919) | (2,251) |
Other income (expense), net | (26) | (574) |
Change in fair value of earn-out liability | 6 | 12,124 |
Total other income (expense) | (1,967) | 9,738 |
Net loss | (35,811) | (22,665) |
Comprehensive loss: | ||
Net loss | (35,811) | (22,665) |
Other comprehensive income (loss) | 18 | (18) |
Comprehensive loss: | $ (35,793) | $ (22,683) |
Net income (loss) per share attributable to common shareholders: | ||
Net income per share - Basic | $ (16.37) | $ (13.76) |
Net income per share - diluted | $ (16.37) | $ (13.76) |
Weighted-average common shares outstanding: | ||
Weighted average common shares outstanding - basic | 2,186,954 | 1,647,183 |
Weighted average common shares outstanding - diluted | 2,186,954 | 1,647,183 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | [1] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | ||
Balance at Dec. 31, 2021 | $ 17,284 | $ 0 | [1] | $ 138,185 | $ (120,901) | |||
Balance, shares at Dec. 31, 2021 | [1] | 1,615,598 | ||||||
Stock option exercises, Value | 3 | 3 | ||||||
Stock option exercises, Share | [1] | 193 | ||||||
Issuance of common stock, net of issuance costs | 3,958 | 3,958 | ||||||
Issuance of common stock, net of issuance costs, Share | [1] | 51,811 | ||||||
Stock-based compensation expense | 5,334 | 5,334 | ||||||
Unrealized loss on short-term investments | (18) | $ (18) | ||||||
Net loss | (22,665) | (22,665) | ||||||
Balance at Dec. 31, 2022 | $ 3,896 | $ 0 | [1] | 147,480 | (18) | (143,566) | ||
Balance, shares at Dec. 31, 2022 | 1,667,602 | 1,667,602 | [1] | |||||
Issuance of common stock, net of issuance costs—Registered direct offerings, Value | $ 14,523 | 14,523 | ||||||
Issuance of common stock, net of issuance costs—Registered direct offerings, Shares | [1] | 426,000 | ||||||
Exercise of prefunded warrants—Registered direct offerings, Value | 8 | 8 | ||||||
Exercise of prefunded warrants—Registered direct offerings, Shares | [1] | 342,593 | ||||||
Stock option exercises, Value | $ 47 | 47 | ||||||
Stock option exercises, Share | 3,590 | 3,590 | [1] | |||||
Issuance of common stock, net of issuance costs | $ 6,929 | 6,929 | ||||||
Issuance of common stock, net of issuance costs, Share | [1] | 542,894 | ||||||
Stock-based compensation expense | 4,595 | 4,595 | ||||||
Unrealized loss on short-term investments | 18 | 18 | ||||||
Net loss | (35,811) | (35,811) | ||||||
Balance at Dec. 31, 2023 | $ (5,795) | $ 0 | [1] | $ 173,582 | $ 0 | $ (179,377) | ||
Balance, shares at Dec. 31, 2023 | 2,982,679 | 2,982,679 | [1] | |||||
[1]Amounts have been retroactively restated to reflect the 1-for-25 reverse stock split effected on January 12, 2024 (see Note 1. Organization and Basis of Presentation of the accompanying notes to the consolidated financial statements). |
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 | $ (35,811) | $ (22,665) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization expense | 111 | 53 |
Accretion of discount and amortization of premium on investments, net | (473) | (37) |
Stock-based compensation | 4,595 | 5,334 |
Loss (gain) on disposal of assets | (3) | 1 |
Gain on change in fair value of warrant liability | 0 | (638) |
Gain on change in fair value of earn-out liability | (6) | (12,124) |
Other expense related to the equity purchase agreement | 29 | 1,161 |
Non-cash interest expense | 323 | 339 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 587 | 1,575 |
Other non-current assets | 192 | 192 |
Accounts payable | 855 | 958 |
Accrued expenses | 52 | (52) |
Operating lease right-of-use assets and liabilities, net | (1) | 4 |
Net cash used in operating activities | (29,550) | (25,899) |
Investing activities: | ||
Purchases of fixed assets | (97) | (192) |
Maturities of short-term investments | 31,750 | 34,750 |
Purchases of short-term investments | (17,169) | (52,418) |
Net cash provided by (used in) investing activities | 14,484 | (17,860) |
Financing activities: | ||
Payment of debt issuance costs | 0 | (37) |
Proceeds from exercise of common stock options and warrants, net | 56 | 3 |
Proceeds from issuance of common stock—Registered direct offerings, net of issuance costs | 14,523 | 0 |
Proceeds from issuance of common stock including ESPP, net of issuance costs | 6,654 | 2,799 |
Net cash provided by financing activities | 21,233 | 2,765 |
Net increase (decrease) in cash and cash equivalents | 6,167 | (40,994) |
Cash and cash equivalents at beginning of period | 8,708 | 49,702 |
Cash and cash equivalents at end of period | 14,875 | 8,708 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 2,529 | 1,823 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Issuance of commitment shares | 0 | 862 |
Purchases of fixed assets included in accounts payable and accrued expenses | $ 0 | $ 12 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Description of Business Locust Walk Acquisition Corp. (“LWAC”) was initially formed on October 2, 2020 as a Delaware corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business transaction with one or more operating businesses. On May 26, 2021, LWAC entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Locust Walk Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of LWAC (“Merger Sub”), and eFFECTOR Therapeutics, Inc., a Delaware corporation (“Old eFFECTOR”). Pursuant to the terms of the Merger Agreement, a business combination between LWAC and Old eFFECTOR was effected through the merger of the Merger Sub with and into Old eFFECTOR, with Old eFFECTOR becoming the surviving company and a wholly-owned subsidiary of LWAC with the name of eFFECTOR Therapeutics Operations, Inc. On August 25, 2021, and in connection with the closing of the business combination (the “Business Combination”), LWAC was renamed eFFECTOR Therapeutics, Inc. (“eFFECTOR” or the “Company”). All outstanding preferred shares of Old eFFECTOR converted into common shares of Old eFFECTOR on a 1:1 basis, which were then converted, along with all outstanding common shares of Old eFFECTOR, into common shares of the surviving eFFECTOR company through application of an exchange ratio of approximately 0.09657. The Company is a clinical-stage biopharmaceutical company focused on pioneering the development of a new class of oncology drugs the Company refers to as selective translation regulator inhibitors (“STRIs”). The Company’s principal operations are in the United States, with its headquarters in Solana Beach, California. The Company has devoted substantially all of its resources to raising capital, identifying potential product candidates, establishing its intellectual property portfolio, conducting preclinical studies and clinical trials, establishing arrangements with third parties for the manufacture of its product candidates and related raw materials, and providing general and administrative support for these operations. The Company has not generated revenues from its principal operations, other than from licensing and grant revenue, through December 31, 2023. Reverse Stock Split On January 9, 2024, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended to date, with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, par value $0.0001 at a ratio of 1-for-25 (the The Company has retroactively restated the share and per share amounts in the consolidated financial statements as of December 31, 2023 and 2022. Proportionate adjustments were made to the per share exercise price and number of shares of common stock issuable under all outstanding stock options and warrants. In addition, proportionate adjustments have been made to the number of shares of common stock reserved for the Company’s equity incentive compensation plans. The consolidated statements of stockholders’ equity (deficit) and balance sheets reflect the impact of the Reverse Stock Split by reclassifying from “common stock” to “additional paid-in Basis of Presentation The Company’s consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Liquidity The Company has a limited operating history and the sales and income potential of the Company’s business and market are unproven. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of this uncertainty. Management is required to perform a two-step The Company has experienced net losses and negative cash flows from operating activities since its inception, aside from the years ended December 31, 2021 and December 31, 2020 when net income was realized as a result of a gain in fair value recognized associated with the earn-out The Company’s ability to continue as a going concern is dependent upon its ability to receive additional capital. Management intends to raise additional capital through equity offerings or other capital sources, including potential additional collaborations, licenses and other similar arrangements. Additionally, the Company may receive additional milestone payments from the Research Collaboration and License Agreement with Pfizer (described in Note 11), through the issuance of common stock under the equity purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”) (described in Note 8) or through the issuance of common stock under the at-the-market |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of the Company’s consolidated financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent liabilities in the Company’s consolidated financial statements and accompanying notes. The most significant estimate in the Company’s consolidated financial statements relates to its clinical trial expense accruals. Management evaluates its estimates on an ongoing basis. Although these estimates are based on the Company’s historical experience, knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. Cash, Cash Equivalents and Short-term Investments Cash and Cash Equivalents The Company considers all highly liquid investments with insignificant interest rate risk and an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of money market funds and U.S. Treasury securities with an original maturity of less than three months at the date of purchase. Short-term Investments Short-term investments consist of U.S. Treasury securities, classified as available-for-sale available-for-sale Fair Value of Financial Instruments The carrying amounts of all cash equivalents, prepaid expenses and other assets, accounts payable and accrued liabilities are reasonable estimates of their fair value because of the short-term nature of these items. Based on the borrowing rates currently available to the Company for loans with similar terms, the Company believes the fair value of the term loans approximate their carrying value (see Note 6). Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist primarily of cash and cash equivalents and short-term investments. The Company maintains deposits in a federally insured major financial institution in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institution in which those deposits are held. The Company is subject to a number of risks similar to other biopharmaceutical companies, including, but not limited to, the need to obtain adequate additional funding, possible failure of current or future preclinical studies or clinical trials, reliance on third parties or partners to conduct its clinical trials, the need to obtain regulatory and marketing approvals for its drug candidates or to rely on partners to do so, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of its drug candidates, the right to develop and commercialize drug candidates pursuant to the terms and conditions of the licenses granted to the Company, protection of proprietary technology, the ability to make milestone, royalty or other payments due under any license or collaboration agreements, and the need to secure and maintain adequate manufacturing arrangements with third parties. If the Company does not successfully commercialize or partner any of its drug candidat es, Property and Equipment Property and equipment are recorded at cost and depreciated or amortized using the straight-line method over the estimated useful lives of the assets (generally three five years the remaining term of the lease for leasehold improvements Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of all of its long-lived assets, including property and equipment to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. Should an impairment exist, the impairment loss would be measured based on the excess over the carrying amount of the asset’s fair value. The Company has not recognized any impairment losses from inception through December 31, 2023. Leases At the commencement date of a lease, the Company recognizes lease liabilities which represent its obligation to make lease payments, and right-of-use Grant Revenue The Company had grant revenues in 2022 derived from a grant with the Defense Advanced Research Projects Agency (“DARPA”) through the University of California, San Francisco (“UCSF”). The Company recognized DARPA grant revenue as reimbursable grant costs are incurred up to pre-approved Research and Development Costs Research and development expenses primarily consist of costs associated with the preclinical and clinical development of the Company’s product candidates. Research and development costs are expensed as incurred. Clinical Trial Accruals and Preclinical Studies The Company records expenses resulting from our obligations under contracts with vendors and consultants, CROs and clinical sites in connection with conducting clinical trials and preclinical studies. The financial terms of these contracts are subject to negotiations which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company reflects clinical trial and preclinical study expenses in the financial statements by matching those expenses with the period in which services and efforts are expended. The Company accounts for these expenses according to the progress of the clinical trial or preclinical study as measured by the timing of various aspects of the clinical trial, preclinical study, or related activities. The Com pany d Patent Costs Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain. Revenue Recognition The Company evaluates collaboration arrangements to determine whether units of account within the collaboration arrangement exhibit the characteristics of a vendor and customer relationship. For arrangements and units of account where a customer relationship exists, the Company applies the revenue recognition guidance. The Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. At contract inception, the Company assesses the goods or services promised within each contract and assesses whether each promised good or service is distinct and determines those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, For research and development services performed under a collaboration agreement in which the performance obligation is satisfied over time, the Company measures the progress of the activities using an input method. The input methods used are based on the effort expended or costs incurred toward the satisfaction of the related performance obligation. The Company estimates the amount of effort expended, including the time the Company estimates it will take to complete the activities, or costs incurred in a given period, relative to the estimated total effort or costs to satisfy the performance obligation. This results in a percentage that is multiplied by the consideration allocated to the research and development services to determine the amount of revenue recognized each period. This approach requires estimates and the use of significant judgement. If the estimates or judgements change over the course of the collaboration, they may affect the timing and amount of revenue recognized in the current and future periods. Milestones At the inception of each arrangement that includes milestone payments (variable consideration), the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company or the Company’s collaboration partner’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates catch-up Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning As of December 31, 2023 and 2022, the Company maintained valuation allowances against its deferred tax assets as the Company concluded it had not met the “more likely than not” to be realized threshold. Changes in the valuation allowance when they are recognized in the provision for income taxes may result in a change in the estimated annual effective tax rate. The Company records uncertain tax positions on the basis of a two-step ithin t Comprehensive Loss Comprehensive loss consists of net loss and unrealized gains or losses on available-for-sale Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company and its chief operating decision-maker view the Company’s operations and manage its business in one operating segment. Stock-Based Compensation Expense Stock-based compensation expense represents the cost of the grant date fair value of employee stock option grants recognized over the requisite service period of the awards (usually the vesting period) on a straight- line basis. The Company estimates the fair value of stock option grants using the Black-Scholes option-pricing model. The Company accounts for stock options granted to non-employees The Black-Scholes option-pricing model requires the use of subjective assumptions, including the risk-free interest rate, the expected stock price volatility, the expected term of stock options, and the expected dividend yield. The Company has limited historical stock option activity and therefore estimates the expected term of stock options granted using the simplified method, which represents the average of the contractual term of the stock option and its weighted-average vesting period. The fair value of the underlying common stock used within the Black-Scholes option-pricing model is based on the closing price of common stock on the date of grant. Public and Private Placement Warrants Upon completion of the Business Combination, the Company assumed public and private placement warrants that were issued by LWAC in connection with their initial public offering in January 2021 whereby holders of the public and private placement warrants are entitled to acquire common stock of the Company. The Company has concluded that the public warrants are equity-classified. Since the settlement value of the private placement warrants is dependent, in part, on who holds the warrants at the time of settlement, they are not considered indexed to the Company’s stock and are therefore recorded as liabilities. Warrants classified as liabilities are recorded at their estimated fair value on the date of issuance and are revalued at each subsequent balance sheet date, with fair value changes recognized in other income (expense), net in the accompanying consolidated statements of operations and comprehensive loss. The Company estimates the fair value of these warrants using the Black-Scholes option pricing model. Common Stock and Placement Agent Warrants In May 2023 and June 2023, the Company completed two separate registered direct offerings whereby common stock warrants and placement agent warrants were issued with the right to acquire common stock of the Company. In order to determine the appropriate accounting treatment for the warrants, the Company considered the indexation guidance under Accounting Standards Codification (“ASC”) 815-40. Earn-Out In accordance with the Merger Agreement, 200,000 shares (“Earn-Out two-year Earn-Out earn-out The Company determined that the contingent obligation to issue Earn-Out 815-40 Earn-Out The Company has determined that the contingent obligation to issue Earn-Out Earn-Out The Triggering Event did not occur during the two-year earn-out Earn-Out Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes, based on its preliminary assessment, that the impact of recently issued standards that are not yet effective will not have a material impact on their financial position or results of operations upon adoption. In November 2023, the Financial Accounting Standards Board (“FASB”) issued updated accounting guidance related to annual and interim segment disclosures. The updated accounting guidance, among other things, requires disclosure of certain significant segment expenses. We will adopt the updated accounting guidance in our Annual Report on Form 10-K In December 2023, the FASB issued ASU 2023-09, 2023-09 Net Loss Per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration of potential dilutive securities. Diluted net loss per share is computed by dividing the net loss by the sum of the weighted average number of common shares plus the potential dilutive effects of potential dilutive securities outstanding during the period. Potential dilutive securities are excluded from diluted earnings or loss per share if the effect of such inclusion is antidilutive. The Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per share as they would be anti-dilutive to the net loss per share. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. Potentially dilutive securities as of December 31, 2023 and 2022 are as follows (in common stock equivalent shares, each as adjusted to reflect the Reverse Stock Split): For the Year Ended 2023 2022 Common stock warrants 768,592 — Placement agent warrants 53,799 — Public warrants 233,332 233,332 Private placement warrants 7,266 7,266 Earn-Out — 200,000 Unvested sponsor shares 12,000 12,000 Stock options outstanding 480,875 349,495 Total 1,555,864 802,093 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity). The Company’s cash equivalents are classified using Level 1 inputs within the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. None of the Company’s non-financial non-recurring The Company estimates the fair value of its warrant liabilities at the time of issuance and subsequent remeasurement using the Black-Scholes option pricing model at each reporting date, if required, based on the following inputs: the risk-free interest rates; the expected dividend rates; the remaining contractual life of the warrants; the fair value of the underlying stock; and the expected volatility of the price of the underlying stock. The estimates are based, in part, on subjective assumptions and could differ materially in the future. Changes to these assumptions as well as the fair value of the Company’s stock on the reporting date can have a significant impact on the fair value of the warrant liability. The following table summarizes the Company’s assets and liabilities that require fair value measurements on a recurring basis and their respective input levels based on the fair value hierarchy as of December 31, 2023 and December 31, 2022 (in thousands): Fair Value Measurements Using December 31, Quoted Prices Significant Significant Assets Cash equivalents: Money market funds $ 10,887 $ 10,887 $ — $ — U.S. Treasury securities 3,988 — 3,988 — Short-term investments: U.S. Treasury securities 3,495 — 3,495 — Total assets $ 18,370 $ 10,887 $ 7,483 $ — Liabilities Private placement warrant liability $ 40 $ — $ — $ 40 Total liabilities $ 40 $ — $ — $ 40 Fair Value Measurements Using December 31, Quoted Prices Significant Significant Assets Cash equivalents: Money market funds $ 8,708 $ 8,708 $ — $ — Short-term investments: U.S. Treasury securities 17,602 — $ 17,602 — Total assets $ 26,310 $ 8,708 $ 17,602 $ — Liabilities Private placement warrant liability $ 40 $ — $ — $ 40 Earn-out 6 — — 6 Total liabilities $ 46 $ — $ — $ 46 Cash Equivalents and Short-Term Investments Financial assets measured at fair value on a recurring basis consist of the Company’s cash equivalents and short-term investments. The Company obtains pricing information from its investment manager and generally determines the fair value of investment securities using standard observable inputs, including reported trades, broker/dealer quotes, and bids and/or offers. Investments are classified as Level 1 within the fair value hierarchy if their quoted prices are available in active markets for identical securities. Investments in money market funds of $10.9 million and $8.7 million as of December 31, 2023 and December 31, 2022, respectively, were classified as Level 1 instruments and were included in cash and cash equivalents. Investments in marketable securities are valued using Level 2 inputs. Level 2 securities are initially valued at the transaction price and subsequently valued and reported upon utilizing inputs other than quoted prices that are observable either directly or indirectly, such as quotes from third-party pricing vendors. Fair values determined by Level 2 inputs, which utilize data points that are observable such as quoted prices, interest rates and yield curves, require the exercise of judgment and use of estimates, that if changed, could significantly affect the Company’s financial position and results of operations. Accrued interest receivable related to short-term investments was $52,000 and $27,000 as of December 31, 2023 and December 31, 2022, respectively, and included as part of prepaid expenses and other current assets in the consolidated balance sheets. The following tables summarize the Company’s short-term investments accounted for as available-for-sale December 31, 2023 Maturity Amortized Unrealized Unrealized Estimated U.S. Treasury securities 1 year or less $ 3,495 $ — $ — $ 3,495 $ 3,495 $ — $ — $ 3,495 December 31, 2022 Maturity Amortized Unrealized Unrealized Estimated U.S. Treasury securities 1 year or less $ 17,620 $ 1 $ (19 ) $ 17,602 $ 17,620 $ 1 $ (19 ) $ 17,602 Private Placement Warrant Liability In connection with the Business Combination, the Company assumed the public and private placement warrants described in Note 2. The private placement warrants are precluded from equity treatment and are recorded as liabilities as they are not considered indexed to the Company’s common stock. The private placement warrant liability is measured at fair value, using a combination of observable and unobservable inputs. The change in fair value of the private placement warrant liability is recorded in other income (expense) on the statement of operations and comprehensive loss. The following key assumptions were used in determining the fair value of the private placement warrant liability valued using the Black-Scholes option pricing model as of December 31, 2023 and December 31, 2022: December 31, December 31, Common stock price $ 11.69 $ 10.69 Expected volatility 125.0 % 125.0 % Risk-free interest rate 4.1 % 4.2 % Expected term (in years) 2.7 3.7 Expected dividend yield — — The following table presents activity for the private placement warrant liability measured at fair value using significant unobservable Level 3 inputs during the year ended December 31, 2023 (in thousands): Private Placement Balance at December 31, 2022 40 Change in fair value — Balance at December 31, 2023 $ 40 |
Property and Equipment , net
Property and Equipment , net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment , net | 4. Property and Equipment, net Property and equipment, net consists of the following (in thousands): December 31, December 31, Lab equipment $ 30 $ 30 Computer and office equipment 154 149 Furniture and fixtures 78 61 Leasehold improvements 188 188 Construction in process 14 29 464 457 Less accumulated depreciation and amortization (324 ) (216 ) $ 140 $ 241 The Company recorded depreciation and amortization expense of $111,000 and $53,000 for the years ended December 31, 2023 and 2022, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consist of the following (in thousands): December 31, December 31, Employee compensation $ 1,587 $ 1,385 Research and development 1,036 1,206 Professional and outside services 75 112 Interest 223 197 Other — 468 $ 2,921 $ 3,368 |
Term Loans
Term Loans | 12 Months Ended |
Dec. 31, 2023 | |
Notes and Loans Payable, by Type, Current and Noncurrent [Abstract] | |
Term Loans | 6. Term Loans Oxford Term Loans In March 2021, Old eFFECTOR entered into a Loan and Security Agreement (“Oxford LSA”) with Oxford Finance LLC (“Oxford”), pursuant to which the Company may borrow up to $30.0 million, issuable in two separate tranches of $20.0 million (“Term A Loans”) and $10.0 million (“Term B Loans”), collectively referred to as the Oxford Loans. In March 2021, the Company borrowed $20.0 million of the Term A Loans. The Company is required to make a final payment equal to 5.5% of the Term A Loans at maturity, which has been recorded as a debt discount for the Term A Loans and is being amortized over the term of the debt arrangements. In connection with the Oxford LSA, the Company issued warrants to purchase a total of 1,503 shares of Series C Preferred Stock at an exercise price of $133.25 per share. On February 22, 2022, the Company entered into an amendment to the Oxford LSA whereby the interest only period for the Term A Loans ended on March 1, 2024. In connection with the amendment, the maturity of the Term A Loans was extended from March 18, 2026 to February 1, 2027. Additionally, Term B Loans would have become available to the Company after January 1, 2023 upon achievement of certain clinical development milestones, until the earlier of (i) June 30, 2023, (ii) 45 days after the achievement of certain clinical development milestones, and (iii) the occurrence of an event of default. As the Company did not achieve the clinical development milestones by June 30, 2023, it no longer has access to the additional $10.0 million under the Term B Loans. The amendment was accounted for as a debt modification as the modified debt was not substantially different from the original debt and the cash flows were not significantly changed. The Oxford Loans carry a variable interest rate equal to the greater of (i) 7.7% and (ii) the sum of the prime rate plus 4.45%. The Company has the option to prepay all, but not less than all, of the borrowed amounts, provided that the Company will be obligated to pay a prepayment fee equal to (i) 3.0% of the outstanding principal balance of the applicable Oxford Loans if prepayment is made prior to the first anniversary of the effective date of the Oxford LSA, (ii) 2.0% of the outstanding principal balance of the applicable Oxford Loans if prepayment is made after the first anniversary of the effective date of the Oxford LSA but before the second anniversary, and (iii) 1.0% of the outstanding principal balance of the applicable Oxford Loans if prepayment is made after the second anniversary of the effective date of the Oxford LSA but before the third anniversary. No prepayment fee will apply for a prepayment made after the third anniversary of the effective date of the Oxford LSA and prior to the maturity date. The Company’s obligations under the Oxford LSA are secured by a first priority security interest in substantially all of its current and future assets, other than its owned intellectual property. The Company is also obligated to comply with various other customary covenants, including restrictions on its ability to encumber intellectual property assets without consent. The Company recorded a debt discount of $1.6 million for the estimated fair value of warrants, debt issuance costs, and final payment to be made, which is being amortized to interest expense over the term of the loan using the effective-interest method. As of December 31, 2023, the Company had $20.0 million of outstanding principal under the Term A Loans of which $19.4 million is reflected on the balance sheet net of debt discounts. Interest expense, including amortization of debt discount related to the Oxford Term A Loans, totaled $2.9 million for the year ended December 31, 2023. The Company is in compliance with all covenants under the Oxford LSA as of December 31, 2023. The Term A Loans include customary events of default, including instances of a material adverse change in our operations, that may require prepayment of the outstanding Term A Loans. The principal payments due under the Oxford Loans, and the related accrued final payment, have been classified as current liabilities as of December 31, 2023, due to the considerations discussed in the Liquidity section of Note 1. The Company has not been notified of an event of default by the lender as of the date of issuance of these financial statements. Based on the outstanding principal amounts for the Company’s Term A Loans, the following table sets forth by year the Company’s required future principal payments as of December 31, 2023 (in thousands): As of December 31, 2023 2024 $ 5,555 2025 6,667 2026 6,667 2027 1,111 Required future principal payments $ 20,000 Unamortized debt discount (615 ) Current term loans, net as of December 31, 2023 $ 19,385 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 7. Warrants Assumed Public Warrants and Private Placement Warrants Following the consummation of the Business Combination, holders of the public warrants and private placement warrants are entitled to acquire common stock of the Company. The warrants became exercisable on January 12, 2022, which is 12 months from the closing of the LWAC’s initial public offering. Each warrant entitles the registered holder to purchase one share of common stock at an exercise price of $287.50 per share. The public warrants and private placement warrants will expire on August 25, 2026, which is five years after the completion of the Business Combination. Once the public warrants and private placement warrants became exercisable, the Company has the right to redeem the outstanding warrants in whole and not in part at a price of $0.25 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the common stock equals or exceeds $450.00 per share for any 20 trading days within a 30-trading The private placement warrants are identical to the public warrants except that, so long as they are held by the sponsor or its permitted transferees: (i) they will not be redeemable by the Company; (ii) they may be exercised by the holders on a cashless basis; and (iii) they are subject to registration rights. Private placement warrants are liability-classified (See Note 3) and the public warrants are equity-classified. The following table summarizes the number of outstanding public warrants and private placement warrants and the corresponding exercise price as of December 31, 2023 and December 31, 2022: December 31, December 31, Exercise Expiration Date Public warrants 233,332 233,332 $ 287.50 August 24, 2026 Private placement warrants 7,266 7,266 $ 287.50 August 24, 2026 Warrants—Registered Direct Offerings In May 2023, the Company completed a registered direct offering (“May 2023 Registered Direct Offering”) which included the issuance of 270,015 shares of common stock in the form of pre-funded Pre-Funded Pre-Funded one-half In June 2023, the Company completed a registered direct offering (“June 2023 Registered Direct Offering”) which included the issuance of 72,578 shares of common stock in the form of pre-funded Pre-Funded Pre-Funded one-half The common stock warrants and placement agent warrants are equity-classified. The following table summarizes the number of outstanding common stock warrants and placement agent warrants and the corresponding exercise price as of December 31, 2023 and December 31, 2022: December 31, December 31, Exercise Expiration Date May 2023 Common Stock Warrants 458,015 — $ 13.25 November 30, 2028 May 2023 Placement Agent Warrants 32,060 — $ 20.47 May 26, 2028 June 2023 Common Stock Warrants 310,577 — $ 25.00 December 8, 2028 June 2023 Placement Agent Warrants 21,739 — $ 35.1575 June 6, 2028 |
Preferred Stock and Stockholder
Preferred Stock and Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Preferred Stock and Stockholders' Deficit | 8. Preferred Stock and Stockholders’ Equity Purchase Agreement On January 24, 2022, the Company entered into the Purchase Agreement and a registration rights agreement with Lincoln Park which provides for the sale to Lincoln Park up to $50.0 million of shares (the “Purchase Shares”) of the Company’s common stock over the thirty-six Under the Purchase Agreement, the Company has sole discretion, subject to certain conditions, on any business day selected by the Company to require Lincoln Park to purchase up to 1,200 shares of common stock (the “Fully Adjusted Regular Purchase Share Limit”) at the Purchase Price (as defined below) per purchase notice (each such purchase, a “Regular Purchase”). The Fully Adjusted Regular Purchase Share Limit may be increased as follows: to up to 2,000 shares if the closing price is not below $125.00, and up to 3,000 shares if the closing price is not below $250.00. Lincoln Park’s committed obligation under each Regular Purchase is capped at $500,000, unless the Parties agree otherwise. The purchase price for Regular Purchases (the “Purchase Price”) shall be equal to the lesser of: (i) the lowest sale price of the common shares during the Purchase Date (as defined in the Purchase Agreement), or (ii) the average of the three (3) lowest closing sale prices of the common shares during the ten (10) business days prior to the Purchase Date. In addition to Regular Purchases and subject to certain conditions and limitations, the Company in its sole discretion may require Lincoln Park on each Purchase Date to purchase on the following business day up to the lesser of (i) three (3) times the number of shares purchased pursuant to such Regular Purchase or (ii) 25% of the trading volume on the Accelerated Purchase Date (as defined in the Purchase Agreement) (the “Accelerated Purchase”) (unless the Parties agree otherwise) at a purchase price equal to the lesser of 97% of (i) the closing sale price on the Accelerated Purchase Date, or (ii) the Accelerated Purchase Date’s volume weighted average price (the “Accelerated Purchase Price”). The Company has the sole right to set a minimum price threshold for each Accelerated Purchase in the notice provided with respect to such Accelerated Purchase and under certain circumstances and in accordance with the Purchase Agreement the Company may direct multiple Accelerated Purchases in a day. The aggregate number of shares that the Company can sell to Lincoln Park under the Purchase Agreement may not exceed 325,357 shares of the Common Shares (which is equal to approximately 19.99% of the shares of the Common Shares outstanding immediately prior to the execution of the Purchase Agreement) (the “Exchange Cap”), unless (i) shareholder approval is obtained to issue Purchase Shares above the Exchange Cap, in which the Exchange Cap will no longer apply, or (ii) the average price of all applicable sales of Common Shares to Lincoln Park under the Purchase Agreement equals or exceeds $160.50 per share; provided that at no time may Lincoln Park (together with its affiliates) beneficially own more than 4.99% of the Company’s issued and outstanding Common Shares. The Purchase Agreement contains customary representations, warranties, covenants, closing conditions, indemnification and termination provisions. The Purchase Agreement may be terminated by the Company at any time, at its sole discretion, without any cost or penalty, by giving one business day notice to Lincoln Park. Further, Lincoln Park has covenanted not to engage in any direct or indirect short selling or hedging of the Common Shares. There are no limitations on the use of proceeds, financial or business covenants, restrictions on future financings (other than restrictions on the Company’s ability to enter into a similar type of agreement or Equity Line of Credit during the Term, excluding an At-The-Market At-the-Market In September 2022, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor, under which the Company may, from time to time, sell shares of the Company’s common stock having an aggregate offering price of up to $50.0 million in “at the market” offerings (the “ATM Offering Program”) through Cantor. Sales of the shares of common stock will be made at prevailing market prices at the time of sale, or as otherwise agreed with Cantor. Cantor will receive a commission from the Company of up to 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement. In August 2023, the Company amended and supplemented its prospectus, dated September 9, 2022 (the “Prospectus”), relating to the offer and sale of shares of its common stock pursuant to the Sales Agreement (the “Prospectus Supplement”) as the Company was no longer subject to General Instruction I.B.6. of Form S-3, During the year ended December 31, 2023, the Company sold an aggregate of 537,200 shares of common stock at a weighted-average price of $13.48 per share for gross proceeds of approximately $7.2 million under the ATM Offering Program. Offering costs, including commissions, of approximately $0.4 million were recorded as an offset to gross proceeds within additional paid-in During the year ended December 31, 2022, the Company sold an aggregate of 19,157 shares of common stock at a weighted-average price of $15.03 per share for gross proceeds of approximately $0.3 million under the ATM Offering Program. Offering costs, including commissions, of approximately $0.2 million were recorded as an offset to gross proceeds within additional paid-in Registered Direct Offerings The May 2023 Registered Direct Offering included the issuance and sale of an aggregate of 188,000 shares of the Company’s common stock at a purchase price of $16.375 per share in a registered direct offering priced at-the-market Pre-Funded In connection with the May 2023 Registered Direct Offering, the Company paid H.C. Wainwright & Co., LLC, as exclusive placement agent, an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company from the offering and a management fee equal to 1.0% of the gross proceeds received by the Company from the offering. The Company also paid the placement agent $75,000 for non-accountable pre-funded The June 2023 Registered Direct Offering included the issuance and sale of an aggregate of 238,000 shares of the Company’s common stock at a purchase price of $28.125 per share in a registered direct offering priced at-the-market Pre-Funded In connection with the June 2023 Registered Direct Offering, the Company paid H.C. Wainwright & Co., LLC, as exclusive placement agent, an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company from the offering and a management fee equal to 1.0% of the gross proceeds received by the Company from the offering. The Company also paid the placement agent $50,000 for non-accountable pre-funded Preferred Stock Upon closing of the Business Combination transaction, pursuant to the terms of the Amended and Restated Certificate of Incorporation, 100,000,000 shares of preferred stock with a par value of $0.0001 per share were authorized. eFFECTOR’s Board of Directors (the “Board of Directors”) has the authority, without further action by the stockholders to issue such shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the dividend, voting, and other rights, preferences and privileges of the shares. There were no issued and outstanding shares of preferred stock immediately after the closing of the Business Combination and no preferred stock has been issued as of December 31, 2023. Sponsor Shares In connection with the closing of the Business Combination, the LWAC sponsor received 162,250 shares of eFFECTOR common stock, of which 12,000 shares were subject to vesting if, on or prior to August 25, 2024, the price of shares of common stock equals or exceeds $375.00 per share for a period of at least 20 trading days out of 30 consecutive trading days ending on the trading day immediately prior to the date of determination (the “Sponsor Shares”). The 12,000 Sponsor Shares subject to vesting meet the criteria for equity classification, but are not considered outstanding from an accounting perspective. These shares are considered issued but not outstanding as of December 31, 2023 and December 31, 2022, and have been excluded from outstanding shares in the calculation of loss per share for the years ended December 31, 2023 and 2022. Employee Stock Purchase Plan The ESPP provides for six-month 2013 Equity Incentive Plan Prior to the Business Combination, Old eFFECTOR maintained its 2013 Equity Incentive Plan (the “2013 Plan”), under which Old eFFECTOR granted incentive stock options, restricted stock awards, and other stock-based awards to employees, directors, and non-employee 2021 Equity Incentive Plan In connection with the consummation of the Business Combination on August 25, 2021, the Board of Directors approved the adoption of the 2021 Equity Incentive Plan (the “2021 Plan”). As of December 31, 2023, 446,630 shares of common stock are authorized for issuance pursuant to awards under the 2021 Plan, inclusive of any shares of common stock subject to stock options, restricted stock awards or other awards that were assumed in the Business Combination. As of December 31, 2023, 375,506 options to purchase common shares have been awarded and 96,449 shares remain available for issuance under the 2021 Plan. The 2021 Plan permits the granting of incentive stock options, restricted stock awards, other stock-based award or other cash-based awards to employees, directors, and non-employee Options granted under the 2021 Plan are exercisable at various dates as determined upon grant and will expire no more than ten years from their date of grant, or in the case of certain non-statutory five years. A summary of the Company’s stock option activity under the plans is as follows (in thousands, except share and per share amounts and years): Shares Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2022 349,495 $ 68.23 7.4 $ — Granted 151,589 13.01 9.1 Exercised (3,590 ) 13.00 — Cancelled or forfeited (16,619 ) 55.70 6.6 Outstanding at December 31, 2023 480,875 $ 51.67 7.3 $ — Vested and exercisable at December 31, 2023 292,803 $ 57.64 6.3 $ — For the year ended December 31, 2023 the total fair value of vested options was $5.0 million. The weighted-average grant date fair value of employee and non-employee Stock-Based Compensation Expense The Company recognized stock-based compensation expense specifically related to stock options of $4.6 million and $5.0 million for the years ended December 31, 2023 and 2022, respectively. The assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock option grants were as follows: Year Ended December 31, 2023 2022 Risk-free interest rate 3.6% - 4.4% 1.7% - 4.1% Expected volatility 84% - 85% 82% - 86% Expected term (in years) 5.3 - 6.1 5.2 - 6.1 Expected dividend yield 0% 0% Risk-free interest rate. Expected volatility. Expected term. time-to-vesting Expected dividend yield. Forfeitures As of December 31, 2023, the unrecognized compensation cost related to outstanding employee options was $4.6 million and is expected to be recognized as expense over approximately 2.2 years. Unrecognized compensation cost related to outstanding nonemployee options was $0.9 million as of December 31, 2023, and is expected to be recognized as expense over approximately 0.7 years. Common Stock Reserved for Future Issuance Common stock reserved for future issuance consists of the following as of December 31, 2023: December 31, Stock options issued and outstanding 480,875 Public warrants issued and outstanding 233,332 Private placement warrants issued and outstanding 7,266 Common stock warrants issued and outstanding 768,592 Placement agent warrants issued and outstanding 53,799 Unvested sponsor shares 12,000 Authorized for future stock awards or option grants 96,449 Authorized for future issuances under the ESPP 59,144 Total 1,711,457 |
Earn-out Shares
Earn-out Shares | 12 Months Ended |
Dec. 31, 2023 | |
Earn out Share [Abstract] | |
Earn-out Shares | 9. Earn-Out In accordance with the Merger Agreement, 200,000 Earn-Out two-year two-year earn-out Earn-Out earn-out earn-out As of December 31, 2022, the stockholders and option holders were eligible to receive approximately 182,422 and 17,512 Earn-Out Earn-Out earn-out December 31, Stock price $ 10.69 Expected volatility 115.0 % Risk-free interest rate 4.8 % Forecast period (in years) 0.6 Cost of equity 20.0 % Old eFFECTOR Stockholders The Company determined that the contingent obligation to issue Earn-Out 815-40 Earn-Out Earn-Out Earn-Out two-year earn-out earn-out The contingent obligation, prior to the earn-out Earn-Out Earn-Out Earn-Out |
License Agreements
License Agreements | 12 Months Ended |
Dec. 31, 2023 | |
License Agreement Disclosure [Abstract] | |
License Agreement | 10. License Agreements In May 2013, the Company entered into an agreement with the Regents of the University of California (“UCSF”) which provides the Company with an exclusive license to UCSF’s patent rights in certain inventions (the “UCSF Translational Profiling Patent Rights”) relating to translational profiling laboratory techniques initially developed at UCSF. Under the agreement, the Company is permitted to research, develop, make and sell products that it discovers and develops utilizing the UCSF Translational Profiling Patent Rights, which the Company refers to as licensed products, and use certain licensed processes utilizing the UCSF Translational Profiling Patent Rights and to sublicense such licensed products and processes. In July 2021, the Company entered into an amendment to the license agreement to confirm the impact of the Business Combination on the license agreement, including clarifying that in connection with the closing of the Business Combination, the Company would pay UCSF a one-time The Company paid an annual minimum royalty of $15,000 to UCSF during each of the years ended December 31, 2023 and 2022. All license related fees were recorded as research and development expense. |
Research Collaboration and Lice
Research Collaboration and License Agreement | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development [Abstract] | |
Research Collaboration and License Agreement | 11. Research Collaboration and License Agreement In December 2019, the Company entered into a Research Collaboration and License Agreement (the “Pfizer Agreement”) with Pfizer to research and develop small molecules that target eIF4E. Under the Pfizer Agreement, the Company was responsible for initial research in collaboration with Pfizer, and Pfizer is responsible for all further development of the program, including submission of an investigational new drug application and conducting all clinical development and commercialization activities. Pfizer is obligated to use commercially reasonable efforts to develop and seek regulatory approval for a licensed product, and commercialize a licensed product where Pfizer has received regulatory approval, in the United States and certain other countries. In the event the Company exercises its co-funding co-promotion co-developed Pursuant to the Pfizer Agreement, the Company received an upfront, one-time, non-refundable, non-creditable non-early co-funding co-promotion non-early non-early product-by-product co-promotion co-funding The initial transaction price of $27.0 million was allocated to the two performance obligations on a relative standalone value basis, with $25.6 million allocated to the license and $1.4 million allocated to the research activities, which were completed in 2020. The value attributable to the license was recognized upon delivery of the license to Pfizer and the value attributable to the research activities was recognized pro-rata There was no revenue recorded in connection with this agreement for the years ended December 31, 2023 and 2022 because all development and sales milestones (variable consideration) were fully constrained. |
DARPA Grant Revenue
DARPA Grant Revenue | 12 Months Ended |
Dec. 31, 2023 | |
DARPA Grant Revenue Disclosure [Abstract] | |
DARPA Grant Revenue | 12. DARPA Grant Revenue In April 2021, the Company entered into a Research Subaward Agreement with UCSF (the “Subaward Agreement”), whereby up to $5.0 million in allowable costs were reimbursable for clinical and manufacturing activities related to zotatifin for the treatment of COVID-19. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Leases In September 2021, the Company entered a non-cancelable During each of the years ended December 31, 2023 and 2022, the Company paid $0.1 million in lease payments. All lease payments were included in operating activities in the statements of cash flows. The following table summarizes supplemental balance sheet information related to leases as of December 31, 2023 and December 31, 2022 (in thousands): December 31, December 31, Assets: Operating lease right-of-use $ 53 $ 111 Total right-of-use 53 111 Liabilities Operating lease liabilities, current 60 60 Operating lease liabilities, non-current — 60 Total operating lease liabilities $ 60 $ 120 As of December 31, 2023, the future minimum annual lease payments under the existing operating leases were as follows (in thousands, except for weighted-average remaining lease term and weighted-average discount rate): 2024 62 Total remaining lease payments 62 Less: imputed interest (2 ) Total operating lease liabilities 60 Less: current portion (60 ) Long-term operating lease liabilities $ — Weighted-average remaining lease term ( in years 0.83 Weighted-average discount rate 8 % |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefits | 14. Employee Benefits The Company has a defined contribution 401(k) plan available to eligible employees. Under the terms of the plan, employees may make voluntary contributions as a percent of compensation, limited to the maximum amount allowable under federal tax regulations. The Company, at its discretion, may make certain contributions to the 401(k) plan. Through December 31, 2023, the Company made no matching contributions. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes There was no income tax expense recorded by the Company for the years ended December 31, 2023 and 2022. Significant components of the Company’s net deferred tax assets are summarized as follows (in thousands): December 31, December 31, Deferred tax assets: Net operating loss carryforwards $ 46,365 $ 42,243 Intangibles 174 189 Research and development capitalization 6,525 3,839 Accrued compensation 2,070 2,282 Credits 9,395 8,013 Fixed assets 21 10 Other, net 99 88 Right-of-use 13 25 Deferred tax assets 64,662 56,689 Deferred tax liabilities: Right-of-use (11 ) (23 ) Deferred tax liabilities (11 ) (23 ) Net deferred tax assets 64,651 56,666 Valuation allowance (64,651 ) (56,666 ) Net deferred tax assets $ — $ — A reconciliation of the income tax computed at the federal statutory tax rate to the expense (benefit) for income taxes for the years ended December 31, 2023 and 2022 is as follows (in thousands): December 31, December 31, Tax at statutory rate $ (7,520 ) $ (4,760 ) State income taxes, net of federal benefits — (2,076 ) Change in valuation allowance 7,990 7,726 Uncertain tax positions 793 586 Gain on change in fair value of earn-out (1 ) (2,546 ) Permanent differences and other 974 281 Transaction costs 6 244 Capitalized R&D — 3,381 LWAC net operating loss (259 ) (1,370 ) Credits (1,983 ) (1,466 ) Income tax expense $ — $ — Management assesses all available evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. The Company has experienced net losses since inception (aside from the years ended December 31, 2021 and December 31, 2020 when net income was realized as a result of a gain in fair value recognized associated with the earn-out non-recurring Utilization of net operating loss (“NOL”) and research and development (“R&D”) credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), as well as similar state and foreign provisions. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders. Since the Company’s formation, the Company has raised capital through the issuance of capital stock on several occasions, which on its own or combined with the purchasing stockholders’ subsequent disposition of those shares, may have resulted in such an ownership change, or could result in an ownership change in the future. The Company completed a preliminary Code section 382 and 383 study from inception through December 31, 2020 and concluded that $1.8 million of federal and California net operating losses and $0.1 million of federal R&D credits will expire unused. The Company removed deferred tax assets for net operating loss of $0.6 million and research credits of $0.1 million from its deferred tax assets schedule and has recorded a corresponding decrease in the valuation allowance. The Company has not conducted a Sections 382 and 383 study after December 31, 2020. When such study is completed, the Company will adjust its deferred tax assets accordingly. Due to the existence of a full valuation allowance any subsequent ownership changes will not impact the Company’s effective tax rate. The Company had federal and California NOL carryforwards of approximately $200.9 million and $93.8 million, respectively, portions of which begin to expire in 2034 and 2036, respectively. Federal NOLs of $122.4 million carry forward indefinitely. As of December 31, 2023, the Company had federal and California research and development (“R&D” tax) credit carryforwards of approximately $11.4 million, inclusive of the federal orphan drug tax credit carryforward, and $4.8 million, respectively. The federal R&D tax credit carryforwards will begin to expire in 2034, unless previously utilized. The California R&D tax credit carryforwards are available indefinitely. As of December 31, 2023, the Company also had federal orphan drug tax credit carryforwards of $2.2 million that will begin to expire in 2037. The Inflation Reduction Act 2022 which incorporates a Corporate Alternative Minimum Tax (CAMT) was signed on August 16, 2022. The changes will affect for the tax years beginning after December 31, 2022. The new tax will require companies to compute two separate calculations for federal income tax purposes and pay the greater of the new minimum tax or their regular tax liability. The Company will be monitoring the impacts of the act to determine if this will have an impact for the Company for years beginning after December 31, 2022. The act is not expected to have a material impact for the Company. The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more likely than not recognition at the effective date to be recognized. A reconciliation of the beginning and ending amount of unrecognized tax benefits for 2023 and 2022, excluding interest and penalties, is as follows (in thousands): December 31, December 31, Balance at beginning of the year $ 8,860 $ 8,235 Additions/(reductions) for tax positions—prior year 117 — Increase related to current year positions 840 625 Balance at the end of the year $ 9,817 $ 8,860 For the year ended December 31, 2023, the Company recognized interest and penalties of approximately $40,000 and zero, respectively, which are recorded in accrued expenses on the consolidated balance sheets. Interest and penalties are captured within the interest expense and other income (expense) lines, respectively, on the consolidated statements of operations and comprehensive loss. For the year ended December 31, 2022, the Company recognized interest and penalties of approximately $62,000 and $50,000, respectively. The Company currently files income tax returns in California and with the U.S. Internal Revenue Service. The Company currently has no tax periods under examination by any jurisdiction. Due to the existence of net operating loss carryforwards, all tax periods from inception of the Company are open for examination by taxing authorities for all jurisdictions. Included in the balance of unrecognized tax benefits at December 31, 2023 is $8.3 million that, if recognized, would not impact the Company’s income tax expense (benefit) or effective tax rate as long as our deferred tax asset remains subject to a full valuation allowance. The Company does not expect any significant increases or decreases to our unrecognized tax benefits within the next 12 months. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events On January 29, 2024, the Company completed the January 2024 Registered Direct Offering which included the issuance and sale of an aggregate of 338,000 shares of the Company’s common stock at a purchase price of $10.075 per share in a registered direct offering priced at-the-market pre-funded were subsequently exercised, with a purchase price of $10.074 per share and an exercise price of $0.001 (the “January 2024 Pre-Funded three and one-half Further, the Company issued warrants to designees of the placement agent to purchase up to 104,218 shares of common stock (“January 2024 Placement Agent Warrants”) with an exercise price of $12.5938 per share. The January 2024 Placement Agent Warrants will expire on July 29, 2027, which is three and one-half In connection with the January 2024 Registered Direct Offering, the Company paid H.C. Wainwright & Co., LLC, as exclusive placement agent, an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company from the offering and a management fee equal to 1.0% of the gross proceeds received by the Company from the offering. The Company also paid the placement agent $25,000 for non-accountable out-of-pocket pre-funded |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of the Company’s consolidated financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent liabilities in the Company’s consolidated financial statements and accompanying notes. The most significant estimate in the Company’s consolidated financial statements relates to its clinical trial expense accruals. Management evaluates its estimates on an ongoing basis. Although these estimates are based on the Company’s historical experience, knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. |
Cash, Cash Equivalents and Short-term Investments | Cash, Cash Equivalents and Short-term Investments Cash and Cash Equivalents The Company considers all highly liquid investments with insignificant interest rate risk and an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of money market funds and U.S. Treasury securities with an original maturity of less than three months at the date of purchase. Short-term Investments Short-term investments consist of U.S. Treasury securities, classified as available-for-sale available-for-sale |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of all cash equivalents, prepaid expenses and other assets, accounts payable and accrued liabilities are reasonable estimates of their fair value because of the short-term nature of these items. Based on the borrowing rates currently available to the Company for loans with similar terms, the Company believes the fair value of the term loans approximate their carrying value (see Note 6). |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist primarily of cash and cash equivalents and short-term investments. The Company maintains deposits in a federally insured major financial institution in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institution in which those deposits are held. The Company is subject to a number of risks similar to other biopharmaceutical companies, including, but not limited to, the need to obtain adequate additional funding, possible failure of current or future preclinical studies or clinical trials, reliance on third parties or partners to conduct its clinical trials, the need to obtain regulatory and marketing approvals for its drug candidates or to rely on partners to do so, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of its drug candidates, the right to develop and commercialize drug candidates pursuant to the terms and conditions of the licenses granted to the Company, protection of proprietary technology, the ability to make milestone, royalty or other payments due under any license or collaboration agreements, and the need to secure and maintain adequate manufacturing arrangements with third parties. If the Company does not successfully commercialize or partner any of its drug candidat es, |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciated or amortized using the straight-line method over the estimated useful lives of the assets (generally three five years the remaining term of the lease for leasehold improvements |
Long-Lived Assets | Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of all of its long-lived assets, including property and equipment to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. Should an impairment exist, the impairment loss would be measured based on the excess over the carrying amount of the asset’s fair value. The Company has not recognized any impairment losses from inception through December 31, 2023. |
Leases | Leases At the commencement date of a lease, the Company recognizes lease liabilities which represent its obligation to make lease payments, and right-of-use |
Grant Revenue | Grant Revenue The Company had grant revenues in 2022 derived from a grant with the Defense Advanced Research Projects Agency (“DARPA”) through the University of California, San Francisco (“UCSF”). The Company recognized DARPA grant revenue as reimbursable grant costs are incurred up to pre-approved |
Research and Development Costs | Research and Development Costs Research and development expenses primarily consist of costs associated with the preclinical and clinical development of the Company’s product candidates. Research and development costs are expensed as incurred. |
Clinical Trial Accruals and Preclinical Studies | Clinical Trial Accruals and Preclinical Studies The Company records expenses resulting from our obligations under contracts with vendors and consultants, CROs and clinical sites in connection with conducting clinical trials and preclinical studies. The financial terms of these contracts are subject to negotiations which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company reflects clinical trial and preclinical study expenses in the financial statements by matching those expenses with the period in which services and efforts are expended. The Company accounts for these expenses according to the progress of the clinical trial or preclinical study as measured by the timing of various aspects of the clinical trial, preclinical study, or related activities. The Com pany d |
Patent Costs | Patent Costs Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain. |
Revenue Recognition | Revenue Recognition The Company evaluates collaboration arrangements to determine whether units of account within the collaboration arrangement exhibit the characteristics of a vendor and customer relationship. For arrangements and units of account where a customer relationship exists, the Company applies the revenue recognition guidance. The Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. At contract inception, the Company assesses the goods or services promised within each contract and assesses whether each promised good or service is distinct and determines those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, For research and development services performed under a collaboration agreement in which the performance obligation is satisfied over time, the Company measures the progress of the activities using an input method. The input methods used are based on the effort expended or costs incurred toward the satisfaction of the related performance obligation. The Company estimates the amount of effort expended, including the time the Company estimates it will take to complete the activities, or costs incurred in a given period, relative to the estimated total effort or costs to satisfy the performance obligation. This results in a percentage that is multiplied by the consideration allocated to the research and development services to determine the amount of revenue recognized each period. This approach requires estimates and the use of significant judgement. If the estimates or judgements change over the course of the collaboration, they may affect the timing and amount of revenue recognized in the current and future periods. |
Milestones | Milestones At the inception of each arrangement that includes milestone payments (variable consideration), the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company or the Company’s collaboration partner’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates catch-up |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning As of December 31, 2023 and 2022, the Company maintained valuation allowances against its deferred tax assets as the Company concluded it had not met the “more likely than not” to be realized threshold. Changes in the valuation allowance when they are recognized in the provision for income taxes may result in a change in the estimated annual effective tax rate. The Company records uncertain tax positions on the basis of a two-step ithin t |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of net loss and unrealized gains or losses on available-for-sale |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company and its chief operating decision-maker view the Company’s operations and manage its business in one operating segment. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense Stock-based compensation expense represents the cost of the grant date fair value of employee stock option grants recognized over the requisite service period of the awards (usually the vesting period) on a straight- line basis. The Company estimates the fair value of stock option grants using the Black-Scholes option-pricing model. The Company accounts for stock options granted to non-employees The Black-Scholes option-pricing model requires the use of subjective assumptions, including the risk-free interest rate, the expected stock price volatility, the expected term of stock options, and the expected dividend yield. The Company has limited historical stock option activity and therefore estimates the expected term of stock options granted using the simplified method, which represents the average of the contractual term of the stock option and its weighted-average vesting period. The fair value of the underlying common stock used within the Black-Scholes option-pricing model is based on the closing price of common stock on the date of grant. |
Public and Private Placement Warrants | Public and Private Placement Warrants Upon completion of the Business Combination, the Company assumed public and private placement warrants that were issued by LWAC in connection with their initial public offering in January 2021 whereby holders of the public and private placement warrants are entitled to acquire common stock of the Company. The Company has concluded that the public warrants are equity-classified. Since the settlement value of the private placement warrants is dependent, in part, on who holds the warrants at the time of settlement, they are not considered indexed to the Company’s stock and are therefore recorded as liabilities. Warrants classified as liabilities are recorded at their estimated fair value on the date of issuance and are revalued at each subsequent balance sheet date, with fair value changes recognized in other income (expense), net in the accompanying consolidated statements of operations and comprehensive loss. The Company estimates the fair value of these warrants using the Black-Scholes option pricing model. |
Common Stock and Placement Agent Warrants | Common Stock and Placement Agent Warrants In May 2023 and June 2023, the Company completed two separate registered direct offerings whereby common stock warrants and placement agent warrants were issued with the right to acquire common stock of the Company. In order to determine the appropriate accounting treatment for the warrants, the Company considered the indexation guidance under Accounting Standards Codification (“ASC”) 815-40. |
Earn-out Shares | Earn-Out In accordance with the Merger Agreement, 200,000 shares (“Earn-Out two-year Earn-Out earn-out The Company determined that the contingent obligation to issue Earn-Out 815-40 Earn-Out The Company has determined that the contingent obligation to issue Earn-Out Earn-Out The Triggering Event did not occur during the two-year earn-out Earn-Out |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes, based on its preliminary assessment, that the impact of recently issued standards that are not yet effective will not have a material impact on their financial position or results of operations upon adoption. In November 2023, the Financial Accounting Standards Board (“FASB”) issued updated accounting guidance related to annual and interim segment disclosures. The updated accounting guidance, among other things, requires disclosure of certain significant segment expenses. We will adopt the updated accounting guidance in our Annual Report on Form 10-K In December 2023, the FASB issued ASU 2023-09, 2023-09 |
Net Income (Loss) Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration of potential dilutive securities. Diluted net loss per share is computed by dividing the net loss by the sum of the weighted average number of common shares plus the potential dilutive effects of potential dilutive securities outstanding during the period. Potential dilutive securities are excluded from diluted earnings or loss per share if the effect of such inclusion is antidilutive. The Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per share as they would be anti-dilutive to the net loss per share. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. Potentially dilutive securities as of December 31, 2023 and 2022 are as follows (in common stock equivalent shares, each as adjusted to reflect the Reverse Stock Split): For the Year Ended 2023 2022 Common stock warrants 768,592 — Placement agent warrants 53,799 — Public warrants 233,332 233,332 Private placement warrants 7,266 7,266 Earn-Out — 200,000 Unvested sponsor shares 12,000 12,000 Stock options outstanding 480,875 349,495 Total 1,555,864 802,093 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Potentially Dilutive Securities | Potentially dilutive securities as of December 31, 2023 and 2022 are as follows (in common stock equivalent shares, each as adjusted to reflect the Reverse Stock Split): For the Year Ended 2023 2022 Common stock warrants 768,592 — Placement agent warrants 53,799 — Public warrants 233,332 233,332 Private placement warrants 7,266 7,266 Earn-Out — 200,000 Unvested sponsor shares 12,000 12,000 Stock options outstanding 480,875 349,495 Total 1,555,864 802,093 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Summary of assets and liabilities measured at fair value on a recurring basis | The following table summarizes the Company’s assets and liabilities that require fair value measurements on a recurring basis and their respective input levels based on the fair value hierarchy as of December 31, 2023 and December 31, 2022 (in thousands): Fair Value Measurements Using December 31, Quoted Prices Significant Significant Assets Cash equivalents: Money market funds $ 10,887 $ 10,887 $ — $ — U.S. Treasury securities 3,988 — 3,988 — Short-term investments: U.S. Treasury securities 3,495 — 3,495 — Total assets $ 18,370 $ 10,887 $ 7,483 $ — Liabilities Private placement warrant liability $ 40 $ — $ — $ 40 Total liabilities $ 40 $ — $ — $ 40 Fair Value Measurements Using December 31, Quoted Prices Significant Significant Assets Cash equivalents: Money market funds $ 8,708 $ 8,708 $ — $ — Short-term investments: U.S. Treasury securities 17,602 — $ 17,602 — Total assets $ 26,310 $ 8,708 $ 17,602 $ — Liabilities Private placement warrant liability $ 40 $ — $ — $ 40 Earn-out 6 — — 6 Total liabilities $ 46 $ — $ — $ 46 |
Summary of Short term Investment | The following tables summarize the Company’s short-term investments accounted for as available-for-sale December 31, 2023 Maturity Amortized Unrealized Unrealized Estimated U.S. Treasury securities 1 year or less $ 3,495 $ — $ — $ 3,495 $ 3,495 $ — $ — $ 3,495 December 31, 2022 Maturity Amortized Unrealized Unrealized Estimated U.S. Treasury securities 1 year or less $ 17,620 $ 1 $ (19 ) $ 17,602 $ 17,620 $ 1 $ (19 ) $ 17,602 |
Private Placement Warrants Liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Summary of fair value measurements inputs | The following key assumptions were used in determining the fair value of the private placement warrant liability valued using the Black-Scholes option pricing model as of December 31, 2023 and December 31, 2022: December 31, December 31, Common stock price $ 11.69 $ 10.69 Expected volatility 125.0 % 125.0 % Risk-free interest rate 4.1 % 4.2 % Expected term (in years) 2.7 3.7 Expected dividend yield — — |
Summary of change in fair value of derivative warrant liabilities | The following table presents activity for the private placement warrant liability measured at fair value using significant unobservable Level 3 inputs during the year ended December 31, 2023 (in thousands): Private Placement Balance at December 31, 2022 40 Change in fair value — Balance at December 31, 2023 $ 40 |
Property and Equipment , net (T
Property and Equipment , net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment ,net | Property and equipment, net consists of the following (in thousands): December 31, December 31, Lab equipment $ 30 $ 30 Computer and office equipment 154 149 Furniture and fixtures 78 61 Leasehold improvements 188 188 Construction in process 14 29 464 457 Less accumulated depreciation and amortization (324 ) (216 ) $ 140 $ 241 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following (in thousands): December 31, December 31, Employee compensation $ 1,587 $ 1,385 Research and development 1,036 1,206 Professional and outside services 75 112 Interest 223 197 Other — 468 $ 2,921 $ 3,368 |
Term Loans (Tables)
Term Loans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and Loans Payable, by Type, Current and Noncurrent [Abstract] | |
Schedule of Principal Future Payments of Term Loans | Based on the outstanding principal amounts for the Company’s Term A Loans, the following table sets forth by year the Company’s required future principal payments as of December 31, 2023 (in thousands): As of December 31, 2023 2024 $ 5,555 2025 6,667 2026 6,667 2027 1,111 Required future principal payments $ 20,000 Unamortized debt discount (615 ) Current term loans, net as of December 31, 2023 $ 19,385 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Class of Warrant or Right [Line Items] | |
Summary of Public and private placement warrants outstanding. | The following table summarizes the number of outstanding public warrants and private placement warrants and the corresponding exercise price as of December 31, 2023 and December 31, 2022: December 31, December 31, Exercise Expiration Date Public warrants 233,332 233,332 $ 287.50 August 24, 2026 Private placement warrants 7,266 7,266 $ 287.50 August 24, 2026 |
Warrant [Member] | |
Class of Warrant or Right [Line Items] | |
Summary of Public and private placement warrants outstanding. | The following table summarizes the number of outstanding common stock warrants and placement agent warrants and the corresponding exercise price as of December 31, 2023 and December 31, 2022: December 31, December 31, Exercise Expiration Date May 2023 Common Stock Warrants 458,015 — $ 13.25 November 30, 2028 May 2023 Placement Agent Warrants 32,060 — $ 20.47 May 26, 2028 June 2023 Common Stock Warrants 310,577 — $ 25.00 December 8, 2028 June 2023 Placement Agent Warrants 21,739 — $ 35.1575 June 6, 2028 |
Preferred Stock and Stockhold_2
Preferred Stock and Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Summary of option activity under the company's plans | A summary of the Company’s stock option activity under the plans is as follows (in thousands, except share and per share amounts and years): Shares Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2022 349,495 $ 68.23 7.4 $ — Granted 151,589 13.01 9.1 Exercised (3,590 ) 13.00 — Cancelled or forfeited (16,619 ) 55.70 6.6 Outstanding at December 31, 2023 480,875 $ 51.67 7.3 $ — Vested and exercisable at December 31, 2023 292,803 $ 57.64 6.3 $ — |
Schedule of assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock option grants. | The assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock option grants were as follows: Year Ended December 31, 2023 2022 Risk-free interest rate 3.6% - 4.4% 1.7% - 4.1% Expected volatility 84% - 85% 82% - 86% Expected term (in years) 5.3 - 6.1 5.2 - 6.1 Expected dividend yield 0% 0% |
Schedule of Common Stock, Reserved for Future Issuance | Common stock reserved for future issuance consists of the following as of December 31, 2023: December 31, Stock options issued and outstanding 480,875 Public warrants issued and outstanding 233,332 Private placement warrants issued and outstanding 7,266 Common stock warrants issued and outstanding 768,592 Placement agent warrants issued and outstanding 53,799 Unvested sponsor shares 12,000 Authorized for future stock awards or option grants 96,449 Authorized for future issuances under the ESPP 59,144 Total 1,711,457 |
Earn-out Shares (Tables)
Earn-out Shares (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earn out Share [Abstract] | |
Schedule Of Estimated Fair Value Of The Earn Out Shares | The fair value per share of the Earn-Out earn-out December 31, Stock price $ 10.69 Expected volatility 115.0 % Risk-free interest rate 4.8 % Forecast period (in years) 0.6 Cost of equity 20.0 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Supplemental Balance sheet Information related to Leases | The following table summarizes supplemental balance sheet information related to leases as of December 31, 2023 and December 31, 2022 (in thousands): December 31, December 31, Assets: Operating lease right-of-use $ 53 $ 111 Total right-of-use 53 111 Liabilities Operating lease liabilities, current 60 60 Operating lease liabilities, non-current — 60 Total operating lease liabilities $ 60 $ 120 |
Schedule of Future Minimum Rental Payments for Operating Leases | As of December 31, 2023, the future minimum annual lease payments under the existing operating leases were as follows (in thousands, except for weighted-average remaining lease term and weighted-average discount rate): 2024 62 Total remaining lease payments 62 Less: imputed interest (2 ) Total operating lease liabilities 60 Less: current portion (60 ) Long-term operating lease liabilities $ — Weighted-average remaining lease term ( in years 0.83 Weighted-average discount rate 8 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Deferred Tax Assets Components | Significant components of the Company’s net deferred tax assets are summarized as follows (in thousands): December 31, December 31, Deferred tax assets: Net operating loss carryforwards $ 46,365 $ 42,243 Intangibles 174 189 Research and development capitalization 6,525 3,839 Accrued compensation 2,070 2,282 Credits 9,395 8,013 Fixed assets 21 10 Other, net 99 88 Right-of-use 13 25 Deferred tax assets 64,662 56,689 Deferred tax liabilities: Right-of-use (11 ) (23 ) Deferred tax liabilities (11 ) (23 ) Net deferred tax assets 64,651 56,666 Valuation allowance (64,651 ) (56,666 ) Net deferred tax assets $ — $ — |
Schedule of Components of Income Tax Expense (Benefit) | A reconciliation of the income tax computed at the federal statutory tax rate to the expense (benefit) for income taxes for the years ended December 31, 2023 and 2022 is as follows (in thousands): December 31, December 31, Tax at statutory rate $ (7,520 ) $ (4,760 ) State income taxes, net of federal benefits — (2,076 ) Change in valuation allowance 7,990 7,726 Uncertain tax positions 793 586 Gain on change in fair value of earn-out (1 ) (2,546 ) Permanent differences and other 974 281 Transaction costs 6 244 Capitalized R&D — 3,381 LWAC net operating loss (259 ) (1,370 ) Credits (1,983 ) (1,466 ) Income tax expense $ — $ — |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits for 2023 and 2022, excluding interest and penalties, is as follows (in thousands): December 31, December 31, Balance at beginning of the year $ 8,860 $ 8,235 Additions/(reductions) for tax positions—prior year 117 — Increase related to current year positions 840 625 Balance at the end of the year $ 9,817 $ 8,860 |
Organization and Basis of Pre_2
Organization and Basis of Presentation - Additional Information (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Jan. 09, 2024 $ / shares | |
Subsidiary Sale Of Stock [Line Items] | |||
Date of incorporation | Oct. 02, 2020 | ||
Place of incorporation | DE | ||
Accumulated deficit | $ 179,377 | $ 143,566 | |
Cash from operation | 29,600 | ||
Cash and cash equivalents and short-term investments | 18,400 | ||
Net loss | $ (35,811) | $ (22,665) | |
Common stock price per share | $ / shares | $ 0.0001 | $ 0.0001 | |
Common Stock [Member] | |||
Subsidiary Sale Of Stock [Line Items] | |||
Common stock price per share | $ / shares | $ 0.0001 | $ 0.0001 | |
Minimum | Common Stock [Member] | |||
Subsidiary Sale Of Stock [Line Items] | |||
Common shared Issused , Reverse Stock Split | shares | 1,000,000,000 | ||
Maximum | Common Stock [Member] | |||
Subsidiary Sale Of Stock [Line Items] | |||
Common shared Issused , Reverse Stock Split | shares | 40,000,000 | ||
Locust Walk Acquisition Corp [Member] | |||
Subsidiary Sale Of Stock [Line Items] | |||
Conversion of outstanding common and preferred shares into common shares | 0.09657 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) Segment $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Property and equipment useful lives | 3 years | |
Impairment losses | $ | $ 0 | |
Operating segments | Segment | 1 | |
Common stock, shares issued | shares | 2,994,679 | 1,679,602 |
Common stock price per share | $ / shares | $ 0.0001 | $ 0.0001 |
Consecutive trading days required for entitlement of common stock | 30 days | |
Maximum | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Property and equipment useful lives | 5 years | |
Leasehold Improvements | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Property, Plant and Equipment, Net | |
Earn-Out Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock, shares issued | shares | 200,000 | |
Common stock price per share | $ / shares | $ 500 | |
Trading days required for entitlement of common stock | 20 days | |
Consecutive trading days required for entitlement of common stock | 30 days |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities (Detail) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially Dilutive Securities (in common stock equivalent shares) | 1,555,864 | 802,093 |
Common Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially Dilutive Securities (in common stock equivalent shares) | 768,592 | 0 |
Placement Agent Warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially Dilutive Securities (in common stock equivalent shares) | 53,799 | 0 |
Public warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially Dilutive Securities (in common stock equivalent shares) | 233,332 | 233,332 |
Private Placement [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially Dilutive Securities (in common stock equivalent shares) | 7,266 | 7,266 |
Earn-Out Shares | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially Dilutive Securities (in common stock equivalent shares) | 0 | 200,000 |
Unvested Sponsor Shares | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially Dilutive Securities (in common stock equivalent shares) | 12,000 | 12,000 |
Stock Options Outstanding [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially Dilutive Securities (in common stock equivalent shares) | 480,875 | 349,495 |
Fair Value Measurementsn - Addi
Fair Value Measurementsn - Additional Information (Detail) - Fair Value, Inputs, Level 1, 2 and 3 [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value, net derivative asset (liability) measured on recurring basis, unobservable inputs reconciliation, transfers, net | $ 0 | $ 0 |
Money Market Funds, at Carrying Value | 10,900,000 | 8,700,000 |
Interest Receivable | $ 52,000 | $ 27,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets And Liabilities Measured At Fair Value On Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Liabilities | ||
Earn-out liability | $ 0 | $ 6 |
Fair Value, Recurring | ||
Assets | ||
Total assets | 18,370 | 26,310 |
Liabilities | ||
Earn-out liability | 6 | |
Total liabilities | 40 | 46 |
Fair Value, Recurring | Private Placement Warrant Liability | ||
Liabilities | ||
Warrant liability | 40 | 40 |
Fair Value, Recurring | Fair Value Inputs Level 1 | ||
Assets | ||
Total assets | 10,887 | 8,708 |
Liabilities | ||
Total liabilities | 0 | 0 |
Fair Value, Recurring | Fair Value Inputs Level 2 | ||
Assets | ||
Total assets | 7,483 | 17,602 |
Liabilities | ||
Total liabilities | 0 | 0 |
Fair Value, Recurring | Fair Value Inputs Level 3 | ||
Assets | ||
Total assets | 0 | 0 |
Liabilities | ||
Earn-out liability | 6 | |
Total liabilities | 40 | 46 |
Fair Value, Recurring | Fair Value Inputs Level 3 | Private Placement Warrant Liability | ||
Liabilities | ||
Warrant liability | 40 | 40 |
Fair Value, Recurring | Money Market Funds | ||
Assets | ||
Money market funds | 10,887 | 8,708 |
Fair Value, Recurring | Money Market Funds | Fair Value Inputs Level 1 | ||
Assets | ||
Money market funds | 10,887 | 8,708 |
Fair Value, Recurring | US Treasury Securities [Member] | ||
Assets | ||
U.S. Treasury securities | 3,988 | |
Fair Value, Recurring | US Treasury Securities [Member] | Fair Value Inputs Level 2 | ||
Assets | ||
U.S. Treasury securities | 3,988 | |
Fair Value, Recurring | US Treasury Securities [Member] | Short-Term Investments [Member] | ||
Assets | ||
U.S. Treasury securities | 3,495 | 17,602 |
Fair Value, Recurring | US Treasury Securities [Member] | Short-Term Investments [Member] | Fair Value Inputs Level 2 | ||
Assets | ||
U.S. Treasury securities | $ 3,495 | $ 17,602 |
Fair Value Measurements - Short
Fair Value Measurements - Short Term Investment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | $ 3,495 | $ 17,620 |
Unrealized Gains | 0 | 1 |
Unrealized Losses | 0 | (19) |
Estimated Fair Value | $ 3,495 | $ 17,602 |
US Treasury Securities [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Maturity (in years) | 1 year | 1 year |
Amortized Cost | $ 3,495 | $ 17,620 |
Unrealized Gains | 0 | 1 |
Unrealized Losses | 0 | (19) |
Estimated Fair Value | $ 3,495 | $ 17,602 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of fair value measurements inputs of private placement warrant liability (Detail) - Private Placement Warrant Liability | Dec. 31, 2023 yr USD ($) | Dec. 31, 2022 USD ($) yr |
Common Stock Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Measurement Input | $ | 11.69 | 10.69 |
Expected volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Measurement Input | 125 | 125 |
Risk-free interest rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Measurement Input | 4.1 | 4.2 |
Expected term (in years) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Measurement Input | yr | 2.7 | 3.7 |
Expected dividend yield | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Measurement Input | 0 | 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of change in fair value of private placement warrant liability (Detail) - Private Placement Warrant Liability $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value, Beginning Balance | $ 40 |
Change in fair value | 0 |
Fair value, Ending Balance | $ 40 |
Property and Equipment, net - S
Property and Equipment, net - Summary of Property and Equipment, net (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 464 | $ 457 |
Less accumulated depreciation and amortization | (324) | (216) |
Property and Equipment, Net | 140 | 241 |
Lab Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 30 | 30 |
Computer And Office Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 154 | 149 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 78 | 61 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 188 | 188 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 14 | $ 29 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 111,000 | $ 53,000 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Employee compensation | $ 1,587 | $ 1,385 |
Research and development | 1,036 | 1,206 |
Professional and outside services | 75 | 112 |
Interest | 223 | 197 |
Other | 0 | 468 |
Accrued Liabilities, Current | $ 2,921 | $ 3,368 |
Term Loans - Additional Informa
Term Loans - Additional Information (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Feb. 22, 2022 USD ($) | Mar. 31, 2021 USD ($) Tranche | Dec. 31, 2023 USD ($) $ / shares shares | |
Debt Instrument [Line Items] | |||
Outstanding principal, Term loans | $ 19,385 | ||
Extended cut off date before which the interest on term loan shall be paid | Mar. 01, 2024 | ||
Borrowed Term Loan | $ 20,000 | ||
Loan and Security Agreement [Member] | Less Than One Year From The Date Of Loan Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Prepayment fee as a percentage of the outstanding principal | 3% | ||
Loan and Security Agreement [Member] | Greater Than One Year And Less Than Two Years From The Date Of Loan Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Prepayment fee as a percentage of the outstanding principal | 2% | ||
Loan and Security Agreement [Member] | Later Than Two Years And Not Later Than Three Years From The Date Of Loan Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Prepayment fee as a percentage of the outstanding principal | 1% | ||
Loan and Security Agreement [Member] | Later Than Three Years From The Date Of Loan Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Prepayment fee as a percentage of the outstanding principal | 0% | ||
Loan and Security Agreement [Member] | Oxford Finance LLC [Member] | |||
Debt Instrument [Line Items] | |||
Number of tranches | Tranche | 2 | ||
Debt instrument, face amount | $ 30,000 | ||
Number of days within which a portion of term loan will be available subject to achievement of milestone | 45 days | ||
Long term debt variable interest rate percentage | 7.70% | ||
Loan and Security Agreement [Member] | Prime Rate [Member] | Oxford Finance LLC [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument variable interest rate spread | 4.45% | ||
Loan and Security Agreement [Member] | Warrants To Purchase Series C Redeemable Convertible Stock | Oxford Finance LLC [Member] | |||
Debt Instrument [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 133.25 | ||
Number of shares subject to each warrant | shares | 1,503 | ||
Loan and Security Agreement [Member] | Debt Instrument, Term Loan A [Member] | Oxford Finance LLC [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Description | In connection with the amendment, the maturity of the Term A Loans was extended from March 18, 2026 to February 1, 2027. | ||
Debt Instrument, Discount | $ 1,600 | ||
Outstanding principal, Term loans | $ 20,000 | 20,000 | |
Amortization of debt discount | 2,900 | ||
Term loan final payment as a percentage of the amount funded | 5.50% | ||
Borrowed Term Loan | $ 20,000 | $ 19,400 | |
Loan and Security Agreement [Member] | Debt Instrument, Term Loan B [Member] | |||
Debt Instrument [Line Items] | |||
Additional term Loan | $ 10,000 | ||
Loan and Security Agreement [Member] | Debt Instrument, Term Loan B [Member] | Less Than One Year From The Date Of Loan Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Loan initiation date | Jun. 30, 2023 | ||
Loan and Security Agreement [Member] | Debt Instrument, Term Loan B [Member] | Oxford Finance LLC [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 10,000 |
Term Loans - Schedule of Princi
Term Loans - Schedule of Principal Future Payments of Term Loans (Detail) $ in Thousands | Dec. 31, 2023 USD ($) |
Notes and Loans Payable, by Type, Current and Noncurrent [Abstract] | |
2024 | $ 5,555 |
2025 | 6,667 |
2026 | 6,667 |
2027 | 1,111 |
Required future principal payments | 20,000 |
Unamortized debt discount | (615) |
Current term loans, net as of December 31, 2023 | $ 19,385 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||
Warrants and rights outstanding, term | 5 years | |
Public Warrants and Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 287.5 | |
Class of warrants, redemption price per unit | $ 0.25 | |
Class of warrants, redemption notice period | 30 days | |
Share price | $ 450 | |
Number of consecutive trading days for determining share price | 20 days | |
Number of trading days to determine share price | 30 days | |
May 2023 Registered Direct Offering | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.025 | |
Number of warrants | 270,015 | |
Pre-funded warrants with a purchase price | $ 16.35 | |
June 2023 Registered Direct Offering | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.025 | |
Number of warrants | 72,578 | |
Pre-funded warrants with a purchase price | $ 28.1 | |
May 2023 Common Stock Warrants | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 13.25 | |
Number of warrants | 458,015 | 0 |
Expiration date | Nov. 30, 2028 | |
May 2023 Placement Agent Warrants | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 20.47 | |
Number of warrants | 32,060 | 0 |
Expiration date | May 26, 2028 | |
June 2023 Common Stock Warrants | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 25 | |
Number of warrants | 310,577 | 0 |
Expiration date | Dec. 08, 2028 | |
June 2023 Placement Agent Warrants | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 35.1575 | |
Number of warrants | 21,739 | 0 |
Expiration date | Jun. 06, 2028 |
Warrants - Schedule of Public a
Warrants - Schedule of Public and private placement warrants outstanding (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 233,332 | 233,332 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 287.5 | |
Expiration date | Aug. 24, 2026 | |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 7,266 | 7,266 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 287.5 | |
Expiration date | Aug. 24, 2026 | |
May 2023 Common Stock Warrants | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 458,015 | 0 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 13.25 | |
Expiration date | Nov. 30, 2028 | |
May 2023 Placement Agent Warrants | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 32,060 | 0 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 20.47 | |
Expiration date | May 26, 2028 | |
June 2023 Common Stock Warrants | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 310,577 | 0 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 25 | |
Expiration date | Dec. 08, 2028 | |
June 2023 Placement Agent Warrants | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 21,739 | 0 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 35.1575 | |
Expiration date | Jun. 06, 2028 |
Preferred Stock and Stockhold_3
Preferred Stock and Stockholders' Equity - Additional Information (Detail) | 12 Months Ended | ||||||
Sep. 30, 2022 USD ($) | Jan. 24, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) TradingDays $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Aug. 25, 2021 shares | Aug. 24, 2021 shares | ||
Class Of Stock [Line Items] | |||||||
Share purchases under the Purchase Agreement | shares | 0 | ||||||
Common stock value issued | [1] | $ 0 | $ 0 | ||||
Common stock, shares issued | shares | 2,994,679 | 1,679,602 | |||||
Proceeds from exercise of common stock options and warrants | $ 56,000 | $ 3,000 | |||||
Preferred stock, shares authorized | shares | 100,000,000 | 100,000,000 | |||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares issued | shares | 0 | 0 | |||||
Preferred stock, shares outstanding | shares | 0 | 0 | |||||
Stock options outstanding | shares | 480,875 | 349,495 | |||||
Option, exercise price range, lower range limit | $ / shares | $ 100 | ||||||
Option, exercise price range, upper range limit | $ / shares | $ 110 | ||||||
Share-based payment award, expiration period | 5 years | ||||||
Fair value of vested option | $ 5,000,000 | ||||||
Share-based payment arrangement, expense | 4,600,000 | $ 5,000,000 | |||||
Unrecognized compensation cost related to outstanding employee options | $ 4,600,000 | ||||||
Expected term (in years) | 2 years 2 months 12 days | ||||||
Unrecognized compensation cost related to outstanding nonemployee options | $ 900,000 | ||||||
Outstanding non employee expense expected period | 8 months 12 days | ||||||
Employee Option [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Weighted-average grant date fair value | $ / shares | $ 9.39 | ||||||
Non-Employee Option [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Weighted-average grant date fair value | $ / shares | $ 9.56 | ||||||
Maximum [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days | |||||
Minimum [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Expected term (in years) | 5 years 3 months 18 days | 5 years 2 months 12 days | |||||
2013, Equity Incentive Plan | |||||||
Class Of Stock [Line Items] | |||||||
Stock options outstanding | shares | 130,694 | 156,781 | |||||
2021, Equity Incentive Plan | |||||||
Class Of Stock [Line Items] | |||||||
Number of shares reserved for future issuance | shares | 96,449 | ||||||
Shares authorized | shares | 446,630 | ||||||
Shares purchased for award | shares | 375,506 | ||||||
Intrinsic value of options exercised | $ 0 | $ 0 | |||||
2021 Employee Stock Purchase Plan [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Shares fair market value percentage | 85% | ||||||
Number of shares reserved for future issuance | shares | 59,144 | 35,200 | |||||
Increase in reserved shares, percentage | 1% | ||||||
2021 Employee Stock Purchase Plan [Member] | Maximum [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Number of shares reserved for future issuance | shares | 600,000 | ||||||
ATM Offering Program [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Payments of commission percentage | 3% | ||||||
Common stock, shares issued | shares | 537,200 | 19,157 | |||||
Shares Issued Price Per Share | $ / shares | $ 13.48 | $ 15.03 | |||||
Proceeds from exercise of common stock options and warrants | $ 7,200,000 | $ 300,000 | |||||
Temporary equity underwriting discounts, commissions and fees | $ 400,000 | $ 200,000 | |||||
ATM Offering Program [Member] | Maximum [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Common stock value issued | $ 0 | ||||||
May 2023 Register Direct Offering [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares issued | shares | 188,000 | ||||||
Shares Issued Price Per Share | $ / shares | $ 16.375 | ||||||
Proceeds from exercise of common stock options and warrants | $ 7,500,000 | ||||||
Net proceed | 6,700,000 | ||||||
Amortization of sales commissions | $ 800,000 | ||||||
May 2023 Register Direct Offering [Member] | Private Placement [Member] | H.C. Wainwright & Co [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Managemengt fees percentage | 1% | ||||||
Gross proceed | 7% | ||||||
Costs and expenses | $ 75,000,000 | ||||||
Clearing fees | $ 15,950,000 | ||||||
June 2023 Registered Direct Offering | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares issued | shares | 238,000 | ||||||
Shares Issued Price Per Share | $ / shares | $ 28.125 | ||||||
Proceeds from exercise of common stock options and warrants | $ 8,700,000 | ||||||
Net proceed | 7,800,000 | ||||||
Amortization of sales commissions | $ 900,000 | ||||||
June 2023 Registered Direct Offering | Private Placement [Member] | H.C. Wainwright & Co [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Managemengt fees percentage | 1% | ||||||
Gross proceed | 7% | ||||||
Costs and expenses | $ 50,000,000 | ||||||
Clearing fees | $ 15,950,000 | ||||||
Sponsor Shares [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Stock options outstanding | shares | 162,250 | ||||||
Share based compensation options vesting shares | shares | 12,000 | ||||||
Sponsor Shares [Member] | Maximum [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Trading days | TradingDays | 30 | ||||||
Sponsor Shares [Member] | Minimum [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Trading days | TradingDays | 20 | ||||||
Holder of More Than 10% [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Option, exercise price range, lower range limit | $ / shares | $ 10 | ||||||
Common Stock [Member] | 2021 Employee Stock Purchase Plan [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Stock issued under employee stock purchase plans | shares | 5,694 | 3,433 | |||||
Common Stock [Member] | Sponsor Shares [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Shares Issued Price Per Share | $ / shares | $ 375 | ||||||
Purchase Agreement [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Other expense relating to the commitment fee | $ 800,000 | ||||||
Lincoln Park [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Purchase Agreement | 36 months | ||||||
Initial purchase amount | $ 3,000,000 | ||||||
Initial purchase number of shares | shares | 22,304 | ||||||
Shares issued, commitment shares | shares | 5,717 | ||||||
Lincoln Park [Member] | Maximum [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Available for sales of common shares under the facility | $ 50,000,000 | ||||||
Lincoln Park [Member] | Common Stock [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Ownership percentage | 4.99% | ||||||
Lincoln Park [Member] | Common Stock [Member] | Maximum [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Purchase shares | shares | 1,200 | ||||||
Lincoln Park [Member] | Purchase Agreement [Member] | Common Stock [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Price per share | $ / shares | $ 160.5 | ||||||
Percentage of common shares outstanding prior to the execution of purchase agreement | 19.99% | ||||||
Aggregate number of common shares | shares | 325,357 | ||||||
Lincoln Park [Member] | Regular Purchase [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Trading volume percentage | 25% | ||||||
Percentage of common shares outstanding prior to the execution of purchase agreement | 97% | ||||||
Lincoln Park [Member] | Regular Purchase [Member] | Common Stock [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Regular purchase, description | The Fully Adjusted Regular Purchase Share Limit may be increased as follows: to up to 2,000 shares if the closing price is not below $125.00, and up to 3,000 shares if the closing price is not below $250.00 | ||||||
Committed obligation amount | $ 500,000 | ||||||
Lincoln Park [Member] | Regular Purchase [Member] | Common Stock [Member] | Maximum [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Purchase shares | shares | 1,200 | ||||||
[1]Amounts have been retroactively restated to reflect the 1-for-25 reverse stock split effected on January 12, 2024 (see Note 1. Organization and Basis of Presentation of the accompanying notes to the consolidated financial statements). |
Preferred Stock and Stockhold_4
Preferred Stock and Stockholders' Equity - Summary of Option Activity Under the Company's Plans (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Number of Option Outstanding,Beginning balance | 349,495 | |
Number of Option Outstanding,Granted | 151,589 | |
Number of Option Outstanding,Exercised | (3,590) | |
Number of Option Outstanding, Cancelled or forfeited | (16,619) | |
Number of Option Outstanding,Ending balance | 480,875 | 349,495 |
Number of Option Exercisable | 292,803 | |
Weighted Average Exercise Price,Beginning balance | $ 68.23 | |
Weighted Average Exercise Price,Granted | 13.01 | |
Weighted average exercise price,Exercised | 13 | |
Weighted average exercise price, Cancelled or forfeited | 55.7 | |
Weighted Average Exercise Price,Ending balance | 51.67 | $ 68.23 |
Weighted Average Exercise Price,Exercisable | $ 57.64 | |
Weighted- Average Remaining Contractual Term,Beginning balance | 7 years 3 months 18 days | 7 years 4 months 24 days |
Weighted- Average Remaining Contractual Term,Granted | 9 years 1 month 6 days | |
Weighted- Average Remaining Contractual Term, Cancelled or forfeited | 6 years 7 months 6 days | |
Weighted- Average Remaining Contractual Term, Ending balance | 7 years 3 months 18 days | 7 years 4 months 24 days |
Weighted- Average Remaining Contractual Term,Exercisable | 6 years 3 months 18 days | |
Aggregate Intrinsic Value,Beginning balance | $ 0 | |
Aggregate Intrinsic Value,Ending balance | 0 | $ 0 |
Aggregate Intrinsic Value,Exercisable | $ 0 |
Preferred Stock and Stockhold_5
Preferred Stock and Stockholders' Equity - Schedule of assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock option grants (Detail) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 2 years 2 months 12 days | |
Expected dividend yield | 0% | 0% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 3.60% | 1.70% |
Expected volatility | 84% | 82% |
Expected term (in years) | 5 years 3 months 18 days | 5 years 2 months 12 days |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 4.40% | 4.10% |
Expected volatility | 85% | 86% |
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Preferred Stock and Stockhold_6
Preferred Stock and Stockholders' Equity - Summary of Common Stock Reserved for Future Issuance (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class Of Stock [Line Items] | ||
Stock options issued and outstanding | 480,875 | 349,495 |
Common stock warrants issued and outstanding | $ 768,592 | |
Placement agent warrants issued and outstanding | $ 53,799 | |
Unvested sponsor shares | 12,000 | |
Authorized for future stock awards or option grants | 96,449 | |
Authorized for future issuances under the ESPP | 59,144 | |
Total | 1,711,457 | |
Public Warrants Issued and Outstanding | ||
Class Of Stock [Line Items] | ||
Class of Warrant or Right, Outstanding | 233,332 | 233,332 |
Private Placement Warrants Issued and Outstanding | ||
Class Of Stock [Line Items] | ||
Class of Warrant or Right, Outstanding | 7,266 | 7,266 |
Common Stock [Member] | ||
Class Of Stock [Line Items] | ||
Stock options issued and outstanding | 480,875 |
Earn-Out Shares - Additional In
Earn-Out Shares - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Aug. 25, 2023 | Aug. 25, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Consecutive trading days required for entitlement of common stock | 30 days | |||
Trading Days Required For Entitlement Of Common Stock1 | 20 days | |||
Common stock price per share | $ 0.0001 | $ 0.0001 | ||
Fair Value Adjustment Of Earn-Out liability | $ 6,000 | $ 12,124,000 | ||
Common stock, shares issued | 2,994,679 | 1,679,602 | ||
Earn-Out Shares [Member] | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Fair value of earn-out shares | $ 0.01 | |||
Fair value of option holder Earn-out Shares | $ 7,900,000 | |||
Fair Value Adjustment Of Earn-Out liability | $ 6,000 | $ 0 | $ 12,100,000 | |
Share based compensation | $ 300,000 | |||
Share based compensation service period | 4 months 9 days | |||
Unrecognized compensation expense | $ 0 | |||
Earn-Out Shares [Member] | Stockholders [Member] | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Common stock, shares issued | 182,422 | 17,512 | ||
Earn-Out Shares [Member] | Effector Therapeutics Inc [Member] | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Business acquisition, equity interest issued or issuable, number of shares | 200,000 | |||
Common stock price per share | $ 500 |
Earn-Out Shares - Summary of Es
Earn-Out Shares - Summary of Estimated Fair Value of Earn-Out Shares (Detail) - Earn-Out Shares [Member] | Dec. 31, 2022 yr shares |
Stock price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | shares | 10.69 |
Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 1.15 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.048 |
Forecast period (in years) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | yr | 0.6 |
Cost of equity | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.20 |
License Agreements - Additional
License Agreements - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Aug. 31, 2021 | Jul. 31, 2021 | |
License Agreement Disclosure [Line Items] | ||||
Research and development capitalization | $ 22,919,000 | $ 23,313,000 | ||
Regents of the University of California [Member] | ||||
License Agreement Disclosure [Line Items] | ||||
Payable in connection with the closing of the merger agreement | $ 1,000,000 | |||
Research and development capitalization | $ 15,000 | $ 15,000 | ||
Regents of the University of California [Member] | Amendment to the License Agreement [Member] | ||||
License Agreement Disclosure [Line Items] | ||||
Payable in connection with the closing of the merger agreement | $ 1,000,000 | |||
Regents of the University of California [Member] | Amendment to the License Agreement [Member] | Certain Clinical and Regulatory Milestones [Member] | ||||
License Agreement Disclosure [Line Items] | ||||
Remaining milestone payments payable | $ 375,000 |
Research Collaboration and Li_2
Research Collaboration and License Agreement - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | |
Research Collaboration And License Agreement [Line Items] | |||
Performance obligation transaction price | $ 27,000 | ||
Revenue from contract with customer excluding assessed tax | 0 | $ 3,553 | |
Based on License [Member] | |||
Research Collaboration And License Agreement [Line Items] | |||
Performance obligation transaction price | 25,600 | ||
Based on Research Activities [Member] | |||
Research Collaboration And License Agreement [Line Items] | |||
Performance obligation transaction price | 1,400 | ||
Early Development and Regulatory Milestones [Member] | |||
Research Collaboration And License Agreement [Line Items] | |||
Upfront of milestones payment | 80,000 | ||
Non Early Stage Development Milestones [Member] | Non Exercise of Co-Funding And Co-Promotion Option [Member] | |||
Research Collaboration And License Agreement [Line Items] | |||
Upfront of milestones payment | 165,000 | ||
Non Early Stage Development Milestones [Member] | Exercise of Co-Funding And Co-Promotion Option [Member] | |||
Research Collaboration And License Agreement [Line Items] | |||
Upfront of milestones payment | 70,000 | ||
Specified Sales Based Milestones [Member] | |||
Research Collaboration And License Agreement [Line Items] | |||
Upfront of milestones payment | 235,000 | ||
Pfizer [Member] | |||
Research Collaboration And License Agreement [Line Items] | |||
Upfront payment received | $ 15,000 | ||
Research and Development Agreement [Member] | |||
Research Collaboration And License Agreement [Line Items] | |||
Revenue from contract with customer excluding assessed tax | $ 0 | $ 0 |
DARPA Grant Revenue - Additiona
DARPA Grant Revenue - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Revenue Reconciling Item [Line Items] | |||
Allowable costs of reimbursable | $ 5,000 | ||
Maximum | |||
Segment Reporting Revenue Reconciling Item [Line Items] | |||
Reimbursement amount | $ 5,000 | ||
Cooperative Agreement [Member] | |||
Segment Reporting Revenue Reconciling Item [Line Items] | |||
Revenues | $ 0 | $ 3,600 | |
Reimbursable for allowable costs | $ 5,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease, payments | $ 0.1 | $ 0.1 | |
Solana Beach, California | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, cost | $ 0.1 | $ 0.1 | |
Lease term | 3 years |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Supplemental Balance Sheet Information Related to Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Operating lease right-of-use assets | $ 53 | $ 111 |
Total right-of-use assets | 53 | 111 |
Liabilities | ||
Operating lease liabilities, current | 60 | 60 |
Operating lease liabilities, non-current | 0 | 60 |
Total operating lease liabilities | $ 60 | $ 120 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Rental Payments for Operating Leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
2024 | $ 62 | |
Total remaining lease payments | 62 | |
Less: imputed interest | (2) | |
Total operating lease liabilities | 60 | $ 120 |
Less: current portion | (60) | |
Operating lease liabilities, non-current | $ 0 | $ 60 |
Weighted-average remaining lease term (in years) | 9 months 29 days | |
Weighted-average discount rate | 8% |
Employee Benefits (Additional I
Employee Benefits (Additional Information) (Detail) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan, Cost | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance | $ 64,651 | $ 56,666 | |
Net operating loss | (33,844) | (32,403) | |
Research and development credits | 100 | ||
Deferred tax assets for net operating losses | 600 | ||
Research credits | 100 | ||
Unrecognized tax benefits income tax penalties | 0 | 50,000 | |
Unrecognized tax benefits income interest | 40,000 | 62,000 | |
Unrecognized Tax Benefits | 9,817 | 8,860 | $ 8,235 |
Federal [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss | $ 122,400 | ||
Net operating loss carryforwards | 200,900 | ||
Research and development credits | 11,400 | ||
Orphan drug tax credit, carryforwards | 2,200 | ||
California [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss | 1,800 | ||
Net operating loss carryforwards | 93,800 | ||
Research and development credits | 4,800 | ||
Unrecognized Tax Benefits | $ 8,300 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets Components (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Assets, Net [Abstract] | ||
Net operating loss carryforwards | $ 46,365 | $ 42,243 |
Intangibles | 174 | 189 |
Research and development capitalization | 6,525 | 3,839 |
Accrued compensation | 2,070 | 2,282 |
Credits | 9,395 | 8,013 |
Fixed assets | 21 | 10 |
Other, net | 99 | 88 |
Right-of-use liability | 13 | 25 |
Deferred tax assets | 64,662 | 56,689 |
Deferred tax liabilities: | ||
Right-of-use asset | (11) | (23) |
Deferred tax liabilities | (11) | (23) |
Net deferred tax assets | 64,651 | 56,666 |
Valuation allowance | (64,651) | (56,666) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Tax at statutory rate | $ (7,520) | $ (4,760) |
State income taxes, net of federal benefits | 0 | (2,076) |
Change in valuation allowance | 7,990 | 7,726 |
Uncertain tax positions | 793 | 586 |
Gain on change in fair value of earn-out liability | (1) | (2,546) |
Permanent differences and other | 974 | 281 |
Transaction Costs | 6 | 244 |
Capitalized R&D | 0 | 3,381 |
LWAC net operating loss | (259) | (1,370) |
Credits | (1,983) | (1,466) |
Income tax expense (benefit) | $ 0 | $ 0 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits, Beginning balance | $ 8,860 | $ 8,235 |
Additions/(reductions) for tax positions - prior year | 117 | 0 |
Increase related to current year positions | 840 | 625 |
Unrecognized tax benefits, Ending balance | $ 9,817 | $ 8,860 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 29, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||
Number Of Common Shares Issued | 2,994,679 | 1,679,602 | |
Warrants and rights outstanding, term | 5 years | ||
Issuance of common stock, net of issuance costs | $ 6,929 | $ 3,958 | |
January 2024 Pre-Funded Warrants [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Warrant exercised | 497,834 | ||
January 2024 Common Stock Warrants [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Warrants and rights outstanding, term | 3 years 6 months | ||
January 2024 Placement Agent Warrants [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Warrants and rights outstanding, term | 3 years 6 months | ||
Registered Direct Offering [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Number Of Common Shares Issued | 338,000 | ||
Gross Proceeds from January 2024 Registered Direct Offering | $ 15,000 | ||
Issuance of common stock, net of issuance costs | 13,600 | ||
Commissions and Other Transaction Costs | $ 1,400 | ||
Registered Direct Offering [Member] | Common Stock [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Common Shares Issued, Per Share | $ 10.075 | ||
Registered Direct Offering [Member] | January 2024 Pre-Funded Warrants [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Number Of Common Shares Issued | 1,150,834 | ||
Registered Direct Offering [Member] | January 2024 Pre-Funded Warrants [Member] | Common Stock [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Common Shares Issued, Per Share | $ 10.074 | ||
Exercise Price of Warrants | $ 0.001 | ||
Purchase of Common Stock in issuance of Warrants | 1,488,834 | ||
Registered Direct Offering [Member] | January 2024 Common Stock Warrants [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Warrants Maturity Date | Jul. 29, 2027 | ||
Registered Direct Offering [Member] | January 2024 Common Stock Warrants [Member] | Common Stock [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Exercise Price of Warrants | $ 9.95 | ||
Registered Direct Offering [Member] | January 2024 Placement Agent Warrants [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Warrants Maturity Date | Jul. 29, 2027 | ||
Registered Direct Offering [Member] | January 2024 Placement Agent Warrants [Member] | Common Stock [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Exercise Price of Warrants | $ 12.5938 | ||
Purchase of Common Stock in issuance of Warrants | 104,218 | ||
H.C. Wainwright & Co., LLC [Member] | Registered Direct Offering [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Cash Fee Percentage | 7% | ||
Management Fee Percentage | 1% | ||
Payment to Private Placement Agent | $ 25,000 | ||
Legal Counsel Fees and Expenses | 50,000 | ||
Clearing Fees Related to Placement Agent | $ 15,950 | ||
H.C. Wainwright & Co., LLC [Member] | Registered Direct Offering [Member] | January 2024 Placement Agent Warrants [Member] | Common Stock [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Percentage of Warrants Issued Equal to Common Stock | 7% |