Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 05, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Terns Pharmaceuticals, Inc. | |
Entity Central Index Key | 0001831363 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 56,680,148 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-39926 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1448275 | |
Entity Address Address Line1 | 1065 East Hillsdale Blvd | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Foster City | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94404 | |
City Area Code | 650 | |
Local Phone Number | 525-5535 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | TERN | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets(Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 184,354 | $ 143,235 |
Marketable securities | 113,172 | 139,879 |
Prepaid expenses and other current assets | 2,138 | 2,071 |
Total current assets | 299,664 | 285,185 |
Property and equipment, net | 683 | 757 |
Operating lease assets | 901 | 1,047 |
Other assets | 37 | 37 |
Total assets | 301,285 | 287,026 |
Current liabilities: | ||
Accounts payable | 2,690 | 1,645 |
Accrued expenses and other current liabilities | 8,763 | 6,162 |
Current portion of operating lease liabilities | 656 | 661 |
Total current liabilities | 12,109 | 8,468 |
Taxes payable, non-current | 1,107 | 1,071 |
Operating lease liabilities, non-current | 386 | 544 |
Total liabilities | 13,602 | 10,083 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.0001 par value, 150,000,000 shares authorized at March 31, 2023 and December 31, 2022; 56,669,596 and 53,723,171 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 5 | 5 |
Additional paid-in capital | 552,040 | 520,178 |
Accumulated other comprehensive loss | (416) | (822) |
Accumulated deficit | (263,946) | (242,418) |
Total stockholders' equity | 287,683 | 276,943 |
Total liabilities and stockholders' equity | $ 301,285 | $ 287,026 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets(Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 56,669,596 | 53,723,171 |
Common stock, shares outstanding | 56,669,596 | 53,723,171 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating expenses: | ||
Research and development | $ 17,056 | $ 8,136 |
General and administrative | 7,101 | 5,689 |
Total operating expenses | 24,157 | 13,825 |
Loss from operations | (24,157) | (13,825) |
Other income: | ||
Interest income | 2,693 | 69 |
Other (expense) income, net | (4) | 4 |
Total other income, net | 2,689 | 73 |
Loss before income taxes | (21,468) | (13,752) |
Income tax expense | (60) | (21) |
Net loss | $ (21,528) | $ (13,773) |
Net loss per share, basic | $ (0.31) | $ (0.55) |
Net loss per share, diluted | $ (0.31) | $ (0.55) |
Weighted average common stock outstanding, basic | 69,778,420 | 25,269,271 |
Weighted average common stock outstanding, diluted | 69,778,420 | 25,269,271 |
Other comprehensive loss: | ||
Net loss | $ (21,528) | $ (13,773) |
Unrealized gain (loss) on available-for-sale securities, net of tax | 418 | (551) |
Foreign exchange translation adjustment, net of tax | (12) | (7) |
Comprehensive loss | $ (21,122) | $ (14,331) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional paid-in capital | Accumulated Other Comprehensive (Loss) Income | Accumulated deficit |
Balances at Dec. 31, 2021 | $ 160,303 | $ 3 | $ 342,711 | $ (338) | $ (182,073) |
Balance at Beginning of period (in shares) at Dec. 31, 2021 | 25,269,271 | ||||
Stock-based compensation expense | 2,744 | 2,744 | |||
Unrealized gain on available-for-sale securities | (551) | (551) | |||
Foreign exchange translation adjustment | (7) | (7) | |||
Net loss | (13,773) | (13,773) | |||
Balances at Mar. 31, 2022 | 148,716 | $ 3 | 345,455 | (896) | (195,846) |
Balance at end of period (in shares) at Mar. 31, 2022 | 25,269,271 | ||||
Balances at Dec. 31, 2021 | 160,303 | $ 3 | 342,711 | (338) | (182,073) |
Balance at Beginning of period (in shares) at Dec. 31, 2021 | 25,269,271 | ||||
Balances at Dec. 31, 2022 | 276,943 | $ 5 | 520,178 | (822) | (242,418) |
Balance at end of period (in shares) at Dec. 31, 2022 | 53,723,171 | ||||
Vesting of restricted stock (in shares) | 16,503 | ||||
Stock-based compensation expense | 3,938 | 3,938 | |||
Unrealized gain on available-for-sale securities | 418 | 418 | |||
Foreign exchange translation adjustment | (12) | (12) | |||
Issuance of common stock in at-the-market offering, Shares | 2,929,922 | ||||
Issuance of common stock in at-the-market offering, net of issuance costs value | 27,924 | 27,924 | |||
Net loss | (21,528) | (21,528) | |||
Balances at Mar. 31, 2023 | $ 287,683 | $ 5 | $ 552,040 | $ (416) | $ (263,946) |
Balance at end of period (in shares) at Mar. 31, 2023 | 56,669,596 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (21,528) | $ (13,773) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 3,938 | 2,744 |
Depreciation and amortization expense | 76 | 141 |
(Accretion) amortization on marketable securities | (806) | 613 |
Change in deferred taxes and uncertain tax positions | 32 | 21 |
Amortization of operating lease assets | 146 | 137 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (67) | (1,893) |
Accounts payable | 1,324 | (410) |
Accrued expenses and other current liabilities | 2,666 | (731) |
Operating lease liabilities | (163) | (149) |
Net cash used in operating activities | (14,382) | (13,300) |
Cash flows from investing activities: | ||
Purchase of property and equipment | 0 | (242) |
Purchase of investments | (23,862) | (24,434) |
Proceeds from sales and maturities of investments | 51,793 | 34,164 |
Net cash provided by investing activities | 27,931 | 9,488 |
Cash flows from financing activities: | ||
Net proceeds from issuance of common stock in at-the-market offering | 27,924 | 0 |
Payment of deferred offering costs | (344) | 0 |
Net cash provided by financing activities | 27,580 | 0 |
Effect of exchange rate changes on cash and cash equivalents | (10) | (8) |
Net increase (decrease) in cash and cash equivalents | 41,119 | (3,820) |
Cash and cash equivalents at beginning of period | 143,235 | 47,699 |
Cash and cash equivalents at end of period | 184,354 | 43,879 |
Supplemental disclosure of cash flow information: | ||
Cash paid for amounts included in the measurement of lease liabilities | 180 | 166 |
Supplemental disclosure of non-cash activities: | ||
Right-of-use assets obtained in exchange for lease liabilities | $ 0 | $ 1,513 |
Organization, Basis of Presenta
Organization, Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Organization, Basis of Presentation and Summary of Significant Accounting Policies | 1. Organization, Basis of Presentation and Summary of Significant Accounting Policies Terns Pharmaceuticals, Inc. (Terns) is a clinical-stage biopharmaceutical company developing a portfolio of small-molecule product candidates to address serious diseases including oncology, non-alcoholic steatohepatitis (NASH) and obesity. Terns was incorporated as an exempted company in the Cayman Islands in December 2016. In December 2020, the Company effected a de-registration of the Company in the Cayman Islands and a domestication in the State of Delaware (the "Domestication"), pursuant to which it became a Delaware corporation. Terns owns all of the share capital of Terns Pharmaceutical HongKong Limited (Terns Hong Kong) and Terns, Inc., a Delaware corporation (Terns U.S. Opco). Terns Hong Kong holds all of the share capital of Terns China Biotechnology Co., Ltd. (organized in Shanghai, People’s Republic of China (PRC)) (Terns China) and Terns (Suzhou) Biotechnology Co., Ltd. (organized in Suzhou, PRC) (Terns Suzhou). Basis of Presentation The accompanying condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the accounts of Terns and its wholly owned subsidiaries Terns U.S. Opco and Terns Hong Kong and its wholly owned subsidiaries Terns China and Terns Suzhou. The Company’s condensed consolidated financial statements have been prepared in conformity with U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2022 has been derived from audited consolidated financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or for any future period. At-the-Market Offering In March 2022, the Company entered into a Sales Agreement with Cowen and Company, LLC (Cowen) as sales agent, pursuant to which the Company has the ability to offer and sell, from time to time, through Cowen, shares of its common stock having an aggregate offering price of up to $ 75.0 million in an at-the-market offering. The shares are offered pursuant to the Company's shelf registration statement on Form S-3 filed with the Securities and Exchange Commission, or SEC. As of March 31, 2023, there were 7,052,550 shares of our common stock sold for aggregate net proceeds of $ 52.8 million after deducting commissions and offering expenses pursuant to this agreement. The Company sold 2,929,922 shares for aggregate net proceeds of $ 27.9 million pursuant to this agreement during the three months ended March 31, 2023 . August 2022 Financing In August 2022, the Company issued 12,250,000 shares of its common stock at a price of $ 2.42 per share and, to certain investors in lieu of common stock, pre-funded warrants to purchase 14,630,000 shares of common stock at a price of $ 2.4199 per pre-funded warrant. The purchase price per share of each pre-funded warrant represents the per share offering price for the common stock, minus the $ 0.0001 per share exercise price of such pre-funded warrant. Aggregate net proceeds were $ 60.7 million after deducting underwriting discounts and commissions and offering expenses. The pre-funded warrants were classified as a component of permanent stockholders’ equity within additional paid-in capital and were recorded at the issuance date using a relative fair value allocation method. The pre-funded warrants are equity classified because they (i) are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, (ii) are immediately exercisable, (iii) do not embody an obligation for the Company to repurchase its shares, (iv) permit the holders to receive a fixed number of shares of common stock upon exercise, (v) are indexed to the Company’s common stock and (vi) meet the equity classification criteria. In addition, such pre-funded warrants do not provide any guarantee of value or return. The Company valued the pre-funded warrants at issuance, concluding that their sales price approximated their fair value, and allocated net proceeds from the sale proportionately to the common stock and pre-funded warrants, of which $ 33.0 million was allocated to the pre-funded warrants and recorded as a component of additional paid-in capital. December 2022 Financing In December 2022, the Company entered into an Underwriting Agreement with Jefferies LLC and Cowen and Company, LLC, as representatives of the several underwriters, relating to the underwritten public offering of 10,350,000 shares of the Company's common stock at a public offering price per share of $ 7.25 . Under the terms of the Underwriting Agreement, the Company granted the underwriters an option, exercisable within 30 days from the date of the Underwriting Agreement, to purchase up to 1,552,500 additional shares of common stock, which the Underwriters exercised in full. Aggregate net proceeds were $ 80.8 million after deducting underwriting discounts and commissions and offering expenses. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to, the estimates for accruals of research and development expenses, accrual of research contract costs, unrecognized tax benefits, fair value of common stock and stock option valuations. On an ongoing basis, the Company evaluates its estimates and judgments, using historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. Actual results could materially differ from those estimates. Unaudited Interim Financial Information These unaudited condensed consolidated financial statements include all adjustments necessary, consisting of only normal recurring adjustments, to fairly state the financial position and the results of the Company’s operations and cash flows for interim periods in accordance with U.S. GAAP. Interim period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K (“Annual Report”) for the fiscal year ended December 31, 2022, as filed with the SEC on March 27, 2023. There have been no significant changes to the Company's significant accounting policies described in Note 1, Organization, Basis of Presentation and Summary of Significant Accounting Policies, in Notes to Consolidated Financial Statements in Item 8 of Part II of the Form 10-K for the fiscal year ended December 31, 2022. Cash, Cash Equivalents and Marketable Securities Cash and cash equivalents consist of standard checking accounts and money market funds. The Company considers all highly liquid investments with an original maturity of 90 days or less at the date of purchase to be cash equivalents. The Company classifies as available-for-sale marketable securities with a remaining maturity when purchased of greater than three months. The Company’s marketable securities are maintained by investment managers and consist of U.S. government and non-U.S. government securities, corporate debt securities and commercial paper. Debt securities are carried at fair value with the unrealized gains and losses included in other comprehensive loss as a component of stockholders’ equity until realized. Any premium arising at purchase is amortized to the earliest call date and any discount arising at purchase is accreted to maturity. Amortization and accretion of premiums and discounts are recorded in interest income and/or expense. The Company assesses its available-for-sale debt securities for impairment as of each reporting date in order to determine if a portion of any decline in fair value below carrying value is the result of a credit loss. The Company records credit losses in the consolidated statements of operations and comprehensive loss as credit loss expense within other income (expense), net, which is limited to the difference between the fair value and the amortized cost of the security. To date, the Company has not recorded any credit losses on its available-for-sale debt securities. Interest receivable related to the Company's available-for-sale debt securities is presented as marketable securities on the Company's condensed consolidated balance sheets. The Company writes off interest receivable once it has determined that the asset is not realizable. To date, the Company has not written off any interest receivables associated with its marketable securities. Operating Leases and Rent Expense At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, upon lease commencement, the Company records a lease liability which represents the Company’s obligation to make lease payments arising from the lease, and a corresponding right-of-use (“ROU”) asset which represents the Company’s right to use an underlying asset during the lease term. Operating lease right-of-use assets and liabilities are recognized on the balance sheet at the lease commencement date based on the present value of the future minimum lease payments over the lease term. In determining the net present value of the lease payments, the Company uses its incremental borrowing rate applicable to the underlying asset unless the implicit rate is readily determinable. Any lease incentives received are deferred and recorded as a reduction of the ROU asset and amortized over the term of the lease. The Company does not separate lease and non-lease components and instead treats them as a single component. Rent expense, comprised of amortization of the ROU asset and the implicit interest accreted on the operating lease liability, is recognized on a straight-line basis over the lease term. The Company determines the lease term as the noncancellable period of the lease and may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. The Company elected to not apply the recognition requirements of the new leasing standard to short term leases with terms of 12 months or less. As a result, leases with a term of 12 months or less are not recognized on the balance sheet. Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred to discover, research and develop drug candidates, including personnel expenses, stock-based compensation expense, allocated facility-related and depreciation expenses, third-party license fees and external costs, including fees paid to consultants and contract research organizations, or CROs, in connection with nonclinical studies and clinical trials and other related clinical trial fees, such as for investigator grants, patient screening, laboratory work, clinical trial database management, clinical trial material management and statistical compilation and analysis. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are recorded as prepaid expenses. Such amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered, or the services rendered. Costs incurred in obtaining technology licenses are charged immediately to research and development expense if the technology licensed has not reached technological feasibility and has no alternative future uses. The Company has from time to time entered into various research and development and other agreements with commercial firms, researchers, universities and others for provisions of goods and services. These agreements are generally cancelable, and the related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research and development costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ materially from the Company’s estimates. Since inception, the Company’s historical accrual estimates have not been materially different from the actual costs. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities included the following: (in thousands) March 31, 2023 December 31, 2022 Research and development costs $ 5,924 $ 1,209 Compensation and benefit costs 832 3,843 Accrued professional fees 1,644 925 Other 363 185 Total accrued expenses and other current liabilities $ 8,763 $ 6,162 Income Taxes The provision for income taxes primarily relates to projected federal, state and foreign income taxes. To determine the quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is generally based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates. In addition, the tax effects of certain significant or unusual items are recognized discretely in the quarter during which they occur and can be a source of variability in the effective tax rates from quarter to quarter. Income taxes are computed using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements. In estimating future tax consequences, the Company considers all expected future events including the enactment of changes in tax laws or rates. A valuation allowance is recorded, if necessary, to reduce net deferred tax assets to their realizable values if management does not believe it is more likely than not that the net deferred tax assets will 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, and ongoing prudent and feasible tax planning strategies in assessing the amount of the valuation allowance. When the Company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes will increase or decrease, respectively, in the period such determination is made. The Company assesses accounting for uncertainty in income taxes by modeling for the recognition, measurement and disclosure in financial statements any uncertain income tax positions that the Company has taken or expects to take on a tax return. As of each balance sheet date, unresolved uncertain tax positions are reassessed. The Company accrues interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. The Company includes interest and penalties related to unrecognized tax benefits within the provision for income taxes. The Company recorded income tax expense for the three months ended March 31, 2023 and 2022 of less than $ 0.1 million. The expenses are primarily related to foreign income tax expenses from China. Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Stock-Based Compensation Stock-based compensation expense, including grants of stock options and restricted stock awards issued under the Company’s equity incentive plan and rights to acquire stock granted under the Company’s employee stock purchase plan (ESPP), is measured at the grant date based on the fair value of the awards and is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. The Company’s determination of the fair value of stock options with time-based vesting and rights to acquire stock under the ESPP utilizes the Black-Scholes option-pricing model. The Company lacks sufficient company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The Company estimates risk-free rates using the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term and dividend yield using the Company’s expectations and historical data. The Company uses the simplified method to calculate the expected term of stock option grants as the Company has limited historical information from which to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. Under the simplified method, the expected term is estimated to be the mid-point between the vesting date and the contractual term of the option. The fair value of each stock option grant and right to acquire stock under the ESPP is calculated based upon the Company’s common stock valuation on the date of the grant. The Company accounts for forfeitures of stock option grants as they occur. Net Loss Per Share of Common Stock The Company follows the two-class method when computing net income (loss) per share of common stock as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share of common stock for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net income (loss) per share of common stock is computed by dividing the net income (loss) per share of common stock by the weighted average number of shares of common stock outstanding for the period. The weighted-average shares of common stock outstanding as of March 31, 2023 included pre-funded warrants to purchase up to an aggregate of 14,630,000 shares of common stock that were issued in connection with the August 2022 Financing. Diluted net income (loss) per share of common stock is computed by adjusting net income (loss) to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share of common stock is computed by dividing the diluted net loss by the weighted average number of shares of common stock outstanding for the period, including potential dilutive shares. For purposes of this calculation, outstanding stock options and convertible preferred stock are considered potential dilutive shares. The Company’s convertible preferred stock outstanding prior to the IPO contractually entitled the holders of such shares to participate in dividends but did not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reported a net loss, such losses were not allocated to such securities. The Company reported a net loss for the three months ended March 31, 2023 and 2022. In periods in which the Company reported a net loss, diluted net loss per share of common stock was the same as basic net loss per share of common stock, since dilutive shares were not assumed to have been issued if their effect is anti-dilutive. The Company excluded the following potential shares of common stock, presented based on amounts outstanding at each period end, from the computation of diluted net loss attributable to common stockholders per share of common stock for the periods indicated because including them would have had an anti-dilutive effect: March 31, 2023 2022 Options to purchase common stock 7,729,844 4,308,952 Unvested restricted stock units 388,103 74,830 Shares issuable under employee stock purchase plan 106,308 59,247 Total 8,224,255 4,443,029 Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction to the carrying value of stockholders’ equity as a reduction of additional paid-in capital or equity generated as a result of such offering. Should an in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive loss. Commitments and Contingencies From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of business. The Company accrues a liability for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. For all periods presented, the Company was not a party to any pending material litigation or other material legal proceedings. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies. The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, as amended (JOBS Act). Under the JOBS Act, emerging growth companies have extended transition periods available for complying with new or revised accounting standards. The Company has elected to use this exemption to delay adopting new or revised accounting standards until such time as those standards apply to private companies. Where allowable, the Company has early adopted certain standards as described below. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. For non-public entities, ASU 2016-13 is effective for annual reporting periods, and interim periods within those fiscal years, beginning after December 15, 2022. Under the JOBS Act, emerging growth companies have extended transition periods available for complying with new or revised accounting standards. The Company adopted the new standard on January 1, 2023 on a prospective basis and the adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted There are no recently issued accounting pronouncements that are expected to have a material effect on our financial condition, results of operations or cash flows. |
Cash Equivalents and Marketable
Cash Equivalents and Marketable Securities | 3 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash Equivalents and Marketable Securities | Cash Equivalents and Marketable Securities The amortized cost and fair value of cash equivalents and marketable securities by major security type is as follows: March 31, 2023 (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 169,405 $ — $ — $ 169,405 U.S. government securities 39,282 5 ( 85 ) 39,202 Corporate debt securities 14,236 — ( 19 ) 14,217 Commercial paper 59,750 3 — 59,753 Total $ 282,673 $ 8 $ ( 104 ) $ 282,577 Classified as: Cash equivalents $ 169,405 Marketable securities 113,172 Total $ 282,577 December 31, 2022 (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 23,029 $ — $ — $ 23,029 U.S. government securities 44,555 31 ( 383 ) 44,203 Non-U.S. government securities 3,024 — ( 16 ) 3,008 Corporate debt securities 36,411 — ( 146 ) 36,265 Commercial paper 56,403 — — 56,403 Total $ 163,422 $ 31 $ ( 545 ) $ 162,908 Classified as: Cash equivalents $ 23,029 Marketable securities 139,879 Total $ 162,908 The aggregate fair value of the Company’s available-for-sale marketable securities that have been in a continuous unrealized loss position for less than twelve months or twelve months or longer is as follows: March 31, 2023 Less than 12 months 12 months or longer Total (in thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. government securities $ 21,399 $ ( 7 ) $ 14,926 $ ( 78 ) $ 36,325 $ ( 85 ) Corporate debt securities 14,217 ( 19 ) — — 14,217 ( 19 ) Total $ 35,616 $ ( 26 ) $ 14,926 $ ( 78 ) $ 50,542 $ ( 104 ) December 31, 2022 Less than 12 months 12 months or longer Total (in thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. government securities $ — $ — $ 29,704 $ ( 384 ) $ 29,704 $ ( 384 ) Non-U.S. government securities — — 3,008 ( 15 ) 3,008 ( 15 ) Corporate debt securities 22,717 ( 108 ) 10,530 ( 38 ) 33,247 ( 146 ) Total $ 22,717 $ ( 108 ) $ 43,242 $ ( 437 ) $ 65,959 $ ( 545 ) At March 31, 2023, the Company had 10 available-for-sale marketable securities in an unrealized loss position without an allowance for credit losses. The Company does not intend to sell these securities and the Company believes it is more likely than not that marketable securities in an unrealized loss position will be held until maturity and that the Company will not be required to sell these securities before recovery of their amortized cost basis. The Company believes that an allowance for credit losses is unnecessary as the securities are of high credit quality and the decline in fair value is due to market conditions and/or changes in interest rates. |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value | . Fair Value Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three levels of inputs that may be used to measure fair value are defined below: • Level 1—Quoted prices in active markets for identical assets or liabilities at the measurement date. • Level 2—Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of the Company’s other assets, accounts payable and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities. The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis: Fair Value at March 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Cash and cash equivalents Cash in bank balances $ 14,949 $ — $ — $ 14,949 Money market funds 169,405 — — 169,405 Total cash and cash equivalents $ 184,354 $ — $ — $ 184,354 Marketable securities U.S. government securities $ — $ 39,202 $ — $ 39,202 Corporate debt securities — 14,217 — 14,217 Commercial paper — 59,753 — 59,753 Total marketable securities $ — $ 113,172 $ — $ 113,172 Fair Value at December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Cash and cash equivalents Cash in bank balances $ 120,206 $ — $ — $ 120,206 Money market funds 23,029 — — 23,029 Total cash and equivalents $ 143,235 $ — $ — $ 143,235 Marketable securities U.S. government securities $ — $ 44,203 $ — $ 44,203 Non-U.S. government securities — 3,008 — 3,008 Corporate debt securities — 36,265 — 36,265 Commercial paper — 56,403 — 56,403 Total marketable securities $ — $ 139,879 $ — $ 139,879 The aggregate amortized cost and fair value of marketable securities as of March 31, 2023, by contractual maturity, are as follows: (in thousands) Amortized Cost Fair Value Due in one year or less $ 113,268 $ 113,172 Due after one year through two years — — Total marketable securities $ 113,268 $ 113,172 There were no transfers between Level 1, Level 2 and Level 3 during the periods presented. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | . Leases In March 2019, the Company entered into a lease agreement for office space in Foster City, California which expires October 2024. The Company has the option to extend the lease agreement for a period of five years . Additionally, the Company leases office space in Shanghai and Suzhou China. Components of lease cost are as follows: Three Months Ended March 31, (in thousands) 2023 2022 Operating lease cost $ 159 $ 154 Short-term cost 3 15 Total lease cost $ 162 $ 169 Weighted-average remaining lease term 1.54 Weighted-average discount rate 6.00 % The Company's future minimum lease payments are as follows: (in thousands) Operating Leases 2023 $ 535 2024 559 2025 and thereafter — Total lease payments 1,094 Less: Imputed interest ( 52 ) Present value of lease liabilities 1,042 Less: Current portion of lease liabilities ( 656 ) Total lease liabilities, non-current $ 386 |
Common Stock and Stock-Based Co
Common Stock and Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Common Stock and Stock-Based Compensation | . Common Stock and Stock-Based Compensation The Company is authorized to issue 150,000,000 shares of common stock and 10,000,000 shares of preferred stock. All classes of stock have a par value of $ 0.0001 . There were no shares of preferred stock outstanding as of March 31, 2023 and December 31, 2022. T he Company had reserved shares of common stock for issuance in connection with the following: March 31, 2023 December 31, 2022 Options outstanding under incentive award plans 7,729,844 4,823,928 Unvested restricted stock units 388,103 128,280 Shares available for future grant under incentive award plans 611,278 1,107,362 Shares available for future grant under employee stock purchase plans 861,151 323,920 Shares available for future grant under employment inducement award plans 1,310,000 1,310,000 Pre-funded warrants 14,630,000 14,630,000 Total shares reserved 25,530,376 22,323,490 Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends , if any, as may be declared by the Company’s board of directors, subject to the preferential dividend rights of the convertible preferred stock. Through March 31, 2023 , no cash dividends have been declared or paid by the Company. Stock-Based Compensation Plans The Company has three stock-based compensation plans, the 2017 Incentive Award Plan (the “2017 Plan”), the 2021 Incentive Award Plan (the “2021 Plan”) and the 2022 Employment Inducement Award Plan (the “2022 Inducement Plan”). Although awards made under the 2017 Plan continue to be governed by its terms, the 2017 Plan was terminated at the time of our IPO and no further awards are made under this plan. The 2021 Plan, while effective, authorizes the granting of equity awards to employees and directors of the Company, as well as non-employee consultants. The 2022 Inducement Plan authorizes the granting of equity awards to newly hired employees of the Company. 2021 Incentive Award Plan In January 2021, the Company's board of directors approved the 2021 Plan which permits the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance bonus awards, performance stock unit awards and other stock awards to employees, directors, officers and consultants. In February 2021, 2,400,007 shares were authorized for issuance under the 2021 Plan, which shall be cumulatively increased on the first day of each year beginning in 2022 and ending in 2031 equal to the lesser of (i) the amount equal to 5 % of the number of shares issued and outstanding on the last day of the immediately preceding fiscal year or (ii) such lower number of shares as may be determined by the Company’s board of directors. The 2021 Plan is the successor to the 2017 Incentive Award Plan and no additional awards may be issued from the 2017 Plan. However, the 2017 Plan will continue to govern the terms and conditions of the outstanding awards granted under this plan. Shares of common stock subject to awards granted under the 2017 Plan that are forfeited or lapse unexercised and which following the effective date of the 2021 Plan are not issued under the 2017 Plan will be available for issuance under the 2021 Plan. The number of authorized shares reserved for issuance under the 2021 Plan was increased by 2,686,158 shares effective as of January 1, 2023. As of March 31, 2023, 611,278 shares of the Company’s common stock were available for future grants under the 2021 Plan. 2021 Employee Stock Purchase Plan The 2021 Employee Stock Purchase Plan (the “2021 ESPP”) was approved by the Company’s board of directors in January 2021. In February 2021, a total of 240,000 shares were initially reserved for issuance under this plan, which shall be cumulatively increased on the first day of each year beginning in 2022 and ending in 2031 equal to the lesser of (i) 1 % of the shares outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (ii) such number of shares as may be determined by the Company’s board of directors . The number of authorized shares reserved for issuance under the 2021 ESPP was increased by 537,231 shares effective as of January 1, 2023. As of March 31, 2023, 861,151 shares of the Company’s common stock were available for future grants under the 2021 ESPP. Under the ESPP, eligible employees may select a rate of payroll deduction up to 15 % of their eligible compensation subject to certain maximum purchase limitations. The duration for each offering period is 12 months and is divided into two purchase periods of approximately six months in length. Offerings are concurrent. The purchase price of the shares under the offering is the lesser of 85 % of the fair market value of the shares on the offering date or 85 % of the fair market value of the shares on the purchase date. A one-year look-back feature in the ESPP causes the offering period to automatically reset if the fair value of the Company’s common stock on the last day of the purchase period is less than that on the original offering date. ESPP purchases by employees are settled with newly-issued common stock from the ESPP’s previously authorized and available pool of shares. As of March 31, 2023, there was $ 0.2 million of unrecognized stock-based compensation expense related to unvested employee stock purchases. The unrecognized stock-based compensation expense is estimated to be recognized over a period of 1.46 years as of March 31, 2023. There were no shares purchased by employees under the ESPP during the three months ended March 31, 2023 and 2022. 2022 Employment Inducement Award Plan In September 2022, the Company's compensation committee approved the 2022 Employment Inducement Award Plan (the "2022 Inducement Plan"), which authorized 1,400,000 shares of common stock to be issued and permits the granting of nonqualified stock options, stock appreciation rights, restricted stock awards and restricted stock unit awards to newly hired employees and officers. As of March 31, 2023, 1,310,000 shares of the Company's common stock were available for future grants under the 2022 Inducement Plan. Pre-Funded Warrants In connection with the August 2022 Financing, the Company sold pre-funded warrants to purchase 14,630,000 shares of common stock at a price of $ 2.4199 per pre-funded warrant. The purchase price per share of each pre-funded warrant represents the per share offering price for the common stock, minus the $ 0.0001 per share exercise price of such pre-funded warrant. No pre-funded warrants have been exercised as of March 31, 2023. Stock Options Stock options granted to employees and nonemployees under the plans generally vest over four years and allow the holder of the option to purchase common stock at a stated exercise price. Options granted under the plans generally expire ten years after the date of grant. The Company recognizes the stock-based compensation expense over the requisite service period of the individual grantees, which generally equals the vesting period. The following table summarizes the stock option activity for all stock plans during the three months ended March 31, 2023: Number Weighted- Weighted- Aggregate (in years) (in thousands) Outstanding as of December 31, 2022 4,823,928 $ 8.22 8.46 $ 11,721 Granted 2,912,500 9.07 Forfeited ( 6,584 ) 9.74 Outstanding as of March 31, 2023 7,729,844 $ 8.54 8.83 $ 26,761 Exercisable, March 31, 2023 2,812,216 $ 8.98 7.82 $ 8,761 Vested and expected to vest, March 31, 2023 7,729,844 $ 8.54 8.83 $ 26,761 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. As of March 31, 2023, there was $ 35.3 million of unrecognized stock-based compensation expense related to unvested stock options which is estimated to be recognized over a period of 2.78 years. Restricted Stock Units Restricted stock units ("RSUs") granted to employees under the plans generally vest over four years. The number of shares issued on the date the RSUs vest is net of the minimum statutory tax withholdings, which are paid in cash to the appropriate taxing authorities on behalf of the Company’s employees. The Company recognizes the stock-based compensation expense over the requisite service period of the individual grantees, which generally equals the vesting period. The following table summarizes the RSU activity for all stock plans during the three months ended March 31, 2023: Number Weighted Average Grant-Date Unvested restricted stock units as of December 31, 2022 128,280 $ 4.09 Granted 276,326 10.27 Vested ( 16,503 ) 3.67 Unvested restricted stock units as of March 31, 2023 388,103 $ 8.51 As of March 31, 2023, there was $ 3.1 million of unrecognized stock-based compensation expense related to restricted stock units which is estimated to be recognized over a period of 3.68 years. Stock-Based Compensation Expense The Company estimated the fair value of options granted and rights to acquire stock granted under the Company’s employee stock purchase plan using a Black-Scholes option pricing model with the following assumptions presented on a weighted average basis: Three Months Ended March 31, 2023 2022 Stock Option Plans Expected term (years) 6.08 6.08 Expected volatility 73.44 % 73.51 % Risk-free interest rate 3.49 % 1.63 % Fair value of underlying common stock $ 9.07 $ 5.78 Weighted average grant-date fair value per share $ 6.10 $ 3.78 Stock-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended March 31, (in thousands) 2023 2022 Research and development expense $ 1,348 $ 770 General and administrative expense 2,590 1,974 Total stock-based compensation expense $ 3,938 $ 2,744 |
Assignment, License and Collabo
Assignment, License and Collaboration Agreements | 3 Months Ended |
Mar. 31, 2023 | |
Assignment License And Collaboration Agreements [Abstract] | |
Assignment, License and Collaboration Agreements | . Assignment, License and Collaboration Agreements TERN-101 License Agreement with Eli Lilly In February 2018, the Company entered into a worldwide exclusive license agreement with Eli Lilly and Company (Lilly) (Lilly FXR 2018 License Agreement). Under the terms of the Lilly FXR 2018 License Agreement, Lilly granted the Company an exclusive, royalty-bearing license to make, have made, use, offer for sale, sell, import, and have imported, including all rights to develop, manufacture, and commercialize covered products in the field in the territory and a sublicensing right that allows the Company to grant sublicenses to affiliates and third parties to perform any portion of the development, manufacture, and commercialization of covered products. The Company is required to use commercially reasonable efforts to meet development event milestones, develop the covered product in the field in mainland China and commercialize the covered product in the field in mainland China. The Company agreed to pay Lilly up to an aggregate of $ 6.0 million in pre-specified development milestones for the first covered product in mainland China, and up to an aggregate of $ 50.0 million in pre-specified development milestones for the first covered product in ex-mainland China. The Company also agreed to pay Lilly tiered royalties calculated on a calendar year basis, in the mid-single digits to low teens on net sales ranging from the low hundreds of millions of dollars to the low billions of dollars. The Lilly FXR 2018 License Agreement expires upon expiry of the last remaining royalty obligation for a licensed product. As of March 31, 2023 , the Company has no t paid any amounts under the agreement and no milestones have been achieved. The Company has no t recorded any research and development expense during the three months ended March 31, 2023 and 2022 related to this agreement. Assignment Agreement In June 2019, the Company entered into an assignment agreement with Vintagence Biotechnology Ltd. (Vintagence) (Vintagence 2019 Assignment Agreement). Under the terms of the Vintagence 2019 Assignment Agreement, Vintagence assigned and agreed to assign to the Company any and all worldwide rights, title, and interest in and to the Vintagence technology and gave Terns a sublicensing right that allows the Company to grant sublicenses to any of its affiliates and/or to licensees or contractors to perform any portion of the development, manufacture, and/or commercialization of covered compounds or covered products. The Company will remain directly responsible for all amounts owed to Vintagence under this agreement, regardless of sublicenses. The Company is required to use commercially reasonable efforts to commercialize the covered product in the field in the major markets. The Company paid Vintagence a non-refundable, non-creditable upfront payment of $ 0.7 million, which was recorded as research and development expense in the Company’s statements of operations and comprehensive loss for the year ended December 31, 2019. In addition, pursuant to the terms of the Vintagence 2019 Assignment Agreement, the Company agreed to pay Vintagence up to CNY 205.0 million in development milestones for the first covered product. The term of the Vintagence 2019 Assignment Agreement will continue in effect on a country-by-country basis until all milestone payments are made. The Company has the right to terminate the agreement in its entirety or on a covered product-by-covered product and country-by-country basis, in its sole discretion by giving 60 days advance written notice to Vintagence. As of March 31, 2023 , the Company has paid $ 4.4 million to Vintagence which includes a milestone payment of $ 1.5 million in connection with the Company’s IND filing for TERN-501 in December 2020 and a milestone payment of $ 2.2 million in connection with the initiation of dosing in the Phase 2a DUET trial in July 2022. The Company has not recognized any research and development expense during the three months ended March 31, 2023 and 2022 related to this agreement. Hansoh Option and License Agreement In July 2020, the Company entered into an exclusive option and license agreement with Hansoh (Shanghai) Healthtech Co., Ltd. (Hansoh Healthtech) and Jiangsu Hansoh Pharmaceutical Group Company Ltd. (Jiangsu Hansoh) (collectively, Hansoh) (Hansoh 2020 Option and License Agreement). Under the terms of the Hansoh 2020 Option and License Agreement, the Company granted Hansoh an exclusive, non-transferable, non-sublicensable, fully-paid, royalty-free license to conduct preliminary studies on the licensed compound (TERN-701, formerly known as TRN-000632) with an option to exclusively license the same for development and commercialization of licensed products in all prophylactic, palliative, therapeutic and/or diagnostic uses in connection with all human diseases and disorders (including development and research activities on animal models thereof) in the field of oncology, including all types of cancers (Field) in mainland China, Taiwan, Hong Kong and Macau (collectively, the Territory). In November 2021, Hansoh exercised its option and was granted an exclusive, royalty-bearing license, with the right to sublicense to exploit licensed compound and licensed products in the Field and in the Territory. Under the Hansoh 2020 Option and License Agreement, Hansoh was required to pay the Company a refundable, non-creditable upfront payment. The Company received an upfront payment of $ 0.8 million during the year ended December 31, 2020, which was recognized as a refund liability and presented within accrued expenses and other current liabilities on the consolidated balance sheets as of December 31, 2020. In connection with Hansoh’s exercise of its option in November 2021, the Company recognized $ 1.0 million in license fee revenue within the consolidated statements of operations and comprehensive loss during the year ended December 31, 2021. In addition, pursuant to the Hansoh 2020 Option and License Agreement, Hansoh has agreed to pay the Company up to $ 67.0 million in pre-specified clinical, regulatory and sales milestones. Hansoh must also pay the Company royalties in the mid-single digits based on net sales of all licensed products. The term of the Hansoh 2020 Option and License Agreement will continue until the end of the last-to-expire royalty term. As of March 31, 2023 , no milestones have been met and future payments are all constrained. |
Organization, Basis of Presen_2
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the accounts of Terns and its wholly owned subsidiaries Terns U.S. Opco and Terns Hong Kong and its wholly owned subsidiaries Terns China and Terns Suzhou. The Company’s condensed consolidated financial statements have been prepared in conformity with U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2022 has been derived from audited consolidated financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or for any future period. |
At-the-Market Offering | At-the-Market Offering In March 2022, the Company entered into a Sales Agreement with Cowen and Company, LLC (Cowen) as sales agent, pursuant to which the Company has the ability to offer and sell, from time to time, through Cowen, shares of its common stock having an aggregate offering price of up to $ 75.0 million in an at-the-market offering. The shares are offered pursuant to the Company's shelf registration statement on Form S-3 filed with the Securities and Exchange Commission, or SEC. As of March 31, 2023, there were 7,052,550 shares of our common stock sold for aggregate net proceeds of $ 52.8 million after deducting commissions and offering expenses pursuant to this agreement. The Company sold 2,929,922 shares for aggregate net proceeds of $ 27.9 million pursuant to this agreement during the three months ended March 31, 2023 . |
August 2022 Financing | August 2022 Financing In August 2022, the Company issued 12,250,000 shares of its common stock at a price of $ 2.42 per share and, to certain investors in lieu of common stock, pre-funded warrants to purchase 14,630,000 shares of common stock at a price of $ 2.4199 per pre-funded warrant. The purchase price per share of each pre-funded warrant represents the per share offering price for the common stock, minus the $ 0.0001 per share exercise price of such pre-funded warrant. Aggregate net proceeds were $ 60.7 million after deducting underwriting discounts and commissions and offering expenses. The pre-funded warrants were classified as a component of permanent stockholders’ equity within additional paid-in capital and were recorded at the issuance date using a relative fair value allocation method. The pre-funded warrants are equity classified because they (i) are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, (ii) are immediately exercisable, (iii) do not embody an obligation for the Company to repurchase its shares, (iv) permit the holders to receive a fixed number of shares of common stock upon exercise, (v) are indexed to the Company’s common stock and (vi) meet the equity classification criteria. In addition, such pre-funded warrants do not provide any guarantee of value or return. The Company valued the pre-funded warrants at issuance, concluding that their sales price approximated their fair value, and allocated net proceeds from the sale proportionately to the common stock and pre-funded warrants, of which $ 33.0 million was allocated to the pre-funded warrants and recorded as a component of additional paid-in capital. |
December 2022 Financing | December 2022 Financing In December 2022, the Company entered into an Underwriting Agreement with Jefferies LLC and Cowen and Company, LLC, as representatives of the several underwriters, relating to the underwritten public offering of 10,350,000 shares of the Company's common stock at a public offering price per share of $ 7.25 . Under the terms of the Underwriting Agreement, the Company granted the underwriters an option, exercisable within 30 days from the date of the Underwriting Agreement, to purchase up to 1,552,500 additional shares of common stock, which the Underwriters exercised in full. Aggregate net proceeds were $ 80.8 million after deducting underwriting discounts and commissions and offering expenses. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to, the estimates for accruals of research and development expenses, accrual of research contract costs, unrecognized tax benefits, fair value of common stock and stock option valuations. On an ongoing basis, the Company evaluates its estimates and judgments, using historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. Actual results could materially differ from those estimates. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information These unaudited condensed consolidated financial statements include all adjustments necessary, consisting of only normal recurring adjustments, to fairly state the financial position and the results of the Company’s operations and cash flows for interim periods in accordance with U.S. GAAP. Interim period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K (“Annual Report”) for the fiscal year ended December 31, 2022, as filed with the SEC on March 27, 2023. There have been no significant changes to the Company's significant accounting policies described in Note 1, Organization, Basis of Presentation and Summary of Significant Accounting Policies, in Notes to Consolidated Financial Statements in Item 8 of Part II of the Form 10-K for the fiscal year ended December 31, 2022. |
Cash, Cash Equivalents and Marketable Securities | Cash, Cash Equivalents and Marketable Securities Cash and cash equivalents consist of standard checking accounts and money market funds. The Company considers all highly liquid investments with an original maturity of 90 days or less at the date of purchase to be cash equivalents. The Company classifies as available-for-sale marketable securities with a remaining maturity when purchased of greater than three months. The Company’s marketable securities are maintained by investment managers and consist of U.S. government and non-U.S. government securities, corporate debt securities and commercial paper. Debt securities are carried at fair value with the unrealized gains and losses included in other comprehensive loss as a component of stockholders’ equity until realized. Any premium arising at purchase is amortized to the earliest call date and any discount arising at purchase is accreted to maturity. Amortization and accretion of premiums and discounts are recorded in interest income and/or expense. The Company assesses its available-for-sale debt securities for impairment as of each reporting date in order to determine if a portion of any decline in fair value below carrying value is the result of a credit loss. The Company records credit losses in the consolidated statements of operations and comprehensive loss as credit loss expense within other income (expense), net, which is limited to the difference between the fair value and the amortized cost of the security. To date, the Company has not recorded any credit losses on its available-for-sale debt securities. Interest receivable related to the Company's available-for-sale debt securities is presented as marketable securities on the Company's condensed consolidated balance sheets. The Company writes off interest receivable once it has determined that the asset is not realizable. To date, the Company has not written off any interest receivables associated with its marketable securities. |
Operating Leases and Rent Expense | Operating Leases and Rent Expense At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, upon lease commencement, the Company records a lease liability which represents the Company’s obligation to make lease payments arising from the lease, and a corresponding right-of-use (“ROU”) asset which represents the Company’s right to use an underlying asset during the lease term. Operating lease right-of-use assets and liabilities are recognized on the balance sheet at the lease commencement date based on the present value of the future minimum lease payments over the lease term. In determining the net present value of the lease payments, the Company uses its incremental borrowing rate applicable to the underlying asset unless the implicit rate is readily determinable. Any lease incentives received are deferred and recorded as a reduction of the ROU asset and amortized over the term of the lease. The Company does not separate lease and non-lease components and instead treats them as a single component. Rent expense, comprised of amortization of the ROU asset and the implicit interest accreted on the operating lease liability, is recognized on a straight-line basis over the lease term. The Company determines the lease term as the noncancellable period of the lease and may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. The Company elected to not apply the recognition requirements of the new leasing standard to short term leases with terms of 12 months or less. As a result, leases with a term of 12 months or less are not recognized on the balance sheet. |
Research and Development Expenses | Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred to discover, research and develop drug candidates, including personnel expenses, stock-based compensation expense, allocated facility-related and depreciation expenses, third-party license fees and external costs, including fees paid to consultants and contract research organizations, or CROs, in connection with nonclinical studies and clinical trials and other related clinical trial fees, such as for investigator grants, patient screening, laboratory work, clinical trial database management, clinical trial material management and statistical compilation and analysis. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are recorded as prepaid expenses. Such amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered, or the services rendered. Costs incurred in obtaining technology licenses are charged immediately to research and development expense if the technology licensed has not reached technological feasibility and has no alternative future uses. The Company has from time to time entered into various research and development and other agreements with commercial firms, researchers, universities and others for provisions of goods and services. These agreements are generally cancelable, and the related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research and development costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ materially from the Company’s estimates. Since inception, the Company’s historical accrual estimates have not been materially different from the actual costs. |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities included the following: (in thousands) March 31, 2023 December 31, 2022 Research and development costs $ 5,924 $ 1,209 Compensation and benefit costs 832 3,843 Accrued professional fees 1,644 925 Other 363 185 Total accrued expenses and other current liabilities $ 8,763 $ 6,162 |
Income Taxes | Income Taxes The provision for income taxes primarily relates to projected federal, state and foreign income taxes. To determine the quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is generally based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates. In addition, the tax effects of certain significant or unusual items are recognized discretely in the quarter during which they occur and can be a source of variability in the effective tax rates from quarter to quarter. Income taxes are computed using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements. In estimating future tax consequences, the Company considers all expected future events including the enactment of changes in tax laws or rates. A valuation allowance is recorded, if necessary, to reduce net deferred tax assets to their realizable values if management does not believe it is more likely than not that the net deferred tax assets will 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, and ongoing prudent and feasible tax planning strategies in assessing the amount of the valuation allowance. When the Company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes will increase or decrease, respectively, in the period such determination is made. The Company assesses accounting for uncertainty in income taxes by modeling for the recognition, measurement and disclosure in financial statements any uncertain income tax positions that the Company has taken or expects to take on a tax return. As of each balance sheet date, unresolved uncertain tax positions are reassessed. The Company accrues interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. The Company includes interest and penalties related to unrecognized tax benefits within the provision for income taxes. The Company recorded income tax expense for the three months ended March 31, 2023 and 2022 of less than $ 0.1 million. The expenses are primarily related to foreign income tax expenses from China. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense, including grants of stock options and restricted stock awards issued under the Company’s equity incentive plan and rights to acquire stock granted under the Company’s employee stock purchase plan (ESPP), is measured at the grant date based on the fair value of the awards and is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. The Company’s determination of the fair value of stock options with time-based vesting and rights to acquire stock under the ESPP utilizes the Black-Scholes option-pricing model. The Company lacks sufficient company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The Company estimates risk-free rates using the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term and dividend yield using the Company’s expectations and historical data. The Company uses the simplified method to calculate the expected term of stock option grants as the Company has limited historical information from which to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. Under the simplified method, the expected term is estimated to be the mid-point between the vesting date and the contractual term of the option. The fair value of each stock option grant and right to acquire stock under the ESPP is calculated based upon the Company’s common stock valuation on the date of the grant. The Company accounts for forfeitures of stock option grants as they occur. |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock The Company follows the two-class method when computing net income (loss) per share of common stock as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share of common stock for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net income (loss) per share of common stock is computed by dividing the net income (loss) per share of common stock by the weighted average number of shares of common stock outstanding for the period. The weighted-average shares of common stock outstanding as of March 31, 2023 included pre-funded warrants to purchase up to an aggregate of 14,630,000 shares of common stock that were issued in connection with the August 2022 Financing. Diluted net income (loss) per share of common stock is computed by adjusting net income (loss) to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share of common stock is computed by dividing the diluted net loss by the weighted average number of shares of common stock outstanding for the period, including potential dilutive shares. For purposes of this calculation, outstanding stock options and convertible preferred stock are considered potential dilutive shares. The Company’s convertible preferred stock outstanding prior to the IPO contractually entitled the holders of such shares to participate in dividends but did not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reported a net loss, such losses were not allocated to such securities. The Company reported a net loss for the three months ended March 31, 2023 and 2022. In periods in which the Company reported a net loss, diluted net loss per share of common stock was the same as basic net loss per share of common stock, since dilutive shares were not assumed to have been issued if their effect is anti-dilutive. The Company excluded the following potential shares of common stock, presented based on amounts outstanding at each period end, from the computation of diluted net loss attributable to common stockholders per share of common stock for the periods indicated because including them would have had an anti-dilutive effect: March 31, 2023 2022 Options to purchase common stock 7,729,844 4,308,952 Unvested restricted stock units 388,103 74,830 Shares issuable under employee stock purchase plan 106,308 59,247 Total 8,224,255 4,443,029 |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction to the carrying value of stockholders’ equity as a reduction of additional paid-in capital or equity generated as a result of such offering. Should an in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive loss. |
Commitments and Contingencies | Commitments and Contingencies From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of business. The Company accrues a liability for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. For all periods presented, the Company was not a party to any pending material litigation or other material legal proceedings. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies. The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, as amended (JOBS Act). Under the JOBS Act, emerging growth companies have extended transition periods available for complying with new or revised accounting standards. The Company has elected to use this exemption to delay adopting new or revised accounting standards until such time as those standards apply to private companies. Where allowable, the Company has early adopted certain standards as described below. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. For non-public entities, ASU 2016-13 is effective for annual reporting periods, and interim periods within those fiscal years, beginning after December 15, 2022. Under the JOBS Act, emerging growth companies have extended transition periods available for complying with new or revised accounting standards. The Company adopted the new standard on January 1, 2023 on a prospective basis and the adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted There are no recently issued accounting pronouncements that are expected to have a material effect on our financial condition, results of operations or cash flows. |
Organization, Basis of Presen_3
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities included the following: (in thousands) March 31, 2023 December 31, 2022 Research and development costs $ 5,924 $ 1,209 Compensation and benefit costs 832 3,843 Accrued professional fees 1,644 925 Other 363 185 Total accrued expenses and other current liabilities $ 8,763 $ 6,162 |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss per Share | March 31, 2023 2022 Options to purchase common stock 7,729,844 4,308,952 Unvested restricted stock units 388,103 74,830 Shares issuable under employee stock purchase plan 106,308 59,247 Total 8,224,255 4,443,029 |
Cash Equivalents and Marketab_2
Cash Equivalents and Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Fair Value And Amortized Cost of Marketable Securities | The amortized cost and fair value of cash equivalents and marketable securities by major security type is as follows: March 31, 2023 (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 169,405 $ — $ — $ 169,405 U.S. government securities 39,282 5 ( 85 ) 39,202 Corporate debt securities 14,236 — ( 19 ) 14,217 Commercial paper 59,750 3 — 59,753 Total $ 282,673 $ 8 $ ( 104 ) $ 282,577 Classified as: Cash equivalents $ 169,405 Marketable securities 113,172 Total $ 282,577 December 31, 2022 (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 23,029 $ — $ — $ 23,029 U.S. government securities 44,555 31 ( 383 ) 44,203 Non-U.S. government securities 3,024 — ( 16 ) 3,008 Corporate debt securities 36,411 — ( 146 ) 36,265 Commercial paper 56,403 — — 56,403 Total $ 163,422 $ 31 $ ( 545 ) $ 162,908 Classified as: Cash equivalents $ 23,029 Marketable securities 139,879 Total $ 162,908 |
Schedule of Available-for-sale Marketable Securities for Unrealized Loss Position | The aggregate fair value of the Company’s available-for-sale marketable securities that have been in a continuous unrealized loss position for less than twelve months or twelve months or longer is as follows: March 31, 2023 Less than 12 months 12 months or longer Total (in thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. government securities $ 21,399 $ ( 7 ) $ 14,926 $ ( 78 ) $ 36,325 $ ( 85 ) Corporate debt securities 14,217 ( 19 ) — — 14,217 ( 19 ) Total $ 35,616 $ ( 26 ) $ 14,926 $ ( 78 ) $ 50,542 $ ( 104 ) December 31, 2022 Less than 12 months 12 months or longer Total (in thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. government securities $ — $ — $ 29,704 $ ( 384 ) $ 29,704 $ ( 384 ) Non-U.S. government securities — — 3,008 ( 15 ) 3,008 ( 15 ) Corporate debt securities 22,717 ( 108 ) 10,530 ( 38 ) 33,247 ( 146 ) Total $ 22,717 $ ( 108 ) $ 43,242 $ ( 437 ) $ 65,959 $ ( 545 ) |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis: Fair Value at March 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Cash and cash equivalents Cash in bank balances $ 14,949 $ — $ — $ 14,949 Money market funds 169,405 — — 169,405 Total cash and cash equivalents $ 184,354 $ — $ — $ 184,354 Marketable securities U.S. government securities $ — $ 39,202 $ — $ 39,202 Corporate debt securities — 14,217 — 14,217 Commercial paper — 59,753 — 59,753 Total marketable securities $ — $ 113,172 $ — $ 113,172 Fair Value at December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Cash and cash equivalents Cash in bank balances $ 120,206 $ — $ — $ 120,206 Money market funds 23,029 — — 23,029 Total cash and equivalents $ 143,235 $ — $ — $ 143,235 Marketable securities U.S. government securities $ — $ 44,203 $ — $ 44,203 Non-U.S. government securities — 3,008 — 3,008 Corporate debt securities — 36,265 — 36,265 Commercial paper — 56,403 — 56,403 Total marketable securities $ — $ 139,879 $ — $ 139,879 |
Schedule of Aggregate Fair Value of Marketable Securities | The aggregate amortized cost and fair value of marketable securities as of March 31, 2023, by contractual maturity, are as follows: (in thousands) Amortized Cost Fair Value Due in one year or less $ 113,268 $ 113,172 Due after one year through two years — — Total marketable securities $ 113,268 $ 113,172 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of components of lease cost | Components of lease cost are as follows: Three Months Ended March 31, (in thousands) 2023 2022 Operating lease cost $ 159 $ 154 Short-term cost 3 15 Total lease cost $ 162 $ 169 Weighted-average remaining lease term 1.54 Weighted-average discount rate 6.00 % |
Schedule of future minimum lease payments required under operating leases | The Company's future minimum lease payments are as follows: (in thousands) Operating Leases 2023 $ 535 2024 559 2025 and thereafter — Total lease payments 1,094 Less: Imputed interest ( 52 ) Present value of lease liabilities 1,042 Less: Current portion of lease liabilities ( 656 ) Total lease liabilities, non-current $ 386 |
Common Stock and Stock-Based _2
Common Stock and Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Common Stock Shares Reserved for Issuance | he Company had reserved shares of common stock for issuance in connection with the following: March 31, 2023 December 31, 2022 Options outstanding under incentive award plans 7,729,844 4,823,928 Unvested restricted stock units 388,103 128,280 Shares available for future grant under incentive award plans 611,278 1,107,362 Shares available for future grant under employee stock purchase plans 861,151 323,920 Shares available for future grant under employment inducement award plans 1,310,000 1,310,000 Pre-funded warrants 14,630,000 14,630,000 Total shares reserved 25,530,376 22,323,490 |
Summary of Stock Option Activity | The following table summarizes the stock option activity for all stock plans during the three months ended March 31, 2023: Number Weighted- Weighted- Aggregate (in years) (in thousands) Outstanding as of December 31, 2022 4,823,928 $ 8.22 8.46 $ 11,721 Granted 2,912,500 9.07 Forfeited ( 6,584 ) 9.74 Outstanding as of March 31, 2023 7,729,844 $ 8.54 8.83 $ 26,761 Exercisable, March 31, 2023 2,812,216 $ 8.98 7.82 $ 8,761 Vested and expected to vest, March 31, 2023 7,729,844 $ 8.54 8.83 $ 26,761 |
Schedule of Stock Options Weighted Average Assumptions | The Company estimated the fair value of options granted and rights to acquire stock granted under the Company’s employee stock purchase plan using a Black-Scholes option pricing model with the following assumptions presented on a weighted average basis: Three Months Ended March 31, 2023 2022 Stock Option Plans Expected term (years) 6.08 6.08 Expected volatility 73.44 % 73.51 % Risk-free interest rate 3.49 % 1.63 % Fair value of underlying common stock $ 9.07 $ 5.78 Weighted average grant-date fair value per share $ 6.10 $ 3.78 |
Summary of Restricted Stock Award Activity | The following table summarizes the RSU activity for all stock plans during the three months ended March 31, 2023: Number Weighted Average Grant-Date Unvested restricted stock units as of December 31, 2022 128,280 $ 4.09 Granted 276,326 10.27 Vested ( 16,503 ) 3.67 Unvested restricted stock units as of March 31, 2023 388,103 $ 8.51 |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended March 31, (in thousands) 2023 2022 Research and development expense $ 1,348 $ 770 General and administrative expense 2,590 1,974 Total stock-based compensation expense $ 3,938 $ 2,744 |
Organization, Basis of Presen_4
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Common stock, authorized | 150,000,000 | 150,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 10,000,000 | |||
Preferred stock, par or stated value per share | $ 0.0001 | |||
Income Tax Expense | $ 60 | $ 21 | ||
Minimum [Member] | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Income Tax Expense | $ 100 | 100 | ||
December 2022 Financing [Member] | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Number of shares issued | 10,350,000 | |||
Underwriters option to purchase additional shares | 1,552,500 | |||
Net proceeds from issuance of common stock | $ 80,800 | |||
Shares issued, price per share | $ 7.25 | |||
At-the-Market Offering [Member] | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Number of shares issued | 2,929,922 | |||
Net proceeds from issuance of common stock | $ 27,900 | |||
Offer price | $ 75,000 | |||
At-the-Market Offering [Member] | Common Stock | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Number of shares issued | 7,052,550 | |||
Net proceeds from issuance of common stock | $ 52,800 | |||
August 2022 Financing [Member] | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Number of shares issued | 12,250,000 | |||
Net proceeds from issuance of common stock | $ 33,000 | |||
Common stock, par value | $ 0.0001 | |||
Shares issued, price per share | $ 2.42 | |||
Aggregate net proceeds after deducting underwriting discounts and commissions and other offering expenses common stock | $ 60,700 | |||
Pre-funded warrant price | $ 2.4199 | |||
Pre-funded warrants purchased | 14,630,000 | 14,630,000 |
Organization, Basis of Presen_5
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Research and development costs | $ 5,924 | $ 1,209 |
Compensation and benefit costs | 832 | 3,843 |
Accrued professional fees | 1,644 | 925 |
Other | 363 | 185 |
Total accrued expenses and other current liabilities | $ 8,763 | $ 6,162 |
Organization, Basis of Presen_6
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Net Loss per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 8,224,255 | 4,443,029 |
Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 7,729,844 | 4,308,952 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 388,103 | 74,830 |
Shares issuable under employee stock purchase plan | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 106,308 | 59,247 |
Cash Equivalents and Marketab_3
Cash Equivalents and Marketable Securities - Schedule of Fair Value And Amortized Cost of Marketable Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Marketable Securities [Line Items] | ||
Amortized Cost | $ 282,673 | $ 163,422 |
Unrealized Gains | 8 | 31 |
Unrealized Losses | (104) | (545) |
Fair Value | 282,577 | 162,908 |
Cash equivalents | 169,405 | 23,029 |
Marketable securities | 113,172 | 139,879 |
Total | 282,577 | 162,908 |
Money market funds | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 169,405 | 23,029 |
Unrealized Gains | ||
Unrealized Losses | ||
Fair Value | 169,405 | 23,029 |
U.S. government securities | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 39,282 | 44,555 |
Unrealized Gains | 5 | 31 |
Unrealized Losses | (85) | (383) |
Fair Value | 39,202 | 44,203 |
Non-U.S. government securities | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 3,024 | |
Unrealized Gains | ||
Unrealized Losses | (16) | |
Fair Value | 3,008 | |
Corporate debt securities | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 14,236 | 36,411 |
Unrealized Gains | ||
Unrealized Losses | (19) | (146) |
Fair Value | 14,217 | 36,265 |
Commercial paper | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 59,750 | 56,403 |
Unrealized Gains | 3 | |
Unrealized Losses | ||
Fair Value | $ 59,753 | $ 56,403 |
Cash Equivalents and Marketab_4
Cash Equivalents and Marketable Securities - Schedule of Available-for-sale Marketable Securities for Unrealized Loss Position (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Marketable Securities [Line Items] | ||
Less than 12 months, fair value | $ 35,616 | $ 22,717 |
Less than 12 months, unrealized losses | (26) | (108) |
12 months or longer, fair value | 14,926 | 43,242 |
12 months or longer, unrealized losses | (78) | (437) |
Total fair value | 50,542 | 65,959 |
Total unrealized losses | (104) | (545) |
U.S. government securities | ||
Marketable Securities [Line Items] | ||
Less than 12 months, fair value | 21,399 | |
Less than 12 months, unrealized losses | (7) | |
12 months or longer, fair value | 14,926 | 29,704 |
12 months or longer, unrealized losses | (78) | (384) |
Total fair value | 36,325 | 29,704 |
Total unrealized losses | (85) | (384) |
Non-U.S. government securities | ||
Marketable Securities [Line Items] | ||
Less than 12 months, fair value | ||
Less than 12 months, unrealized losses | ||
12 months or longer, fair value | 3,008 | |
12 months or longer, unrealized losses | (15) | |
Total fair value | 3,008 | |
Total unrealized losses | (15) | |
Corporate debt securities | ||
Marketable Securities [Line Items] | ||
Less than 12 months, fair value | 14,217 | 22,717 |
Less than 12 months, unrealized losses | (19) | (108) |
12 months or longer, fair value | 10,530 | |
12 months or longer, unrealized losses | (38) | |
Total fair value | 14,217 | 33,247 |
Total unrealized losses | $ (19) | $ (146) |
Cash Equivalents and Marketab_5
Cash Equivalents and Marketable Securities (Additional Information) (Details) | Mar. 31, 2023 Position |
Investments, Debt and Equity Securities [Abstract] | |
Securities, available-for-sale, unrealized loss position, number of positions | 10 |
Fair Value - Schedule of Financ
Fair Value - Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Marketable securities | $ 113,172 | |
Recurring | ||
Assets: | ||
Total cash and cash equivalents | 184,354 | $ 143,235 |
Marketable securities | 113,172 | 139,879 |
Recurring | Cash in bank balances | ||
Assets: | ||
Total cash and cash equivalents | 14,949 | 120,206 |
Recurring | Money market funds | ||
Assets: | ||
Total cash and cash equivalents | 169,405 | 23,029 |
Recurring | U.S. government securities | ||
Assets: | ||
Marketable securities | 39,202 | 44,203 |
Recurring | Non-U.S. government securities | ||
Assets: | ||
Marketable securities | 3,008 | |
Recurring | Corporate debt securities | ||
Assets: | ||
Marketable securities | 14,217 | 36,265 |
Recurring | Commercial paper | ||
Assets: | ||
Marketable securities | 59,753 | 56,403 |
Recurring | Level 1 | ||
Assets: | ||
Total cash and cash equivalents | 184,354 | 143,235 |
Recurring | Level 1 | Cash in bank balances | ||
Assets: | ||
Total cash and cash equivalents | 14,949 | 120,206 |
Recurring | Level 1 | Money market funds | ||
Assets: | ||
Total cash and cash equivalents | 169,405 | 23,029 |
Recurring | Level 2 | ||
Assets: | ||
Marketable securities | 113,172 | 139,879 |
Recurring | Level 2 | U.S. government securities | ||
Assets: | ||
Marketable securities | 39,202 | 44,203 |
Recurring | Level 2 | Non-U.S. government securities | ||
Assets: | ||
Marketable securities | 3,008 | |
Recurring | Level 2 | Corporate debt securities | ||
Assets: | ||
Marketable securities | 14,217 | 36,265 |
Recurring | Level 2 | Commercial paper | ||
Assets: | ||
Marketable securities | $ 59,753 | $ 56,403 |
Fair Value - Schedule of Aggreg
Fair Value - Schedule of Aggregate Amortized Cost and Fair Value of Marketable Securities (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Fair Value Disclosures [Abstract] | |
Due in one year or less | $ 113,172 |
Due after one year through two years | 0 |
Total marketable securities | 113,172 |
Due in one year or less | 113,268 |
Due after one year through two years | 0 |
Total marketable securities | $ 113,268 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Assets, Transfers into Level 3 | $ 0 | |
Assets, Transfers out of Level 3 | $ 0 | |
Liabilities, Transfers into Level 3 | $ 0 |
Leases (Additional Information)
Leases (Additional Information) (Details) | Mar. 31, 2019 |
Lease Agreements [Member] | Foster City, California | |
Lessor, Lease, Description [Line Items] | |
Option to extend | The Company has the option to extend the lease agreement for a period of five years |
Leases - Schedule of Components
Leases - Schedule of Components of lease cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 159 | $ 154 |
Short-term cost | 3 | 15 |
Total lease cost | $ 162 | $ 169 |
Weighted-average remaining lease term | 1 year 6 months 14 days | |
Weighted-average discount rate | 6% |
Leases - Schedule of maturities
Leases - Schedule of maturities of operating leases (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2023 | $ 535 | |
2024 | 559 | |
2025 and thereafter | 0 | |
Total lease payments | 1,094 | |
Less: Imputed interest | (52) | |
Present value of lease liabilities | 1,042 | |
Less: Current obligation of lease liabilities | (656) | $ (661) |
Total lease liabilities, non-current | $ 386 |
Common Stock and Stock-Based _3
Common Stock and Stock-Based Compensation - Schedule of Common Stock Shares Reserved for Issuance (Details) - shares | Mar. 31, 2023 | Dec. 31, 2022 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total shares reserved | 25,530,376 | 22,323,490 |
Options Outstanding Under Incentive Award Plans | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total shares reserved | 7,729,844 | 4,823,928 |
Unvested shares of restricted stock units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total shares reserved | 388,103 | 128,280 |
Shares Available for Future Grant under Incentive Award Plans | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total shares reserved | 611,278 | 1,107,362 |
Shares Available for Future Grant under Employee Stock Purchase Plans | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total shares reserved | 861,151 | 323,920 |
Shares Available for Future Grant Under Employment Inducement Award Plans | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total shares reserved | 1,310,000 | 1,310,000 |
Pre-funded warrants | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total shares reserved | 14,630,000 | 14,630,000 |
Common Stock and Stock-Based _4
Common Stock and Stock-Based Compensation - Additional Information (Details) | 1 Months Ended | 3 Months Ended | ||
Jan. 01, 2023 shares | Feb. 28, 2021 shares | Mar. 31, 2023 USD ($) Plan Vote $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock, voting rights | Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends | |||
Number of voting rights per share | Vote | 1 | |||
Cash dividends declared or paid | $ | $ 0 | |||
Number of stock-based compensation plans | Plan | 3 | |||
Number of shares authorized | 150,000,000 | 150,000,000 | ||
Preferred stock, shares authorized | 10,000,000 | |||
Preferred stock, par or stated value per share | $ / shares | $ 0.0001 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | ||
Pre-funded warrant exercise price | $ / shares | $ 0.0001 | $ 0.0001 | ||
Initial total shares reserved | 25,530,376 | 22,323,490 | ||
Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Shares, Granted | 2,912,500 | |||
Unrecognized stock-based compensation expense related to unvested stock options | $ | $ 35,300,000 | |||
Unrecognized stock-based compensation expense recognized period | 2 years 9 months 10 days | |||
Restricted Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation expense related to unvested stock options | $ | $ 3,100,000 | |||
Unrecognized stock-based compensation expense recognized period | 3 years 8 months 4 days | |||
2021 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based payment award, number of shares authorized | 2,400,007 | |||
Increase of number of authorized shares reserved for issuance under the 2021 Plan | 2,686,158 | |||
Share-based payment award, shares available for future grants | 611,278 | |||
Increase of authorized shares, percent of common stock outstanding | 5% | |||
2017 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Increase of number of authorized shares reserved for issuance under the 2021 Plan | 0 | |||
2021 Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Increase of number of authorized shares reserved for issuance under the 2021 Plan | 537,231 | |||
Share-based payment award, shares available for future grants | 861,151 | |||
Initial total shares reserved | 240,000 | |||
Shares purchased by employees under the ESPP | 0 | |||
Increase of authorized shares, percent of common stock outstanding | 1% | |||
Unrecognized stock-based compensation expense recognized period | 1 year 5 months 15 days | |||
Percentage of fair market value of the shares on the offering date | 85% | |||
Percentage of fair market value of the shares on the purchase date | 85% | |||
Unrecognized stock-based compensation expense related to unvested employee stock purchases | $ | $ 200,000 | |||
2021 Employee Stock Purchase Plan | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share Based Compensation Rate of Payroll Deduction | 15% | |||
2022 Inducement Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares authorized | 1,400,000 | |||
Number of Shares, Granted | 1,310,000 | |||
Pre-funded warrants | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock, par value | $ / shares | $ 0.0001 | |||
Pre-funded warrants to purchase | 14,630,000 | |||
Pre-funded warrant price | $ / shares | $ 2.4199 | |||
Pre-funded warrant exercise price | $ / shares | $ 0.0001 |
Common Stock and Stock-Based _5
Common Stock and Stock-Based Compensation - Summary of Stock Option Activity (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Number of Shares | ||
Number of Shares, Outstanding beginning balance | 4,823,928 | |
Number of Shares, Granted | 2,912,500 | |
Number of Shares, Forfeited | (6,584) | |
Number of Shares, Outstanding ending balance | 7,729,844 | 4,823,928 |
Number of Shares, Exercisable | 2,812,216 | |
Number of Shares, Vested and expected to vest | 7,729,844 | |
Weighted-Average Exercise Price | ||
Weighted-Average Exercise Price, Outstanding beginning balance | $ 8.22 | |
Weighted-Average Exercise Price, Granted | 9.07 | |
Weighted-Average Exercise Price, Forfeited | 9.74 | |
Weighted-Average Exercise Price, Outstanding ending balance | 8.54 | $ 8.22 |
Weighted-Average Exercise Price, Exercisable | 8.98 | |
Weighted-Average Exercise Price, Vested and expected to vest | $ 8.54 | |
Weighted-Average Remaining Contractual Term and Aggregate Intrinsic Value | ||
Weighted-Average Remaining Contractual Term, Outstanding | 8 years 9 months 29 days | 8 years 5 months 15 days |
Weighted-Average Remaining Contractual Term, Exercisable | 7 years 9 months 25 days | |
Weighted-Average Remaining Contractual Term, Vested and expected to vest | 8 years 9 months 29 days | |
Aggregate Intrinsic Value, Outstanding, beginning balance | $ 11,721 | |
Aggregate Intrinsic Value, Outstanding, ending balance | 26,761 | $ 11,721 |
Aggregate Intrinsic Value, Exercisable | 8,761 | |
Aggregate Intrinsic Value, Vested and expected to vest | $ 26,761 |
Common Stock and Stock-Based _6
Common Stock and Stock-Based Compensation - Schedule of Stock Options Weighted Average Assumptions (Details) - Stock Options - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected option life | 6 years 29 days | 6 years 29 days |
Expected volatility | 73.44% | 73.51% |
Risk-free interest rate | 3.49% | 1.63% |
Fair value of underlying common stock | $ 9.07 | $ 5.78 |
Weighted average grant-date fair value per share | $ 6.10 | $ 3.78 |
Common Stock and Stock-Based _7
Common Stock and Stock-Based Compensation - Summary of Restricted Stock Award Activity (Details) - Restricted Stock | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Number of Shares | |
Number of Shares, Unvested restricted common stock, beginning balance | shares | 128,280 |
Number of Shares, Granted | shares | 276,326 |
Number of Shares, Forfeited | shares | (16,503) |
Number of Shares, Unvested restricted common stock, ending balance | shares | 388,103 |
Grant-Date Fair Value | |
Grant-Date Fair Value, Unvested restricted common stock, beginning balance | $ / shares | $ 4.09 |
Grant-Date Fair Value, Granted | $ / shares | 10.27 |
Grant-Date Fair Value, Forfeited | $ / shares | 3.67 |
Grant-Date Fair Value, Unvested restricted common stock, ending balance | $ / shares | $ 8.51 |
Common Stock and Stock-Based _8
Common Stock and Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 3,938 | $ 2,744 |
Research and Development Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 1,348 | 770 |
General and Administrative Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 2,590 | $ 1,974 |
Assignment, License and Colla_2
Assignment, License and Collaboration Agreements - Additional Information (Details) ¥ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Nov. 30, 2021 USD ($) | Jul. 31, 2022 USD ($) | Jul. 31, 2020 USD ($) | Jun. 30, 2019 CNY (¥) | Feb. 28, 2018 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
TERN-101 License Agreement with Eli Lilly | |||||||||
Assignment License And Collaboration Agreements [Line Items] | |||||||||
Agreement milestones payment | $ 0 | ||||||||
Research and development expense | 0 | $ 0 | |||||||
TERN-101 License Agreement with Eli Lilly | China | |||||||||
Assignment License And Collaboration Agreements [Line Items] | |||||||||
Aggregate pre-specified development milestones for the first covered product | $ 6,000,000 | ||||||||
Aggregate pre-specified development milestones for the first covered product in ex-mainland | $ 50,000,000 | ||||||||
Assignment Agreement | |||||||||
Assignment License And Collaboration Agreements [Line Items] | |||||||||
Aggregate pre-specified development milestones for the first covered product | ¥ | ¥ 205 | ||||||||
Amount paid under the agreement | $ 4,400,000 | ||||||||
Number of days advance written notice | 60 days | ||||||||
Milestone payment | $ 1,500,000 | ||||||||
Assignment Agreement | Research and Development Expense | |||||||||
Assignment License And Collaboration Agreements [Line Items] | |||||||||
Upfront payment | $ 700,000 | ||||||||
Hansoh Option and License Agreement | |||||||||
Assignment License And Collaboration Agreements [Line Items] | |||||||||
Upfront payment received | $ 800,000 | ||||||||
License revenue | $ 1,000,000 | ||||||||
Hansoh Option and License Agreement | Maximum | |||||||||
Assignment License And Collaboration Agreements [Line Items] | |||||||||
Amount agree to pay in pre-specified clinical, regulatory and sales milestones | $ 67,000,000 | ||||||||
Phase 2a DUET | |||||||||
Assignment License And Collaboration Agreements [Line Items] | |||||||||
Milestone payment | $ 2,200,000 |