Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2023 | |
Document Information [Line Items] | |
Document Type | S-1/A |
Entity Registrant Name | BETTER THERAPEUTICS, INC. |
Entity Incorporation, State or Country Code | DE |
Entity Primary SIC Number | 2834 |
Entity Tax Identification Number | 85-3472546 |
Entity Address, Address Line One | 548 Market Street, #49404 |
Entity Address, City or Town | San Francisco |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 94104 |
City Area Code | 415 |
Local Phone Number | 887-2311 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Central Index Key | 0001832415 |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Business Contact | |
Document Information [Line Items] | |
Contact Personnel Name | Frank Karbe |
Entity Address, Address Line One | 548 Market Street, #49404 |
Entity Address, City or Town | San Francisco |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 94104 |
City Area Code | 415 |
Local Phone Number | 887-2311 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 6,598 | $ 15,740 | $ 40,566 |
Prepaid expenses | 674 | 2,496 | 4,409 |
Other current assets | 73 | 210 | 276 |
Total current assets | 7,345 | 18,446 | 45,251 |
Capitalized software development costs, net | 2,792 | 3,888 | 5,077 |
Property and equipment, net | 102 | 121 | 82 |
Other long-term assets | 483 | 488 | 548 |
Total Assets | 10,722 | 22,943 | 50,958 |
Current liabilities: | |||
Accounts payable | 2,308 | 3,035 | 1,523 |
Accrued payroll | 1,886 | 2,301 | 1,352 |
Other accrued expenses | 2,158 | 3,626 | 1,858 |
Current portion of long-term debt | 6,586 | 4,532 | |
Total current liabilities | 12,938 | 13,494 | 4,733 |
Long-term debt, net of current portion and debt issuance costs | 7,721 | 10,348 | 9,505 |
Total liabilities | 20,659 | 23,842 | 14,238 |
Commitments and contingencies | |||
Stockholders' deficit: | |||
Common stock | 4 | 2 | 2 |
Additional paid-in capital | 124,370 | 110,602 | 108,461 |
Accumulated deficit | (134,311) | (111,503) | (71,743) |
Total Stockholders' Deficit | (9,937) | (899) | 36,720 |
Total Liabilities and Stockholders' Deficit | $ 10,722 | $ 22,943 | $ 50,958 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock shares issued | 40,577,987 | 23,851,022 | 23,602,718 |
Common stock shares outstanding | 40,577,987 | 23,851,022 | 23,602,718 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||||||
Research and development | $ 1,833 | $ 5,477 | $ 7,462 | $ 13,391 | $ 16,440 | $ 19,436 |
Sales and marketing | 1,392 | 1,557 | 5,200 | 5,284 | 6,979 | 2,336 |
General and administrative | 2,116 | 3,962 | 8,629 | 11,265 | 14,843 | 8,788 |
Total operating expenses | 5,341 | 10,996 | 21,291 | 29,940 | 38,262 | 30,560 |
Loss from operations | (5,341) | (10,996) | (21,291) | (29,940) | (38,262) | (30,560) |
Interest expense, net | (518) | (406) | (1,512) | (1,052) | (1,491) | (185) |
Gain on Loan Forgiveness | 647 | |||||
Change in fair value of SAFEs | (10,390) | |||||
Loss before provision for income taxes | (5,859) | (11,402) | (22,803) | (30,992) | (39,753) | (40,488) |
Provision for income taxes | 3 | 3 | 5 | 3 | 7 | (153) |
Net loss | $ (5,862) | $ (11,405) | $ (22,808) | $ (30,995) | $ (39,760) | $ (40,335) |
Net loss per share, basic | $ (0.15) | $ (0.48) | $ (0.73) | $ (1.32) | $ (1.69) | $ (3.11) |
Net loss per share, diluted | $ (0.15) | $ (0.48) | $ (0.73) | $ (1.32) | $ (1.69) | $ (3.11) |
Weighted-average shares used in computing net loss per share, basic | 38,495,150 | 23,693,154 | 31,214,093 | 23,533,290 | 23,557,846 | 12,982,472 |
Weighted-average shares used in computing net loss per share, diluted | 38,495,150 | 23,693,154 | 31,214,093 | 23,533,290 | 23,557,846 | 12,982,472 |
CONDENSED STATEMENTS OF STOCKHO
CONDENSED STATEMENTS OF STOCKHOLDERS' (DEFICIT)/EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Deficit |
Balance at Dec. 31, 2020 | $ (6,758) | $ 1 | $ 24,649 | $ (31,408) | |
Balance, Shares at Dec. 31, 2020 | 11,146,510 | ||||
Net loss | (40,335) | (40,335) | |||
Forfeiture of restricted stock, Shares | (52,263) | ||||
Issuance of common stock in connection with business combination, net of issuance costs | 83,126 | $ 1 | 83,125 | ||
Issuance of common stock in connection with business combination, net of issuance costs (in shares) | 12,505,471 | ||||
Issuance of common stock under equity incentive plans | 1 | 1 | |||
Issuance of common stock under equity incentive plans (in shares) | 3,000 | ||||
Share based compensation | 686 | 686 | |||
Balance at Dec. 31, 2021 | 36,720 | $ 2 | 108,461 | $ (71,743) | (71,743) |
Balance, Shares at Dec. 31, 2021 | 23,602,718 | ||||
Net loss | (9,662) | (9,662) | |||
Issuance of common stock under equity incentive plans | 1 | 1 | |||
Issuance of common stock under equity incentive plans (in shares) | 5,882 | ||||
Share based compensation | 366 | 366 | |||
Balance at Mar. 31, 2022 | 27,425 | $ 2 | 108,828 | (81,405) | |
Balance, Shares at Mar. 31, 2022 | 23,608,600 | ||||
Balance at Dec. 31, 2021 | 36,720 | $ 2 | 108,461 | (71,743) | (71,743) |
Balance, Shares at Dec. 31, 2021 | 23,602,718 | ||||
Net loss | (30,995) | ||||
Balance at Sep. 30, 2022 | 7,252 | $ 2 | 109,988 | (102,738) | |
Balance, Shares at Sep. 30, 2022 | 23,744,063 | ||||
Balance at Dec. 31, 2021 | 36,720 | $ 2 | 108,461 | (71,743) | (71,743) |
Balance, Shares at Dec. 31, 2021 | 23,602,718 | ||||
Net loss | (39,760) | (39,760) | |||
Issuance of common stock under equity incentive plans | 284 | 284 | |||
Issuance of common stock under equity incentive plans (in shares) | 248,304 | ||||
Share based compensation | 1,857 | 1,857 | |||
Balance at Dec. 31, 2022 | (899) | $ 2 | 110,602 | (111,503) | (111,503) |
Balance, Shares at Dec. 31, 2022 | 23,851,022 | ||||
Balance at Mar. 31, 2022 | 27,425 | $ 2 | 108,828 | (81,405) | |
Balance, Shares at Mar. 31, 2022 | 23,608,600 | ||||
Net loss | (9,928) | (9,928) | |||
Issuance of common stock under equity incentive plans | 145 | 145 | |||
Issuance of common stock under equity incentive plans (in shares) | 124,370 | ||||
Share based compensation | 412 | 412 | |||
Balance at Jun. 30, 2022 | 18,054 | $ 2 | 109,385 | (91,333) | |
Balance, Shares at Jun. 30, 2022 | 23,732,970 | ||||
Net loss | (11,405) | (11,405) | |||
Issuance of common stock, net of issuance costs | 6 | 6 | |||
Issuance of common stock, net of issuance costs (in shares) | 11,093 | ||||
Share based compensation | 597 | 597 | |||
Balance at Sep. 30, 2022 | 7,252 | $ 2 | 109,988 | (102,738) | |
Balance, Shares at Sep. 30, 2022 | 23,744,063 | ||||
Balance at Dec. 31, 2022 | (899) | $ 2 | 110,602 | (111,503) | (111,503) |
Balance, Shares at Dec. 31, 2022 | 23,851,022 | ||||
Net loss | (9,357) | (9,357) | |||
Issuance of common stock under equity incentive plans (in shares) | 1,250 | ||||
Share based compensation | 423 | 423 | |||
Balance at Mar. 31, 2023 | (9,833) | $ 2 | 111,025 | (120,860) | |
Balance, Shares at Mar. 31, 2023 | 23,852,272 | ||||
Balance at Dec. 31, 2022 | (899) | $ 2 | 110,602 | (111,503) | $ (111,503) |
Balance, Shares at Dec. 31, 2022 | 23,851,022 | ||||
Net loss | (22,808) | ||||
Balance at Sep. 30, 2023 | (9,937) | $ 4 | 124,370 | (134,311) | |
Balance, Shares at Sep. 30, 2023 | 40,577,987 | ||||
Balance at Mar. 31, 2023 | (9,833) | $ 2 | 111,025 | (120,860) | |
Balance, Shares at Mar. 31, 2023 | 23,852,272 | ||||
Net loss | (7,589) | (7,589) | |||
Issuance of common stock, net of issuance costs | 6,100 | $ 1 | 6,099 | ||
Issuance of common stock, net of issuance costs (in shares) | 7,878,786 | ||||
Issuance of common stock under equity incentive plans | 41 | 41 | |||
Issuance of common stock under equity incentive plans (in shares) | 66,043 | ||||
Share based compensation | 493 | 493 | |||
Balance at Jun. 30, 2023 | (10,788) | $ 3 | 117,658 | (128,449) | |
Balance, Shares at Jun. 30, 2023 | 31,797,101 | ||||
Net loss | (5,862) | (5,862) | |||
Issuance of common stock, net of issuance costs | 6,279 | $ 1 | 6,278 | ||
Issuance of common stock, net of issuance costs (in shares) | 8,780,886 | ||||
Share based compensation | 434 | 434 | |||
Balance at Sep. 30, 2023 | $ (9,937) | $ 4 | $ 124,370 | $ (134,311) | |
Balance, Shares at Sep. 30, 2023 | 40,577,987 |
CONDENSED STATEMENTS OF STOCK_2
CONDENSED STATEMENTS OF STOCKHOLDERS' (DEFICIT)/EQUITY (Unaudited) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Common Stock | |
Issuance costs | $ 16,724 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (22,808) | $ (30,995) | $ (39,760) | $ (40,335) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 2,393 | 2,008 | 2,729 | 1,619 |
Change in fair value of SAFEs | 10,390 | |||
Loss on write-off of property and equipment | 9 | 9 | ||
Share-based compensation expense | 1,315 | 1,375 | 1,824 | 646 |
Deferred income taxes | 0 | (152) | ||
Gain on loan forgiveness | (647) | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other assets | 1,965 | 3,560 | 2,039 | (4,613) |
Accounts payable | (727) | (268) | 1,512 | 1,009 |
Accrued expenses and other liabilities | (1,884) | 1,718 | 2,717 | 1,265 |
Net cash used in operating activities | (19,746) | (22,593) | (28,930) | (30,818) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchase of property and equipment | (31) | (92) | (106) | (55) |
Capitalized internal-use software costs | (927) | (728) | (1,074) | (1,016) |
Net cash used in investing activities | (958) | (820) | (1,180) | (1,071) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from issuance of SAFE notes | 18,675 | |||
Proceeds from business combination and PIPE Investment | 59,045 | |||
Payment of costs directly attributable to the issuance of common stock in connection with the business combination and PIPE investment | (14,871) | |||
Proceeds from the issuance of shares under the PIPE and registered direct investment | 13,223 | |||
Payment of costs directly attributable to the issuance of common stock in connection with the PIPE and registered direct investment | (844) | |||
Proceeds from exercise of common stock options | 27 | 27 | 1 | |
Proceeds from the issuance of shares under the employee stock purchase plan | 41 | 125 | 257 | |
Proceeds from the issuance of long-term debt | 5,000 | 5,000 | 10,000 | |
Payment on long-term debt | (858) | |||
Debt issuance costs | (518) | |||
Net cash (used in) provided by financing activities | 11,562 | 5,152 | 5,284 | 72,332 |
Net change in cash and cash equivalents | (9,142) | (18,261) | (24,826) | 40,443 |
Cash and cash equivalents, beginning of period | 15,740 | 40,566 | 40,566 | 123 |
Cash and cash equivalents, end of period | 6,598 | 22,305 | 15,740 | 40,566 |
Supplemental disclosures of cash flow information: | ||||
Cash paid for interest | $ 1,325 | $ 85 | ||
Cash paid for interest | $ (1,054) | $ (870) |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business Better Therapeutics, Inc. (the “Company” or “Better”), a Delaware corporation, is a prescription digital therapeutics company developing a clinically validated, software-based novel form of cognitive behavioral therapy (“CBT”) to address the root causes of cardiometabolic diseases (“CMDx”). The Company’s mission is to advance human health through the power of behavior change. The Company is developing a proprietary platform of U.S. Food and Drug Administration (“FDA)” regulated, software-based prescription digital therapeutics (“PDTs”) for the treatment of cardiometabolic diseases by addressing the underlying causes of the diseases. The Company’s initial development efforts are focused on type 2 diabetes (“T2D”), hypertension, hyperlipidemia, non-alcoholic non-alcoholic The Company’s lead product candidate, BT-001, first-in-class de novo BT-001 de novo de novo BT-001 The Company also achieved positive top-line 100 billion in direct medical costs annually. Because of the significant unmet medical need, the Company intends to apply for breakthrough device designation from the FDA for its investigational CBT-based BT-001 authorization in CMDx indications beyond T2D. The Company also initiated real world evidence studies to evaluate the long-term effectiveness and healthcare utilization changes associated with the use of BT-001 for the treatment of T2D. The randomized, controlled, multi-site studies are expected to enroll patients for a treatment period of at least 12 months. Change in A1c and healthcare resource utilization will be evaluated and compared to usual care. Interim study results are expected to be reported in the fourth quarter of 2023, once a sufficient number of patients have completed an incremental 180 days of treatment. The study seeks to provide payers and providers with long-term data related to usage and outcomes in a real-world setting. We are a remote, “fully distributed” company, and do not have offices. Liquidity and Capital Resources The Company is in the development stage and its activities have consisted principally of raising capital and performing research and development. Since inception the Company has incurred significant losses from operations. As of December 31, 2022, the Company had cash of $ 15.7 million and an accumulated deficit of $ 111.5 million. The Company incurred a net loss of $ 39.8 million and used $ 28.9 million of cash in operating activities during the year ended December 31, 2022. The Company incurred a net loss of $ 40.3 million and used $ 30.8 million of cash in operating activities during the year ended December 31, 2021. The Company’s primary use of cash is to fund operating expenses, which consist predominantly of research and development expenses related to its lead product candidate, BT-001, The Company has incurred negative cash flows from operating activities and investing activities and significant losses from operations in the past. The Company expects to incur substantial expenses in the foreseeable future for the development and potential commercialization of its product candidates, ongoing internal research and development programs and general and administrative activities. At this time, the Company cannot reasonably estimate the nature, timing or aggregate amount of costs for its development, potential commercialization, internal research and development programs and general and administrative activities. However, in order to complete its planned product development, and to complete the process of obtaining regulatory authorization or clearance for its product candidates, as well as to build the sales, marketing and distribution infrastructure that it believes will be necessary to commercialize its product candidates, if approved, the Company will require substantial additional funding in the future. Under its current operating plan, the Company believes it has sufficient capital to fund its operations through the first quarter of 2023. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company plans to seek additional funding through various financing sources, including the sale of our equity and/or debt securities, and it is exploring other non-dilutive Significant Risks and Uncertainties The Company is subject to those risks common in its industry and also those risks common to early-stage companies including, but not limited to, the possibility of not being able to successfully develop or market its products, technological obsolescence, competition, dependence on key personnel, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. At this time, there remains uncertainty relating to the COVID-19 and cannot be predicted with confidence, such as the duration of the pandemic, business disruptions and the ultimate impact of COVID-19 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Amounts are presented in thousands except share and per share information. Comprehensive Loss For the years ended December 31, 2022 and 2021, there was no difference between comprehensive loss and net loss. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. The estimates and assumptions used in the accompanying financial statements are based upon management’s evaluation of the relevant facts and circumstances. Such estimates, judgments, and assumptions include estimated costs for capitalized internal-use Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of the extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of this extended transition period and, as a result, it does not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies until required by private company accounting standards. Concentration of Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents. The Company maintains its cash primarily with domestic financial institutions of high credit quality, which may exceed federal deposit insurance corporation limits. The Company invest its cash equivalents in highly rated money market funds. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents and perform periodic evaluations of the credit standing of such institutions. Fair Value Measurements The carrying value of the Company’s financial instruments, including cash equivalents, accounts payable, accrued liabilities and notes payable approximates fair value due to their short-term nature. The Company’s investment portfolio consists of money market funds, which are carried at fair value. The Company has determined the carrying value to be equal to the fair value and has classified these investments as Level 1 financial instruments. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires the use of observable inputs and minimizes the use of unobservable inputs . The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, 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 — Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Property and Equipment, Net Property and equipment, net, which include computer equipment and software are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of 3 years. Expenditures for repairs and maintenance are expensed in the period incurred. Capitalized Internal-Use Costs incurred to develop software and our platform for internal use consist primarily of direct employee-related and third-party contractor costs and are accounted for pursuant to ASC 350-40, Internal Use Software 3 years. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment when circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the sum of the future undiscounted cash flows the assets are expected to generate over the remaining useful lives of the assets. If a long-lived asset fails a recoverability test, the Company measures the amount by which the carrying value of the asset exceeds its fair value. There were no events or changes in business circumstances during the twelve months ended December 31, 2022 and 2021 that indicated the carrying amounts of any long-lived assets were not fully recoverable. Advertising Expense The Company recognizes advertising expenses as they are incurred, and such costs are included in sales and marketing expense in the statements of operations. During the twelve months ended December 31, 2022 and 2021, advertising expense totaled $ 4 thousand and $ 2 thousand, respectively. Equity-Based Compensation Expense The Company accounts for equity-based compensation arrangements granted to employees in accordance with ASC 718, “Compensation: Stock Compensation”, by measuring the grant date fair value of the award and recognizing the resulting expense over the period during which the employee is required to perform service in exchange for the award. Equity -based compensation expense is only recognized for awards subject to performance conditions if it is probable that the performance condition will be achieved. The Company accounts for equity-based compensation arrangements issued to non-employees 2018-07, Non-employee non-employee The fair value of each option award granted is estimated on the grant date. The grant date fair value of options with service based vesting conditions is determined using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, and the dividend yield of the Company’s common stock. The grant date fair value of options with performance-based market conditions is determined using a Monte-Carlo valuation simulation. • Fair Value of Common Stock — The Company determines the fair value of common stock based on the closing price of our common stock on the date of the grant. • Expected term — The expected term represents the period that the equity-based awards are expected to be outstanding. The Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. For stock options granted to non-employees, the expected term equals the remaining contractual term of the option from the vesting date. • Expected volatility — As the Company had no trading history for its common stock when we granted our option awards prior to the Business Combination (as defined below), the expected volatility was estimated by taking the average historic price volatility for industry peers, consisting of several public companies in our industry that are either similar in size, stage, or financial leverage, over a period equivalent to the expected term of the awards. Due to its limited trading history, the Company will continue to determine expected volatility using estimates of industry peers. • Risk-free interest rate — The risk-free interest rate is calculated using the average of the published interest rates of U.S. Treasury zero-coupon issues with maturities that are commensurate with the expected term. • Expected dividend yield — The dividend yield assumption is zero as the Company has no history of or plans to make dividend payments. The grant date fair value of options with performance-based market conditions is determined using a Monte-Carlo valuation simulation. For awards that vest based on service conditions and market conditions, the Company uses the straight-line method to recognize compensation expense over the respective service period. For awards that contain performance conditions, the Company determines the appropriate amount to expense based on the anticipated achievement of performance targets, which requires judgment, including forecasting the achievement of future specified targets. At the date performance conditions are determined to be probable of achievement, the Company records a cumulative expense catch-up, re-assesses Discounted stock purchases under the Better Therapeutics, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) are valued on the first date of the offering period using the Black-Scholes option-pricing model to compute the fair value of the lookback provision plus the purchase discount. Discounted stock purchases under the ESPP are recognized over the offering period. The Company accounts for forfeitures when they occur. For awards forfeited before completion of the requisite service period, previously recognized compensation cost is reversed in the period the award is forfeited. Income Taxes The Company accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are determined base d on the differences between the financial reporting and tax bases of assets and liabilities with consideration given to net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse. The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. The Company adopted Accounting Standards Update (“ASU”) No. 2015-17, non-current The Company recognizes and measures uncertain tax positions using a two-step , including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of the audit, and effective settlement of audit issues. Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share calculations are presented in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic No. 260 Earnings per Share and are calculated on the basis of the weighted average number of common shares outstanding during the period. Diluted per share calculations includes the dilutive effect of common stock equivalents in years with net income. As the Company has reported net losses for all periods presented, all potentially dilutive securities are antidilutive and, accordingly, basic net loss per share equals diluted net loss per share. Revenue Recognition On January 1, 2020, the Company adopted the requirements of Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”). ASC 606 establishes a principle for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The adoption of ASC 606 also requires the adoption of ASC Subtopic 340-40, Other Assets and Deferred Costs-Contracts with Customers, which provides for the deferral of certain incremental costs of obtaining a contract with a customer. Collectively, references to ASC 606 used herein refer to both ASC 606 and Subtopic 340-40. The core principle of ASC 606 is to recognize revenue to depict the transfer of promised goods or services to clients in an amount that reflects the consideration the entity expects to be entitled in exchange for those goods or services. This principle is achieved through applying the following five-step approach: • Identification of the contract, or contracts, with a client. • Identification of the performance obligations in the contract. • Determination of the transaction price. • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation. Segment Reporting The Company operates as one operating segment as it only reports financial information on an aggregate basis to the Chief Executive Officer, its chief operating decision maker, who regularly reviews financial operating results for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable for operations, operating results, and plans for components or types of products or services below the unit level. As of December 31, 2022, all long-lived assets were in the United States. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, leases and disclosing key information about leasing arrangements. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, and ASU No. 2018-11, Leases (Topic 842), Targeted Improvements, which affect certain aspects of the previously issued guidance. In December 2018, the FASB issued ASU No. 2018-20, Narrow-Scope Improvements for Lessor, Leases (Topic 842), which provides guidance on sales tax and other taxes collected from lessees. In December 2019, the FASB issued ASU No. 2019-01, Codification Improvements to Topic 842, Leases, which affect certain aspects of the previously issued guidance. Amendments include an additional transition method that allows entities to apply the new standard on the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings, as well as a new practical expedient for lessors. The Company’s of this new standard on did t have a material impact on our financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). year-to-date step-up adoption of this new standard on January 1, 2021 did no t have a material impact on our financial statements. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (ASC 470-20) Contracts in Entity’s Own Equity (ASC 815-40) . ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU 2020-06 is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in GAAP. This ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its financial statements. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. | |
Description of Business and Summary of Significant Accounting Policies | Note 1. Description of Business and Summary of Significant Accounting Policies Description of Business The Company’s mission is to advance human health through the power of behavior change. Better Therapeutics, Inc. (the “Company” or “Better”), a Delaware corporation, is a prescription digital therapeutics (“PDT”) company developing U.S Food and Drug Administration (“FDA”) regulated cognitive behavioral therapy (“CBT”) that is accessed via an app on a patient’s smartphone to address the root causes of cardiometabolic diseases (“CMDx”). The Company’s clinically validated PDTs are intended to be prescribed by physicians and reimbursed by payers like traditional medicines. The mechanism of action embedded in its PDTs is a novel form of CBT developed by Better Therapeutics, targeting the specific behaviors that cause and contribute to the progression of the diseases it seeks to treat. The CBT delivered by its PDTs is designed to enable changes in neural pathways of the brain so that lasting changes in behavior become possible. The Company’s first commercial product, AspyreRxTM (formerly BT-001), was authorized by the FDA to treat Type 2 Diabetes (“T2D”), in July 2023 and launched commercially in October 2023. AspyreRx is the first FDA-authorized digital behavioral therapeutic delivering CBT for the treatment of a cardiometabolic disease. The Company’s pipeline also includes programs for the treatment of hypertension, hyperlipidemia, Metabolic Dysfunction-Associated Steatotic Liver Disease (“MASLD”), Metabolic Dysfunction-Associated Steatohepatitis (“MASH”) and chronic kidney disease. Founded in 2015, the Company is led by executives that have track records of building multi-billion dollar businesses and extensive industry experience in developing and commercializing therapeutics and medical devices. AspyreRx is a prescription-only digital treatment indicated to provide cognitive behavioral therapy to patients 18 years or older with T2D. The device targets behavior to aid in the treatment of T2D adjunctively with standard-of-care de novo standard-of-care in-line In September 2023, the Company completed enrollment in its real-world evidence studies to evaluate the long-term effectiveness and healthcare utilization changes associated with the use of AspyreRx for the treatment of T2D. The randomized, controlled, multi-site studies enrolled patients for a treatment period of at least 12 months. Change in A1c and healthcare resource utilization will be evaluated and compared to standard of care. The study seeks to provide payers and providers with long-term data related to usage and outcomes in a real-world like setting. The Company also achieved positive top-line the 100 billion in direct medical costs annually. Because of the significant unmet medical need, the Company intends to submit a request to the FDA for Breakthrough Device Designation for its investigational CBT-based The Company has combined medical, behavioral and data sciences to develop a clinically validated software-based therapeutics platform targeting behavioral change at scale. The Company’s platform allows for the creation of multiple PDTs that are designed to treat patients with CBT, delivered digitally via an app, to address the underlying causes of CMDx. AspyreRx and its other PDTs, if authorized by the FDA, are intended to be prescribed by physicians and reimbursed by health insurance providers. The Company is a remote, “fully distributed” company, and does not have offices. Financings On April 6, 2023, the Company entered into a Securities Purchase Agreement with certain investors pursuant to which it issued and sold an aggregate of 7,878,786 shares of its common stock to such investors, for an aggregate purchase price of approximately $ 6.5 million in private placement (the “April Private Placement”). The April Private Placement closed on April 10, 2023 . On July 25, 2023, the Company entered into a Securities Purchase Agreement with certain investors pursuant to which it issued and sold 2,897,654 shares of its common stock for an aggregate purchase price of $ 2.1 million in a private placement (the “July Private Placement”). The July Private Placement closed on July 27, 2023 . On July 25, 2023, the Company also entered into a Securities Purchase Agreement with a single investor pursuant to which it issued and sold 3,859,649 shares of its common stock for an aggregate purchase price of $ 2.2 million in a registered direct offering (the “July Registered Direct Offering”). The July Registered Direct Offering closed on July 27, 2023 . The Company used the net proceeds from the April Private Placement, July Private Placement and July Registered Direct Offering to support the execution of key milestones, including commercial launch of the FDA authorized AspyreRx. “At-the-Market” On May 11, 2023, the Company entered into an ATM Sales Agreement (the “Sales Agreement”) with Virtu Americas LLC (“Virtu”) pursuant to which the Company may issue and sell up to an aggregate amount of $ 6.9 million in shares of its common stock (the “ATM Shares”) from time to time, at its discretion, through Virtu as its sales agent or principal. Subject to the terms of the Sales Agreement, Virtu may sell the ATM Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended the (“Securities Act”), including, without limitation, sales made through the Nasdaq Capital Market or on any other existing trading market for the Company’s common stock. The Company may sell the ATM Shares in amounts and at times to be determined by the Company from time to time subject to the terms and conditions of the Sales Agreement, but it has no obligation to sell any ATM Shares under the Sales Agreement. The Company or Virtu may suspend or terminate the offering upon notice to the other party and subject to other conditions. In July 2023, the Company issued and sold 2,023,583 shares of its common stock in “at-the-market” 2.4 million. The Company used the net proceeds from the July ATM sales to support the execution of key milestones, including commercial launch of the FDA authorized AspyreRx. On July 25, 2023, the Company delivered written notice to Virtu that it was suspending and terminating the prospectus related to the common stock issuable pursuant to the terms of the Sales Agreement. In August 2023, the Company filed a new ATM prospectus supplement related to the ATM shares. As a result, the Company may issue and sell up to an aggregate of $ 3.5 million in ATM Shares from time to time pursuant to the Sales Agreement. Basis of Presentation The financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary for fair presentation have been included. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ended December 31, 2023. Accordingly, these interim financial statements should be read in conjunction with the audited financial statements and accompanying notes for the years ended December 31, 2022 and 2021. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of the extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of this extended transition period and, as a result, it does not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies until required by private company accounting standards. Nasdaq Delisting Notice On April 5, 2023, the Company received a deficiency letter (the “April Letter”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it was not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. The April Letter further noted that as of its date, the Company did not have a market value of listed securities of $35 million, or net income from continued operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years, the alternative quantitative standards for continued listing on the Nasdaq Capital Market. In accordance with Nasdaq rules, the Company was provided 45 calendar days, or until May 19, 2023, to submit a plan to regain compliance (the “Compliance Plan”), with an extension of 180 calendar days to evidence compliance with the Stockholders’ Equity Requirement if the Compliance Plan is acceptable to the Staff. On April 24, 2023, the Company received a letter from Nasdaq notifying the Company that it had regained compliance with Nasdaq’s continued listing standards by demonstrating compliance with Nasdaq’s alternative standard of market value of listed securities in excess of $ million under Nasdaq Listing Rule 5550(b)(2) and that the matter was closed. On June 16, 2023 the Company received deficiency letters (the “June Letters”) from the Staff notifying the Company that it was not in compliance with the minimum bid price requirement and the market value of listed securities requirement for continued listing on the Nasdaq Capital Market. The June Letters noted that, as of their date, the bid price of the Company’s common stock was below $ 1 per share and the Company’s market value of listed securities was below $35 million, in each case for 30 consecutive business days. In accordance with Nasdaq rules, the Company has been provided 180 calendar days, or until December 13, 2023, to regain compliance. The June Letters are only a notification of deficiency, not of imminent delisting, and have no current effect on the listing or trading of the Company’s securities on the Nasdaq Capital Market. Liquidity and Capital Resources The Company has been in the development stage and its activities have consisted principally of raising capital, performing research and development and preparing for the commercial launch of AspyreRx. Since inception the Company has incurred significant losses from operations. As of September 30, 2023, the Company had cash of $ 6.6 million and an accumulated deficit of $ 134.3 million. In April 2023, the Company completed a private placement of shares of the Company’s common stock for an aggregate purchase price of $ 6.5 million. In July 2023, the Company issued and sold 2,023,583 shares of its common stock in “at-the-market” 2.4 million. Also in July 2023, the Company issued and sold 2,897,654 shares of common stock in a private placement for an aggregate purchase price of $ 2.1 million and issued and sold 3,859,649 shares of common stock in a registered direct offering for an aggregate purchase price of $ 2.2 million. In October 2023 the Company issued and sold 6,825,411 shares of its common stock in “at-the-market” 2.9 million (See Note 10). The Company incurred a net loss of $ 22.8 million and used $ 19.7 million of cash in operating activities during the nine months ended September 30, 2023. The Company’s primary use of cash is to fund operating expenses, which predominantly relate to the commercial launch of AspyreRx and general and administrative expenses. Cash used to fund operating expenses is impacted by the timing of when the Company pays these expenses, as reflected in the change in its outstanding accounts payable and accrued expenses. The Company has incurred negative cash flows from operating activities and investing activities and significant losses from operations in the past. The Company expects to incur substantial expenses in the foreseeable future for the development and commercialization of its product candidates, ongoing internal research and development programs and general and administrative activities. At this time, the Company cannot reasonably estimate the nature, timing or aggregate amount of costs for its development, commercialization, internal research and development programs and general and administrative activities. However, in order to complete its planned product development, and to complete the process of obtaining regulatory authorization or clearance for future product candidates, as well as to build the sales, marketing and distribution infrastructure that it believes will be necessary to commercialize AspyreRx and its future product candidates, if approved, the Company will require substantial additional funding in the future. Under its current operating plan and taking into account the proceeds raised under its ATM program in October 2023, the Company believes it has sufficient capital to fund its operations into the first quarter of 2024. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company plans to seek additional funding through various financing sources, including the sale of its equity and/or debt securities, and it is exploring other non-dilutive options. If the Company is unable to obtain additional funding, or if it is unable to raise additional capital in sufficient amounts or on terms acceptable to it, the Company may have to significantly delay, reduce or terminate its product development programs or plans for commercialization. The Company could also be required to limit or terminate its operations, make reductions in its workforce, discontinue its development programs, liquidate all or portion of its assets or pursue other strategic alternatives. Significant Risks and Uncertainties The Company is subject to those risks common in its industry and also those risks common to early-stage companies including, but not limited to, the possibility of not being able to successfully develop or market its products, technological obsolescence, competition, dependence on key personnel, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. At this time, there remains uncertainty relating to the effects of the COVID-19 pandemic and economic and political developments, including the conflicts in Ukraine and Israel, rising interest rates and high inflation, and the impact of related responses. Any impact on the Company’s business, results of operations and financial condition will largely depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the duration of the pandemic, business disruptions and the ultimate impact of public health events and economic and political developments on financial markets and the global economy. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. The estimates and assumptions used in the accompanying financial statements are based upon management’s evaluation of the relevant facts and circumstances. Such estimates, judgments, and assumptions include estimated costs for capitalized internal-use software, fair values of stock-based awards and valuation allowance for deferred tax assets. Actual results could be different from these estimates. To the extent there are material differences between these estimates, judgments, or assumptions and actual results, the Company’s financial statements will be affected. Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share calculations are presented in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic No. 260 Earnings per Share and are calculated on the basis of the weighted average number of common shares outstanding during the period. Diluted per share calculations include the dilutive effect of common stock equivalents in years with net income. As the Company has reported net losses for all periods presented, all potentially dilutive securities are antidilutive and, accordingly, basic net loss per share equals diluted net loss per share. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (ASC 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (ASC 815-40). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU 2020-06 is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in GAAP. This ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company does not expect ASU 2020-06 to have an impact on its financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combination On April 6, 2021, the Company entered into a merger agreement (the “Merger Agreement”) with Mountain Crest Acquisition Corp. II, (“MCAD”), a special purpose acquisition company. In connection with the merger agreement, MCAD entered into subscription agreements (the “Subscription Agreements”) dated as of April 6, 2021 , with certain institutional and accredited investors (the “PIPE Investors”), pursuant to which, among other things, MCAD agreed to issue and sell, in a private placement immediately prior to the closing of the Business Combination, an aggregate of 5.0 million shares of Common Stock for $ 10.00 per share (the “PIPE Shares”). On October 28, 2021, pursuant to the terms of the Merger Agreement, MCAD merged with and into former Better Therapeutics, Inc, (“Legacy BTX”), with Legacy BTX surviving as a wholly owned subsidiary of MCAD with the new name Better Therapeutics, Inc. (the “Business Combination”). The Company raised $ 59 million in funding upon the completion of the merger with MCAD. Under the merger Agreement, MCAD acquired all of the outstanding shares of Legacy BTX in exchange for 15.2 million shares of MCAD. In connection with the merger, MCAD was renamed Better Therapeutics, Inc. The Company accounted for the Business Combination as a reverse recapitalization, which is the equivalent of Legacy BTX issuing stock for the net assets of MCAD, accompanied by a recapitalization, with MCAD treated as the acquired company for accounting purposes. The determination of MCAD as the “acquired” company for accounting purposes was primarily based on the fact that subsequent to the Business Combination, Legacy BTX had a majority of the voting power of the combined company, Legacy BTX would comprise all of 0.9475 . In connection with the Business Combination, the Company incurred underwriting fees and other costs considered direct and incremental to the transaction totaling $ 16.7 million consisting of legal, accounting, financial advisory and other professional fees. PIPE Financing (Private Placement) Concurrent with the execution of the Business Combination Agreement, The Company entered into subscription agreements with MCAD. Pursuant to the Subscription Agreements, each PIPE Investor subscribed for and purchased, and MCAD issued and sold to such investors, an aggregate of 5,000,000 shares of MCAD’s common stock for a purchase price of $ 10.00 per share, for aggregate gross proceeds of $ 50.0 million (the “PIPE Financing”). The Company received $ 9.5 million of MCAD cash and cash held in trust for net proceeds of $ 42.8 million. In addition, the Company also assumed $ 43 thousand of prepaid assets and $ 245 thousand of accrued liabilities upon the closing of the Business Combination. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 4. Property and Equipment, net Property and equipment consisted December 31, 2022 2021 Computer, equipment and software $ 178 $ 155 Furniture and fixtures — 155 Property and equipment 178 310 Less: accumulated depreciation (57 ) (228 ) Property and equipment, net $ 121 $ 82 Depreciation expense for the twelve months ended December 31, 2022 and 2021 was $ 58 thousand and $ 62 |
Capitalized Internal Use Softwa
Capitalized Internal Use Software | 12 Months Ended |
Dec. 31, 2022 | |
Research and Development [Abstract] | |
Capitalized Internal Use Software | 5. Capitalized Internal Use Software Capitalized internal use software and accumulated amortization were as follows: December 31, 2022 2021 Gross carrying amount $ 7,718 $ 6,611 Accumulated amortization (3,830 ) (1,534 ) Capitalized internal-use $ 3,888 $ 5,077 The Company has recorded amortization expense related to capitalized internal-use 2.3 million and $ 1.5 million for the twelve months ended December 31, 2022 and 2021 , re y. |
Research and Development Payrol
Research and Development Payroll Tax Credits | 12 Months Ended |
Dec. 31, 2022 | |
Research and Development [Abstract] | |
Research and Development Payroll Tax Credits | 6. Research and Development Payroll Tax Credits As of December 31, 2022 and 2021, the Company had research and development payroll tax credit vab 45 thousand and $ 351 thousand, respectively |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Debt | Note 2. Debt On August 18, 2021, the Company entered into a secured term loan agreement (the “Loan Agreement”) with Hercules Capital, Inc. (“Hercules Capital”) providing for an up to $ 50 million senior secured term loan facility (the “Term Loan Facility”). The Term Loan Facility has a maturity date of August 1, 2025 and is secured by substantially all of the Company’s assets. Payments due for the term loan were interest-only until March 1, 2023 after which principal became payable in equal monthly installments. Interest is payable monthly in arrears. The outstanding principal bears interest at the greater of (a) 8.95 % or (b) 8.95 % plus the prime rate minus 3.25 %. Prepayment of the outstanding principal is permitted under the Loan Agreement and subject to certain prepayment fees. The Company incurred $ 518 thousand of debt issuance costs related to the borrowings under the Loan Agreement. Debt issuance costs are being amortized through the maturity date of the Term Loan Facility and are reported as a direct reduction of long-term debt on the balance sheets. In addition, the Company will be required to pay an end of term charge of the greater of (a) $ 893 thousand and (b) 5.95 % of the aggregate outstanding principal upon repayment of the loan. The Company is accruing this end of term charge over the term of the Term Loan Facility and the accrued balance is reported as a direct addition to the long-term balance on the balance sheets. Amortization expense related to the debt issuance costs and accretion of the end of term charge, are both included in interest expense, net on the accompanying statements of operations and comprehensive loss and totaled $ 285 thousand and $ 281 thousand for the nine months ended September 30, 2023 and 2022, respectively. The Company is permitted to borrow the loans in four tranches based on the completion of certain milestones which include, as set forth more fully in the Loan Agreement: (i) $ 15.0 million upon the closing of the Business Combination (as defined below), (ii) $ 10.0 million when the Company achieves certain positive clinical trial results sufficient to submit a de novo 10.0 million when the Company has received FDA approval for the marketing of AspyreRx for the improvement of glycemic control and initiated a pivotal trial for a new indication in people with type 2 diabetes and received, prior to March 15, 2023, net cash proceeds of at least $ 40.0 million from equity financings, and (iv) $ 15.0 million on or before June 15, 2023, subject to Hercules Capital’s approval. In October 2021, the Company borrowed $ 10.0 million under the Loan Agreement. In May 2022, the Company borrowed $ 5.0 million under the Loan Agreement. The Company did not initiate a second pivotal trial prior to September 15, 2022 that was required under the Loan Agreement, and as a result the associated borrowing is no longer available to the Company. Additionally, the Company did not receive net cash proceeds of at least $ 40 million prior to March 15, 2023 and therefore the associated borrowing is no longer available. As of September 30, 2023 and December 31, 2022, the outstanding debt balance, net of unamortized debt issuance costs and including the accrued end of term charge was $ 14.3 million and $ 14.9 million, respectively. The interest rate was 14.2 % and 13.2 % as of September 30, 2023 and December 31, 2022, and there was $ 167 thousand and $ 168 thousand of accrued interest included in other liabilities on the accompanying balance sheets as of September 30, 2023 and December 31, 2022. On April 5, 2023, the Company entered into the First Amendment (the “Amendment”) to the Loan Agreement with Hercules Capital. The Amendment provides for a cessation of amortization payments under the Loan Agreement until August 1, 2023 or, if certain benchmarks are hit, November 1, 2023. The Amendment also provides a security interest in the intellectual property of the Company and its subsidiaries which is required to be released by Hercules Capital on the achievement of certain benchmarks. Additionally, the Amendment waives the prepayment penalty under the Loan Agreement for any prepayment in full prior to December 31, 2023. As of July 10, 2023, with the FDA authorization of AspyreRx, the Company met the requirements for the cessation of amortization payments under the Loan Agreement until November 1, 2023. The Loan Agreement contains customary representations, warranties, financial and non-financial subjective acceleration clause is invoked, the outstanding principal, interest, end of term charge and prepayment penalty would become payable on demand by the lender. The lender has not invoked any of the subjective acceleration clauses as of the date of issuance of these financial statements. As disclosed in Note 1, the Company’s liquidity and capital resource issues could lead to the failure of a financial covenant in the year ending December 31, 2023 without additional funding. | 8. Debt On May 9, 2020 (the “Origination Date”), the Company received $ 640 in aggregate loan proceeds (the “PPP Loan”) from Celtic Bank Corporation (the “Lender”) pursuant to the Paycheck Protection Program established under the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”). Payments of principal and interest were deferred for the first ten months following the Origination Date, and the PPP Loan would mature in two years after the Origination Date. The PPP Loan bore interest at 1 %. On December 30, 2020, the Company applied for loan forgiveness under the CARES Act and received approval of loan forgiveness in May 2021. As a result, the Company has recorded a gain on loan forgiveness on the statements of operations and comprehensive loss and removed the balance from long-term debt on the balance sheet. The gain recognized totaled $ 647 , represented the principal balance and accrued interest at the date of forgiveness. On August 18, 2021, the Company entered into a secured term loan agreement (the “Loan Agreement”) with Hercules Capital, Inc. (“Hercules Capital”) providing for an up to $ 50 million senior secured term loan facility (the “Term Loan Facility”). The Term Loan Facility has a maturity date of August 1, 2025 , which can be extended to February 1, 2026 , and is secured by substantially all of the Company’s assets. Payments due for the term loan are interest-only until March 1, 2023 (subject to extension to September 1, 2023 or September 1, 2024 upon the achievement of certain milestones), after which principal shall be repaid in equal monthly installments. Interest is payable monthly in arrears. The outstanding principal bears interest at the greater of (a) 8.95 % or (b) 8.95 % plus the prime rate minus 3.25 %. Prepayment of the outstanding principal is permitted under the Loan Agreement and subject to certain prepayment fees. The Company incurred $ 518 thousand of debt issuance costs related to the borrowings under the Loan Agreement. Debt issuance costs are being amortized through the maturity date of the Term Loan Facility and are reported as a direct reduction of long-term debt on the balance sheets. In addition, the Company will be required to pay an end of term charge of the greater of (a) $ 893 and (b) 5.95 % of the aggregate outstanding principal upon repayment of the loan. The Company is accruing this end of term charge over the term of the Term Loan Facility and the accrued balance is reported as a direct addition to the long-term balance on the balance sheets. Amortization expense related to the debt issuance costs and accretion of the end of term charge, are both included in interest expense, net on the accompanying statements of operations and comprehensive loss and totaled $ 376 thousand and $ 23 thousand for the twelve months ended December 31, 2022 and 2021, respectively. The Company is permitted to borrow the loans in four tranches based on the completion of certain milestones which include, as set forth more fully in the Loan Agreement: (i) $ 15.0 million upon the closing of the Business Combination, (ii) $ 10.0 million when the Company achieves de-novo BT-001 10.0 million when the Company has received FDA approval for the marketing of BT-001 40.0 million from equity financings, and (iv) $ 15.0 million on or before June 15, 2023, subject to Hercules Capital’s approval. In October 2021, the Company borrowed $ 10.0 million under the Loan Agreement. In May 2022, the Company borrowed $ 5.0 million under the Loan Agreement. The Company did not initiate a second pivotal trial prior to September 15, 2022 that was required under the Loan Agreement, and as a result the associated borrowing is no longer available to the Company. As of December 31, 2022 and 2021, the outstanding debt balance, net of unamortized debt issuance costs and including the accrued end of term charge was $ 10.3 million and $ 9.5 million, respectively. The interest rate was 13.2 % and 8.95 % as of December 31, 2022 and 2021, and there was $ 168 thousand and $ 77 thousand of accrued interest included in other liabilities on the accompanying balance sheets as of December 31, 2022 and 2021, respectively. The Loan Agreement contains customary representations, warranties, financial and non-financial Future payments on long-term debt as of December 31, 2022 are as follows: Fiscal year ending December 31, Amount 2023 4,532 2024 6,023 2025 4,445 Total debt 15,000 Less current portion long-term debt (4,532 ) Less unamortized debt issuance costs (360 ) Accrued end of term charge 240 Total long-term debt, net of current portion and debt issuance costs $ 10,348 |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
Accrued Liabilities | Note 3. Accrued Liabilities September 30, December 31, Due to service providers $ 1,753 $ 1,335 Due to professionals 238 506 Financed insurance — 963 Accrued interest 167 168 Other — 654 Other accrued liabilities $ 2,158 $ 3,626 | 7. Accrued Liabilities December 31, 2022 2021 Due to service providers $ 1,335 $ 878 Due to professionals 506 542 Financed insurance 963 361 Accrued interest 168 77 Other 654 — Other accrued liabilities $ 3,626 $ 1,858 |
SAFE Agreements
SAFE Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Simple Agreements For Future Equity Disclosure [Abstract] | |
SAFE Agreements | 9. SAFE Agreements Beginning in 2020, the Company issued Simple Agreements for Future Equity (“SAFEs”) to fund its operations. The SAFEs included a provisio n control, the occurrence of which is outside the control of the Company. Therefore, the SAFEs were classified as marked-to-market The fair value of the Company’s SAFE agreements was based on significant inputs not observable in the market which caused the instruments to be classified as Level 3 measurement within the fair value hierarchy. During the year ended December 31, 2021, the SAFEs were marked to fair value resulting in a change in fair value reported as a loss of $ 10.4 million. On October 28, 2021, in connection with the Business Combination |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | 10. Shareholders’ Deficit Common Stock On October 28, 2021 in connection with the Business Combination all existing outstanding shares of common stock of Legacy BTX were exchanged for new shares of common stock of the Company at a conversion ratio of 0.9475 % with a par value of $ 0.0001 per share. The Company accounted for the Business Combination as a reverse capitalization, and as a result the conversion of common shares was presented as of the earliest period presented with 11,146,510 shares of common stock issued and outstanding as of December 31, 2020. The number of shares of common stock issued and outstanding as of December 31, 2022 and 2021 was 23,851,022 and 23,602,718 , respectively. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4. Fair Value Measurements The carrying value of the Company’s financial instruments, including cash equivalents, accounts payable, accrued liabilities and notes payable approximates fair value due to their short-term nature. The Company’s investment portfolio consists of money market funds, which are carried at fair value. The Company has determined the carrying value to be equal to the fair value and has classified these investments as Level 1 financial instruments. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Shareholders | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net Loss Per Share Attributable to Common Shareholders | Note 5. Net Loss Per Share Attributable to Common Stockholders The following table sets forth the computation of basic and diluted loss (in thousands, except for share and per share amounts): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net loss $ (5,862 ) $ (11,405 ) $ (22,808 ) $ (30,995 ) Weighted-average common stock outstanding 38,505,212 23,739,731 31,250,175 23,667,335 Less: weighted-average shares of common stock subject to vesting (10,062 ) (46,577 ) (36,082 ) (134,045 ) Weighted-average shares of common stock outstanding used in the calculation of basic and diluted net loss per share attributable to shareholders 38,495,150 23,693,154 31,214,093 23,533,290 Loss per share attributable to common shareholders, basic and diluted $ (0.15 ) $ (0.48 ) $ (0.73 ) $ (1.32 ) As of September 30, 2023 and 2022 potentially dilutive securities of and have been excluded from the computation of diluted weighted average shares outsta nd | 11. Net Loss Per Share Attributable to Common Stockholders The following table sets forth the computation of basic and diluted loss (in thousands, except for share and per share amounts): Year Ended December 31, 2022 2021 Net Loss $ (39,760 ) $ (40,335 ) Weighted-average number of shares of common stock outstanding 23,695,503 13,351,866 Less: weighted-average shares of common stock subject to vesting (137,657 ) (369,394 ) Weighted-average shares of common stock outstanding used in the calculation of basic and diluted net loss per share attributable to shareholders 23,557,846 12,982,472 Net Loss per share, basic and diluted $ (1.69 ) $ (3.11 ) As of December 31, 2022 and 2021 3,999,223 and 1,476,475 potentially dilutive stock options have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Share-Based Compensation | Note 6. Share-Based Compensation In August 2020, the Company adopted the Better Therapeutics Inc. 2020 Stock Option and Grant Plan (the “2020 Plan”) to grant equity-based incentives to officers, directors, consultants and employees. The equity-based incentives include Incentive Stock Options, Non-Qualified 903 thousand shares of the Company’s common stock have been reserved for issuance pursuant to the 2020 plan. Following the closing of the Company’s business combination with Mountain Crest Acquisition Corp. II (the “Business Combination”), no further shares have been issued under the 2020 Plan. In October 2021, the Company adopted the Better Therapeutics Inc. 2021 Stock Option and Incentive Plan (the “2021 Plan”) to grant equity based incentives to officers, directors, consultants and employees. The equity-based incentives include, Incentive Stock Options, Non-Qualified 3.6 million shares of common stock were initially reserved for issuance. Additionally, on each January 1 beginning January 1, 2022, the number of shares of common stock reserved and available for issuance under the 2021 Plan will be automatically increased by five percent (5 %) of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or such lesser number of shares as approved by the Administrator of the 2021 Plan. As of September 30, 2023, the Company had a total of 1.9 million shares reserved for issuance under the 2021 Plan. In October 2021, the Company adopted the Better Therapeutics, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) to provide eligible employees with opportunities to purchase shares of the Company’s common stock. A total of 280 thousand shares of common stock were initially reserved for issuance. Additionally, on each January 1 beginning January 1, 2021, the number of shares of common stock reserved for issuance under the ESPP will be automatically increased by the lesser of (i) 560 thousand shares of common stock, (ii) one percent (1 %) of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (iii) such lesser number of shares of common stock as determined by the Administrator of the ESPP. As of September 30, 2023, the Company had a total of 501 thousand shares reserved for issuance under the ESPP. In November 2022, the Company adopted the Better Therapeutics, Inc 2022 Inducement Plan (the “Inducement Plan”) to grant equity awards to prospective officers and employees who are not currently employed by the Company. The equity-based incentives include non-qualified 600 thousand shares of common stock have been initially reserved for issuance under the Inducement Plan. As of September 30, 2023, the Company had a total of 400 thousand shares reserved for issuance under the Inducement Plan. Stock Options Stock options are exercisable for periods not to exceed 10 years , and vest and contain such other terms and conditions as specified in the applicable award document. Stock options granted with service conditions generally vest over four years with 25 % of the option shares vesting one year from the vesting commencement date and then ratably on a monthly basis over the following 36 months. The Company has also issued options with performance-based and market-based vesting conditions. Stock option activity for the periods presented is as follows (in thousands, except share and per share data): Options Outstanding Shares Weighted- Weighted Aggregate Balance as of December 31, 2022 3,999,223 $ 3.95 9.3 $ 64 Granted 984,560 1.07 Exercised (1,544 ) 0.50 Forfeited (583,154 ) 4.19 Balance as of September 30, 2023 4,399,085 $ 3.28 8.3 $ 0 Aggregate intrinsic value represents the difference between the exercise price and the fair value of the shares underlying common stock. The weighted-average grant date fair value of stock options granted to employees during the nine months ended September 30, 2023, was $ 0.49 per share. As of September 30, 2023, total unrecognized compensation expense related to unvested stock options was $ 2.1 million which is expected to be recognized over a weighted-average period of 4.84 years. The fair value of each option award granted is estimated on the grant date. The grant date fair value of options with service and performance-based vesting conditions is determined using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, and the dividend yield of our common stock. The assumptions used to determine the fair value of the option awards represent the Company’s best estimates. These estimates involve inherent uncertainties and the application of our judgment. The related stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the awards, which is generally four years . The Black-Scholes option pricing model assumptions used in evaluating our awards to employees are as follows: Nine Months Expected Term (Years) 6.02 Expected Volatility 41 % Risk-free interest rate 4.09 % Dividend Yield — In July 2022, the Company granted options with performance-based vesting conditions to the Company’s new Chief Executive Officer (“CEO”), which entitled the CEO the right to purchase shares of common stock upon achievement of the Company’s common stock reaching specified market prices for consecutive 90 day periods, the achievement of certain revenue and/or other targets as defined in the award agreements. The performance-based market awards consist of two separate specified award values that vest upon achievement of applicable performance goals, which can result in a vesting range of up to 1.85 million shares in the aggregate. As of September 30, 2023, the performance-based conditions for the awards to the CEO have not been met. The related stock-based compensation expense is being recognized over a remaining period of 7.3 years. Restricted Stock During the nine months ended September 30, 2023, 23 thousand shares of common stock vested and converted into unrestricted common stock. As of September 30, 2023 there were 7 thousand shares of restricted stock outstanding. Total stock-based compensation expense for time-based restricted stock of $ 2 thousand is expected to be recognized on a straight-line basis over approximately the next 3 months for the unvested restricted stock outstanding as of September 30, 2023. Restricted Stock Units In April 2023, the Company issued time-based restricted stock units (“RSUs”) that vest in 2 equal annual installments. RSU activity for the periods presented is as follows: Restricted Stock Balance as of December 31, 2022 — Granted 822,700 Vested — Forfeited (113,200 ) Balance as of September 30, 2023 709,500 For the nine months ended September 30, 2023, the Company recognized $ 0.2 million in restricted stock compensation expense. Unamortized compensation costs of $ 0.5 million is being recognized over a weighted average term of 1.48 years. The weighted average grant date fair value of the RSUs granted during the nine months ended September 30, 2023 was $ 0.90 per share. Employee Stock Purchase Plan The ESPP enables eligible employees to purchase the Company’s common stock at a price per share equal to the lesser of 85 % of the fair market value of the common stock at the beginning or end of each 24-month four purchase periods. The first offering period commenced on February 15, 2022 . During the nine months ended September 30, 2023, the Company issued 66 thousand shares and recorded $ 159 thousand of expense in connection with the ESPP. Equity-Based Compensation Expense Equity-based compensation expense in the statement of operations is summarized as follows (in thousands): Nine Months Ended 2023 2022 Research and development $ 507 $ 414 Sales and marketing 87 52 General and administrative 721 887 Total equity-based compensation expense $ 1,315 $ 1,353 For the nine months ended September 30, 2023 and 2022, $ 35 thous and 22 thousand of stock based compensation expense was included as part of capitalized internal-use | 12. Share-Based Compensation In August 2020, the Company adopted the Better Therapeutics, Inc. 2020 Stock Option and Grant Plan (the “2020 Plan”) to grant equity-based incentives to officers, directors, consultants and employees. The equity-based incentives include Incentive Stock Options, Non-Qualified In October 2021, the Company adopted the Better Therapeutics OpCo. Inc., 2021 Stock Option and Incentive The equity-based incentives include, Incentive Stock Options, Non-Qualified 3.6 million shares of common stock have been initially reserved for issuance. Additionally, on January 1, 2022 and each January 1 thereafter, the number of shares of common stock reserved and available for issuance under the 2021 Plan shall be cumulatively increased by five percent ( 5 %) of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or such lesser number of shares as approved by the Administrator of the 2021 Plan (the “Annual Increase”). On January 1, 2023 the Company added 1.2 million shares to the plan for a total reserved for issuance of 3.0 million shares. In October 2021, the Company adopted the ESPP to provide eligible employees with opportunities to purchase shares of the Company’s common stock. A total of thousand shares of common stock were initially reserved for issuance. Additionally, on January 1, 2022 and each January 1 thereafter, the number of shares of common stock reserved for issuance under the ESPP shall be cumulatively increased by the lesser of (i) shares of common stock, (ii) one percent 1 %) of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (iii) such lesser number of shares of common stock as determined by the Administrator of the ESPP. On January 1, 2023 the Company added shares to the plan for a total reserved for issuance of shares. In November 2022, the Company adopted the Better Therapeutics, Inc 2022 Inducement Plan (the “Inducement Plan”) to grant equity awards to prospective officers and employees who are not currently employed by the Company. The equity-based incentives include non-qualified 600,000 shares of common stock have been initially reserved for issuance under the Inducement Plan. Stock Options Stock options are exercisable for periods not to exceed 10 years, and vest and contain such other terms and conditions as specified in the applicable award document. Stock options granted with service conditions generally vest over four years with 25 % of the option shares vesting one year from the vesting commencement date and then ratably on a monthly basis over the following 36 months. The Company has also issued options with performance-based and market-based vesting conditions. Stock option activity for the periods presented is as follows: Options Outstanding Shares Weighted- Weighted Aggregate Balance as of December 31, 2021 1,476,475 $ 9.35 9.4 $ 884 Granted 3,595,838 1.88 Exercised (60,520 ) 0.50 Forfeited (1,012,570 ) 4.66 Balance as of December 31, 2022 3,999,223 $ 3.95 9.3 $ 64 Aggregate intrinsic value represents the difference between the exercise price and the fair value of the shares underlying common stock. The weighted-average grant date fair value of stock options granted to employees during the twelve months ended December 31, 2022 and 2021 was $ 0.73 and $ 3.60 per share, respectively. As of December 31, 2022, total unrecognized compensation expense related to unvested stock options was $ million, which is expected to be recognized over a weighted-average period of years. The fair value of each option award granted to employees is estimated on the grant date using the Black- Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of our common stock, risk-free interest rates, and the dividend yield of the Company’s common stock. The assumptions used to determine the fair value of the option awards represent our best estimates. These estimates involve inherent uncertainties and the application of the Company’s judgment. The related stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the awards, which is generally four years . The Black-Scholes option pricing model assumptions used in evaluating our awards to employees are as follows: Year Ended Year Ended Expected Term (Years) 6.09 6.02 Expected Volatility 41.0 % 42.0 % Risk-free interest rate 2.74 % 1.22 % Dividend Yield — — In July 2022, the Company granted options with performance-based vesting conditions to the Company’s new Chief Executive Officer (“CEO”), which entitle the CEO with the right to purchase shares of common stock upon achievement of the Company’s common stock reaching specified market prices for consecutive 90 day periods, the achievement of certain revenue and/or other targets as defined in the award agreements. The performance-based market awards consist of two separate specified award values that vest upon achievement of applicable performance goals, which can result in a vesting range of up to 1,850,000 shares in the aggregate. As of December 31, 2022, the performance-based conditions for the awards to the CEO have not been met. The related stock-based compensation expense is being recognized over a period of 8.0 years. The total grant date fair value of performance-based market condition share awards granted during the twelve months ended December 31, 2022 was $ 31 thousand. The estimated fair values of these awards was determined using a Monte-Carlo valuation simulation, with the following most significant assumptions: Year Ended Valuation date stock price 1.68 Valuation date to end of performance period (Years) 10.00 Expected Volatility 38.8 % Risk-free interest rate 2.80 % Dividend Yield — Restricted Stock During the twelve months ended December 31, 2022, 172 thousand shares of common stock vested and converted into unrestricted common stock. During the twelve months ended December 31, 2021 52,263 shares were forfeited and 235,634 shares vested and were converted into unrestricted common stock. As of December 31, 2022 there were 30 thousand shares of restricted stock outstanding. Total stock-based compensation expense for time-based restricted stock of $ 13 thousand is expected to be recognized on a straight-line basis over approximately the next 0.5 years for the unvested restricted stock outstanding as of December 31, 2022. Employee Stock Purchase Plan The ESPP enables eligible employees to purchase the Company’s common stock at a price per share equal to the lesser of 85 % of the fair market value of the common stock at the beginning or end of each 24 month four purchase periods. The first offering period commenced on February 15, 2022 . During the twelve months ended December 31, 2022 the Company issued 187,784 shares and recorded $ 134 thousand of expense in connection with the ESPP. Equity-Based Compensation Expense Equity-based compensation expense in the statement of operations is summarized as follows: Year Ended 2022 2021 Research and development $ 555 $ 250 Sales and marketing (7 ) 6 General and administrative 1,276 390 Total equity-based compensation expense $ 1,824 $ 646 For the twelve months ended December 31, 2022 and 2021, $ 33 thousand and $ 40 thousand of stock based compensation expense was included as part of capitalized internal-use |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 7. Income Taxes The effective tax rate was zero percent for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the Company’s statutory tax rate of 21 %, primarily due to a change in the valuation allowance for deferred assets as of September 30, 2023 and 2022, respectively. | 13. Income Taxes The Company recorded an income tax provision of $7 thousand for the period ended December 31, 2022. The Company recorded an income tax benefit of $153 thousand for period ended December 31, 2021. The Company’s provision for ( benefit December 31, 2022 2021 Current: Federal $ — $ — State 7 (1 ) Total current 7 (1 ) Deferred: Federal — (152 ) State — — Total deferred — (152 ) Total provision for (benefit from) income taxes $ 7 $ (153 ) The reconciliation of federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended 2022 2021 Expected income tax benefit at the federal statutory rate $ (8,421 ) $ (8,502 ) State taxes, net of federal benefit (80 ) (42 ) Research and development credit, net — — Deferred tax true up 14 — Non-deductible 135 2,129 Change in valuation allowance 8,359 6,262 Total $ 7 $ (153 ) Significant components of the Company’s deferred tax assets are summarized as follows: December 31, 2022 2021 Deferred tax assets: Federal and state new operating loss carryforwards $ 12,025 $ 6,844 Research and development tax credits 207 207 Depreciation and amortization 12 25 Stock based compensation 277 55 Section 174 costs 2,613 — Accruals and reserves 394 284 Gross deferred tax assets $ 15,528 7,415 Less Valuation allowance (14,706 ) (6,347 ) Net deferred tax assets $ 822 $ 1,068 Deferred tax liabilities: Capitalized internal use software (822 ) (1,068 ) Net deferred tax liabilities (822 ) (1,068 ) Net deferred tax liability $ — $ — As of December 31, 2022, the Company had $ 56.8 million of federal and $ 3.0 million of state net operating loss carryforwards available to offset future taxable income. Carryforwards for the current period and future years do not expire for federal purposes and begin to expire in 2035 for state purposes. As of December 31, 2022, the Company had federal and state research credit carryforwards of $ 122 thousand and $ 85 thousand, respectively, net of any reserve for uncertain tax positions under ASC 740-10. 2040 while the California research credits carry forward have an indefinite life. Management regularly assesses the ability to realize deferred tax assets recorded based upon the weight of available jurisdiction-by-jurisdiction allowance 8.4 million. The Internal Revenue Code of 1986, as amended (the “Code”), imposes restrictions on the utilization of net operating losses in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses may be limited as prescribed under Section 382 of the Code (“IRC Section 382”). Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50 % over a three-year period. Utilization of the federal and state net operating losses may be subject to substantial annual limitation due to the ownership change limitations provided by the IRC Section 382 and similar state provisions. The Company has not completed a Section 382 analysis; however, based on a preliminary review of information available, other than the NOL attributes that were carried forward from the Business Combination, which are approximately $ 77 thousand at December 31, 2022, the Company does not believe it has experienced an ownership change and therefore none of its tax attributes are currently limited by IRC Section 382 or 383. On March 27, 2020, the CARES Act was passed into law. The CARES Act includes several significant business tax provisions including modification to the taxable income limitation for utilization of net operating losses incurred in 2019 and 2020, an increase to the limitation on deductibility of certain business interest expense, bonus depreciation for purchases of qualified improvement property and special deductions on no impact to its income tax provision for the year ended December 31, 2020. Uncertain Tax Positions The Company is required to inventory, evaluate, and measure all uncertain tax positions taken or to be taken on tax returns and to record liabilities for the amount of such positions that may not be sustained, or may only partially be sustained, upon examination by the relevant taxing authorities. The following is a summary of the changes in the Company’s gross unrecognized tax benefits: Balance as of December 31, 2021 $ 77 Increase related to tax position taken — Balance as of December 31, 2022 $ 77 As of December 31, 2021, the total amount of gross unrecognized tax benefits was $ 77 thousand, which, if recognized, would not have an impact on the Company’s effective tax rate, due to the valuation allowance. The Company estimates that there will be no material changes in its uncertain tax positions in the next 12 months. The Company’s policy is to include interest and penalties related to unrecognized tax benefits as a component of income tax expense. There are no interest and penalties recognized in the statement of operations for the year ended December 31, 2022. The Company files federal and state income tax returns in the U.S. For U.S. federal and state income tax purposes, the statute of limitations currently remains open for all years due to our NOL carryforwards. The Company any |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 8. Commitments and Contingencies From time to time, the Company becomes involved in claims, vendor disputes and other legal matters arising in the ordinary course of business. The Company investigates these claims as they arise. Although claims are inherently unpredictable, the Company is currently not aware of any matters that, if determined adversely to it, would individually or taken together have a material adverse effect on our business, results of operations, financial position or cash flows. The Company records liabilities for legal and other contingencies when losses are probable and estimable. As of September 30, 2023, the Company has an estimated accrued liability of $ 1.1 million related to a disputed change order with one of its vendors. This accrual is based on management’s estimate of probable outcome, however the amount remains in dispute and could ultimately exceed the amount presently accrued. The Company enters into agreements in the normal course of business with various vendors, which are generally cancelable upon notice. Payments due upon cancellation consist only of payments for services provided or expenses incurred, including non-cancellable | 14. Commitments and Contingencies From time to time, the Company becomes involved in claims, vendor disputes and other legal matters arising in the ordinary course of business. The Company investigates these claims as they arise. Although claims are inherently unpredictable, the Company is currently not aware of any matters that, if determined adversely to it, would individually or taken 1.1 million related to a disputed change order with one of its vendors. The Company enters into agreements in the normal course of business with various vendors, which are generally cancelable upon notice. Payments due upon cancellation consist only of payments for services provided or expenses incurred, including non-cancellable obligations of service providers, up to the date of cancellation. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Related Party Transactions In March 2021, Andy Armanino, the former chief executive of officer of Armanino LLP and close relative to the current chief executive officer of Armanino LLP joined the Company’s board of directors. The Company used Armanino LLP for tax, valuation, and outsourced accounting services. During the twelve months ended December 31, 2022 and 2021 the Company zero and $ 36 thousand in fees related to these services, respectively. |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Note 9. Restructuring On March 23, 2023, the Company announced a reduction in workforce of approximately 35 % of its employees and other cost saving initiatives as part of a cost reduction initiative to improve its cash runway and focus on the long-term success of the Company. Cash disbursements for expenses associated with the restructuring were substantially completed in the second quarter of 2023. Additionally, during the three months ended September 30, 2023, the Company reduced a previously recorded payroll accrual of $ 1.5 million related to expenses incurred in 2022 as management determined this payroll accrual would not be paid. The following table provides a summary related to the Company’s restructuring activity, recorded in accrued payroll on the accompanying balance sheets, as of September 30, 2023: Employee Severance and Balance at December 31, 2022 $ — Charges 430 Payments (430 ) Balance at September 30, 2023 $ — |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 10. Subsequent Events In October 2023, the Company issued and sold 6,825,411 shares of its common stock in “at-the-market” 2.9 million. The Company intends to use the proceeds to support the commercial launch of the FDA authorized AspyreRx. On October 16, 2023 the Company announced the commercial launch of AspyreRx. On October 30, 2023, the Company’s stockholders approved a proposed amendment to the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding common stock at a ratio of not less than 1-for-10 1-for-25 | 16. Subsequent Events On March 23, 2023 Company announced a reduction in workforce of approximately 35 % of its employees and other cost saving initiatives as part of a cost reduction initiative to improve 400 thousand in cash-based expenses related to severance and benefits in the second quarter |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Description of Business | Description of Business The Company’s mission is to advance human health through the power of behavior change. Better Therapeutics, Inc. (the “Company” or “Better”), a Delaware corporation, is a prescription digital therapeutics (“PDT”) company developing U.S Food and Drug Administration (“FDA”) regulated cognitive behavioral therapy (“CBT”) that is accessed via an app on a patient’s smartphone to address the root causes of cardiometabolic diseases (“CMDx”). The Company’s clinically validated PDTs are intended to be prescribed by physicians and reimbursed by payers like traditional medicines. The mechanism of action embedded in its PDTs is a novel form of CBT developed by Better Therapeutics, targeting the specific behaviors that cause and contribute to the progression of the diseases it seeks to treat. The CBT delivered by its PDTs is designed to enable changes in neural pathways of the brain so that lasting changes in behavior become possible. The Company’s first commercial product, AspyreRxTM (formerly BT-001), was authorized by the FDA to treat Type 2 Diabetes (“T2D”), in July 2023 and launched commercially in October 2023. AspyreRx is the first FDA-authorized digital behavioral therapeutic delivering CBT for the treatment of a cardiometabolic disease. The Company’s pipeline also includes programs for the treatment of hypertension, hyperlipidemia, Metabolic Dysfunction-Associated Steatotic Liver Disease (“MASLD”), Metabolic Dysfunction-Associated Steatohepatitis (“MASH”) and chronic kidney disease. Founded in 2015, the Company is led by executives that have track records of building multi-billion dollar businesses and extensive industry experience in developing and commercializing therapeutics and medical devices. AspyreRx is a prescription-only digital treatment indicated to provide cognitive behavioral therapy to patients 18 years or older with T2D. The device targets behavior to aid in the treatment of T2D adjunctively with standard-of-care de novo standard-of-care in-line In September 2023, the Company completed enrollment in its real-world evidence studies to evaluate the long-term effectiveness and healthcare utilization changes associated with the use of AspyreRx for the treatment of T2D. The randomized, controlled, multi-site studies enrolled patients for a treatment period of at least 12 months. Change in A1c and healthcare resource utilization will be evaluated and compared to standard of care. The study seeks to provide payers and providers with long-term data related to usage and outcomes in a real-world like setting. The Company also achieved positive top-line the 100 billion in direct medical costs annually. Because of the significant unmet medical need, the Company intends to submit a request to the FDA for Breakthrough Device Designation for its investigational CBT-based The Company has combined medical, behavioral and data sciences to develop a clinically validated software-based therapeutics platform targeting behavioral change at scale. The Company’s platform allows for the creation of multiple PDTs that are designed to treat patients with CBT, delivered digitally via an app, to address the underlying causes of CMDx. AspyreRx and its other PDTs, if authorized by the FDA, are intended to be prescribed by physicians and reimbursed by health insurance providers. The Company is a remote, “fully distributed” company, and does not have offices. | |
Nasdaq Delisting Notice | Nasdaq Delisting Notice On April 5, 2023, the Company received a deficiency letter (the “April Letter”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it was not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. The April Letter further noted that as of its date, the Company did not have a market value of listed securities of $35 million, or net income from continued operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years, the alternative quantitative standards for continued listing on the Nasdaq Capital Market. In accordance with Nasdaq rules, the Company was provided 45 calendar days, or until May 19, 2023, to submit a plan to regain compliance (the “Compliance Plan”), with an extension of 180 calendar days to evidence compliance with the Stockholders’ Equity Requirement if the Compliance Plan is acceptable to the Staff. On April 24, 2023, the Company received a letter from Nasdaq notifying the Company that it had regained compliance with Nasdaq’s continued listing standards by demonstrating compliance with Nasdaq’s alternative standard of market value of listed securities in excess of $ million under Nasdaq Listing Rule 5550(b)(2) and that the matter was closed. On June 16, 2023 the Company received deficiency letters (the “June Letters”) from the Staff notifying the Company that it was not in compliance with the minimum bid price requirement and the market value of listed securities requirement for continued listing on the Nasdaq Capital Market. The June Letters noted that, as of their date, the bid price of the Company’s common stock was below $ 1 per share and the Company’s market value of listed securities was below $35 million, in each case for 30 consecutive business days. In accordance with Nasdaq rules, the Company has been provided 180 calendar days, or until December 13, 2023, to regain compliance. The June Letters are only a notification of deficiency, not of imminent delisting, and have no current effect on the listing or trading of the Company’s securities on the Nasdaq Capital Market. | |
Liquidity and Capital Resources | Liquidity and Capital Resources The Company has been in the development stage and its activities have consisted principally of raising capital, performing research and development and preparing for the commercial launch of AspyreRx. Since inception the Company has incurred significant losses from operations. As of September 30, 2023, the Company had cash of $ 6.6 million and an accumulated deficit of $ 134.3 million. In April 2023, the Company completed a private placement of shares of the Company’s common stock for an aggregate purchase price of $ 6.5 million. In July 2023, the Company issued and sold 2,023,583 shares of its common stock in “at-the-market” 2.4 million. Also in July 2023, the Company issued and sold 2,897,654 shares of common stock in a private placement for an aggregate purchase price of $ 2.1 million and issued and sold 3,859,649 shares of common stock in a registered direct offering for an aggregate purchase price of $ 2.2 million. In October 2023 the Company issued and sold 6,825,411 shares of its common stock in “at-the-market” 2.9 million (See Note 10). The Company incurred a net loss of $ 22.8 million and used $ 19.7 million of cash in operating activities during the nine months ended September 30, 2023. The Company’s primary use of cash is to fund operating expenses, which predominantly relate to the commercial launch of AspyreRx and general and administrative expenses. Cash used to fund operating expenses is impacted by the timing of when the Company pays these expenses, as reflected in the change in its outstanding accounts payable and accrued expenses. The Company has incurred negative cash flows from operating activities and investing activities and significant losses from operations in the past. The Company expects to incur substantial expenses in the foreseeable future for the development and commercialization of its product candidates, ongoing internal research and development programs and general and administrative activities. At this time, the Company cannot reasonably estimate the nature, timing or aggregate amount of costs for its development, commercialization, internal research and development programs and general and administrative activities. However, in order to complete its planned product development, and to complete the process of obtaining regulatory authorization or clearance for future product candidates, as well as to build the sales, marketing and distribution infrastructure that it believes will be necessary to commercialize AspyreRx and its future product candidates, if approved, the Company will require substantial additional funding in the future. Under its current operating plan and taking into account the proceeds raised under its ATM program in October 2023, the Company believes it has sufficient capital to fund its operations into the first quarter of 2024. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company plans to seek additional funding through various financing sources, including the sale of its equity and/or debt securities, and it is exploring other non-dilutive options. If the Company is unable to obtain additional funding, or if it is unable to raise additional capital in sufficient amounts or on terms acceptable to it, the Company may have to significantly delay, reduce or terminate its product development programs or plans for commercialization. The Company could also be required to limit or terminate its operations, make reductions in its workforce, discontinue its development programs, liquidate all or portion of its assets or pursue other strategic alternatives. Significant Risks and Uncertainties The Company is subject to those risks common in its industry and also those risks common to early-stage companies including, but not limited to, the possibility of not being able to successfully develop or market its | |
Significant Risks and Uncertainties | products, technological obsolescence, competition, dependence on key personnel, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. At this time, there remains uncertainty relating to the effects of the COVID-19 pandemic and economic and political developments, including the conflicts in Ukraine and Israel, rising interest rates and high inflation, and the impact of related responses. Any impact on the Company’s business, results of operations and financial condition will largely depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the duration of the pandemic, business disruptions and the ultimate impact of public health events and economic and political developments on financial markets and the global economy. | |
Basis of Presentation | Basis of Presentation The financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary for fair presentation have been included. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ended December 31, 2023. Accordingly, these interim financial statements should be read in conjunction with the audited financial statements and accompanying notes for the years ended December 31, 2022 and 2021. | Basis of Presentation The financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Amounts are presented in thousands except share and per share information. |
Comprehensive Loss | Comprehensive Loss For the years ended December 31, 2022 and 2021, there was no difference between comprehensive loss and net loss. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. The estimates and assumptions used in the accompanying financial statements are based upon management’s evaluation of the relevant facts and circumstances. Such estimates, judgments, and assumptions include estimated costs for capitalized internal-use software, fair values of stock-based awards and valuation allowance for deferred tax assets. Actual results could be different from these estimates. To the extent there are material differences between these estimates, judgments, or assumptions and actual results, the Company’s financial statements will be affected. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. The estimates and assumptions used in the accompanying financial statements are based upon management’s evaluation of the relevant facts and circumstances. Such estimates, judgments, and assumptions include estimated costs for capitalized internal-use |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of the extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of this extended transition period and, as a result, it does not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies until required by private company accounting standards. | |
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents. The Company maintains its cash primarily with domestic financial institutions of high credit quality, which may exceed federal deposit insurance corporation limits. The Company invest its cash equivalents in highly rated money market funds. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents and perform periodic evaluations of the credit standing of such institutions. | |
Fair Value Measurements | Fair Value Measurements The carrying value of the Company’s financial instruments, including cash equivalents, accounts payable, accrued liabilities and notes payable approximates fair value due to their short-term nature. The Company’s investment portfolio consists of money market funds, which are carried at fair value. The Company has determined the carrying value to be equal to the fair value and has classified these investments as Level 1 financial instruments. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires the use of observable inputs and minimizes the use of unobservable inputs . The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, 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 — Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net, which include computer equipment and software are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of 3 years. Expenditures for repairs and maintenance are expensed in the period incurred. | |
Capitalized Internal-Use Software Costs | Capitalized Internal-Use Costs incurred to develop software and our platform for internal use consist primarily of direct employee-related and third-party contractor costs and are accounted for pursuant to ASC 350-40, Internal Use Software 3 years. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment when circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the sum of the future undiscounted cash flows the assets are expected to generate over the remaining useful lives of the assets. If a long-lived asset fails a recoverability test, the Company measures the amount by which the carrying value of the asset exceeds its fair value. There were no events or changes in business circumstances during the twelve months ended December 31, 2022 and 2021 that indicated the carrying amounts of any long-lived assets were not fully recoverable. | |
Advertising Expense | Advertising Expense The Company recognizes advertising expenses as they are incurred, and such costs are included in sales and marketing expense in the statements of operations. During the twelve months ended December 31, 2022 and 2021, advertising expense totaled $ 4 thousand and $ 2 thousand, respectively. | |
Equity-Based Compensation Expense | Equity-Based Compensation Expense The Company accounts for equity-based compensation arrangements granted to employees in accordance with ASC 718, “Compensation: Stock Compensation”, by measuring the grant date fair value of the award and recognizing the resulting expense over the period during which the employee is required to perform service in exchange for the award. Equity -based compensation expense is only recognized for awards subject to performance conditions if it is probable that the performance condition will be achieved. The Company accounts for equity-based compensation arrangements issued to non-employees 2018-07, Non-employee non-employee The fair value of each option award granted is estimated on the grant date. The grant date fair value of options with service based vesting conditions is determined using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, and the dividend yield of the Company’s common stock. The grant date fair value of options with performance-based market conditions is determined using a Monte-Carlo valuation simulation. • Fair Value of Common Stock — The Company determines the fair value of common stock based on the closing price of our common stock on the date of the grant. • Expected term — The expected term represents the period that the equity-based awards are expected to be outstanding. The Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. For stock options granted to non-employees, the expected term equals the remaining contractual term of the option from the vesting date. • Expected volatility — As the Company had no trading history for its common stock when we granted our option awards prior to the Business Combination (as defined below), the expected volatility was estimated by taking the average historic price volatility for industry peers, consisting of several public companies in our industry that are either similar in size, stage, or financial leverage, over a period equivalent to the expected term of the awards. Due to its limited trading history, the Company will continue to determine expected volatility using estimates of industry peers. • Risk-free interest rate — The risk-free interest rate is calculated using the average of the published interest rates of U.S. Treasury zero-coupon issues with maturities that are commensurate with the expected term. • Expected dividend yield — The dividend yield assumption is zero as the Company has no history of or plans to make dividend payments. The grant date fair value of options with performance-based market conditions is determined using a Monte-Carlo valuation simulation. For awards that vest based on service conditions and market conditions, the Company uses the straight-line method to recognize compensation expense over the respective service period. For awards that contain performance conditions, the Company determines the appropriate amount to expense based on the anticipated achievement of performance targets, which requires judgment, including forecasting the achievement of future specified targets. At the date performance conditions are determined to be probable of achievement, the Company records a cumulative expense catch-up, re-assesses Discounted stock purchases under the Better Therapeutics, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) are valued on the first date of the offering period using the Black-Scholes option-pricing model to compute the fair value of the lookback provision plus the purchase discount. Discounted stock purchases under the ESPP are recognized over the offering period. The Company accounts for forfeitures when they occur. For awards forfeited before completion of the requisite service period, previously recognized compensation cost is reversed in the period the award is forfeited. | |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are determined base d on the differences between the financial reporting and tax bases of assets and liabilities with consideration given to net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse. The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. The Company adopted Accounting Standards Update (“ASU”) No. 2015-17, non-current The Company recognizes and measures uncertain tax positions using a two-step , including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of the audit, and effective settlement of audit issues. | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share calculations are presented in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic No. 260 Earnings per Share and are calculated on the basis of the weighted average number of common shares outstanding during the period. Diluted per share calculations include the dilutive effect of common stock equivalents in years with net income. As the Company has reported net losses for all periods presented, all potentially dilutive securities are antidilutive and, accordingly, basic net loss per share equals diluted net loss per share. | Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share calculations are presented in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic No. 260 Earnings per Share and are calculated on the basis of the weighted average number of common shares outstanding during the period. Diluted per share calculations includes the dilutive effect of common stock equivalents in years with net income. As the Company has reported net losses for all periods presented, all potentially dilutive securities are antidilutive and, accordingly, basic net loss per share equals diluted net loss per share. |
Revenue Recognition | Revenue Recognition On January 1, 2020, the Company adopted the requirements of Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”). ASC 606 establishes a principle for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The adoption of ASC 606 also requires the adoption of ASC Subtopic 340-40, Other Assets and Deferred Costs-Contracts with Customers, which provides for the deferral of certain incremental costs of obtaining a contract with a customer. Collectively, references to ASC 606 used herein refer to both ASC 606 and Subtopic 340-40. The core principle of ASC 606 is to recognize revenue to depict the transfer of promised goods or services to clients in an amount that reflects the consideration the entity expects to be entitled in exchange for those goods or services. This principle is achieved through applying the following five-step approach: • Identification of the contract, or contracts, with a client. • Identification of the performance obligations in the contract. • Determination of the transaction price. • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation. | |
Segment Reporting | Segment Reporting The Company operates as one operating segment as it only reports financial information on an aggregate basis to the Chief Executive Officer, its chief operating decision maker, who regularly reviews financial operating results for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable for operations, operating results, and plans for components or types of products or services below the unit level. As of December 31, 2022, all long-lived assets were in the United States. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (ASC 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (ASC 815-40). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU 2020-06 is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in GAAP. This ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company does not expect ASU 2020-06 to have an impact on its financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, leases and disclosing key information about leasing arrangements. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, and ASU No. 2018-11, Leases (Topic 842), Targeted Improvements, which affect certain aspects of the previously issued guidance. In December 2018, the FASB issued ASU No. 2018-20, Narrow-Scope Improvements for Lessor, Leases (Topic 842), which provides guidance on sales tax and other taxes collected from lessees. In December 2019, the FASB issued ASU No. 2019-01, Codification Improvements to Topic 842, Leases, which affect certain aspects of the previously issued guidance. Amendments include an additional transition method that allows entities to apply the new standard on the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings, as well as a new practical expedient for lessors. The Company’s of this new standard on did t have a material impact on our financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). year-to-date step-up adoption of this new standard on January 1, 2021 did no t have a material impact on our financial statements. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (ASC 470-20) Contracts in Entity’s Own Equity (ASC 815-40) . ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU 2020-06 is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in GAAP. This ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its financial statements. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Financings | Financings On April 6, 2023, the Company entered into a Securities Purchase Agreement with certain investors pursuant to which it issued and sold an aggregate of 7,878,786 shares of its common stock to such investors, for an aggregate purchase price of approximately $ 6.5 million in private placement (the “April Private Placement”). The April Private Placement closed on April 10, 2023 . On July 25, 2023, the Company entered into a Securities Purchase Agreement with certain investors pursuant to which it issued and sold 2,897,654 shares of its common stock for an aggregate purchase price of $ 2.1 million in a private placement (the “July Private Placement”). The July Private Placement closed on July 27, 2023 . On July 25, 2023, the Company also entered into a Securities Purchase Agreement with a single investor pursuant to which it issued and sold 3,859,649 shares of its common stock for an aggregate purchase price of $ 2.2 million in a registered direct offering (the “July Registered Direct Offering”). The July Registered Direct Offering closed on July 27, 2023 . The Company used the net proceeds from the April Private Placement, July Private Placement and July Registered Direct Offering to support the execution of key milestones, including commercial launch of the FDA authorized AspyreRx. “At-the-Market” On May 11, 2023, the Company entered into an ATM Sales Agreement (the “Sales Agreement”) with Virtu Americas LLC (“Virtu”) pursuant to which the Company may issue and sell up to an aggregate amount of $ 6.9 million in shares of its common stock (the “ATM Shares”) from time to time, at its discretion, through Virtu as its sales agent or principal. Subject to the terms of the Sales Agreement, Virtu may sell the ATM Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended the (“Securities Act”), including, without limitation, sales made through the Nasdaq Capital Market or on any other existing trading market for the Company’s common stock. The Company may sell the ATM Shares in amounts and at times to be determined by the Company from time to time subject to the terms and conditions of the Sales Agreement, but it has no obligation to sell any ATM Shares under the Sales Agreement. The Company or Virtu may suspend or terminate the offering upon notice to the other party and subject to other conditions. In July 2023, the Company issued and sold 2,023,583 shares of its common stock in “at-the-market” 2.4 million. The Company used the net proceeds from the July ATM sales to support the execution of key milestones, including commercial launch of the FDA authorized AspyreRx. On July 25, 2023, the Company delivered written notice to Virtu that it was suspending and terminating the prospectus related to the common stock issuable pursuant to the terms of the Sales Agreement. In August 2023, the Company filed a new ATM prospectus supplement related to the ATM shares. As a result, the Company may issue and sell up to an aggregate of $ 3.5 million in ATM Shares from time to time pursuant to the Sales Agreement. | |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of the extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of this extended transition period and, as a result, it does not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies until required by private company accounting standards. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted December 31, 2022 2021 Computer, equipment and software $ 178 $ 155 Furniture and fixtures — 155 Property and equipment 178 310 Less: accumulated depreciation (57 ) (228 ) Property and equipment, net $ 121 $ 82 |
Capitalized Internal Use Soft_2
Capitalized Internal Use Software (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Research and Development [Abstract] | |
Summary of Capitalized Internal Use Software and Accumulated Amortization | Capitalized internal use software and accumulated amortization were as follows: December 31, 2022 2021 Gross carrying amount $ 7,718 $ 6,611 Accumulated amortization (3,830 ) (1,534 ) Capitalized internal-use $ 3,888 $ 5,077 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Future Payments on Long-term Debt | Future payments on long-term debt as of December 31, 2022 are as follows: Fiscal year ending December 31, Amount 2023 4,532 2024 6,023 2025 4,445 Total debt 15,000 Less current portion long-term debt (4,532 ) Less unamortized debt issuance costs (360 ) Accrued end of term charge 240 Total long-term debt, net of current portion and debt issuance costs $ 10,348 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
Schedule of Accrued Liabilities | September 30, December 31, Due to service providers $ 1,753 $ 1,335 Due to professionals 238 506 Financed insurance — 963 Accrued interest 167 168 Other — 654 Other accrued liabilities $ 2,158 $ 3,626 | December 31, 2022 2021 Due to service providers $ 1,335 $ 878 Due to professionals 506 542 Financed insurance 963 361 Accrued interest 168 77 Other 654 — Other accrued liabilities $ 3,626 $ 1,858 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Shareholders (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Summary of Computation of Basic and Diluted Loss | The following table sets forth the computation of basic and diluted loss (in thousands, except for share and per share amounts): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net loss $ (5,862 ) $ (11,405 ) $ (22,808 ) $ (30,995 ) Weighted-average common stock outstanding 38,505,212 23,739,731 31,250,175 23,667,335 Less: weighted-average shares of common stock subject to vesting (10,062 ) (46,577 ) (36,082 ) (134,045 ) Weighted-average shares of common stock outstanding used in the calculation of basic and diluted net loss per share attributable to shareholders 38,495,150 23,693,154 31,214,093 23,533,290 Loss per share attributable to common shareholders, basic and diluted $ (0.15 ) $ (0.48 ) $ (0.73 ) $ (1.32 ) | The following table sets forth the computation of basic and diluted loss (in thousands, except for share and per share amounts): Year Ended December 31, 2022 2021 Net Loss $ (39,760 ) $ (40,335 ) Weighted-average number of shares of common stock outstanding 23,695,503 13,351,866 Less: weighted-average shares of common stock subject to vesting (137,657 ) (369,394 ) Weighted-average shares of common stock outstanding used in the calculation of basic and diluted net loss per share attributable to shareholders 23,557,846 12,982,472 Net Loss per share, basic and diluted $ (1.69 ) $ (3.11 ) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of Stock Option Activity | Stock option activity for the periods presented is as follows (in thousands, except share and per share data): Options Outstanding Shares Weighted- Weighted Aggregate Balance as of December 31, 2022 3,999,223 $ 3.95 9.3 $ 64 Granted 984,560 1.07 Exercised (1,544 ) 0.50 Forfeited (583,154 ) 4.19 Balance as of September 30, 2023 4,399,085 $ 3.28 8.3 $ 0 | Stock option activity for the periods presented is as follows: Options Outstanding Shares Weighted- Weighted Aggregate Balance as of December 31, 2021 1,476,475 $ 9.35 9.4 $ 884 Granted 3,595,838 1.88 Exercised (60,520 ) 0.50 Forfeited (1,012,570 ) 4.66 Balance as of December 31, 2022 3,999,223 $ 3.95 9.3 $ 64 |
Schedule of Stock Options Awards Valuation Assumptions | The Black-Scholes option pricing model assumptions used in evaluating our awards to employees are as follows: Nine Months Expected Term (Years) 6.02 Expected Volatility 41 % Risk-free interest rate 4.09 % Dividend Yield — | The Black-Scholes option pricing model assumptions used in evaluating our awards to employees are as follows: Year Ended Year Ended Expected Term (Years) 6.09 6.02 Expected Volatility 41.0 % 42.0 % Risk-free interest rate 2.74 % 1.22 % Dividend Yield — — Year Ended Valuation date stock price 1.68 Valuation date to end of performance period (Years) 10.00 Expected Volatility 38.8 % Risk-free interest rate 2.80 % Dividend Yield — |
Schedule of Restricted Stock Units Activity | In April 2023, the Company issued time-based restricted stock units (“RSUs”) that vest in 2 equal annual installments. RSU activity for the periods presented is as follows: Restricted Stock Balance as of December 31, 2022 — Granted 822,700 Vested — Forfeited (113,200 ) Balance as of September 30, 2023 709,500 | |
Schedule of Equity-based Compensation Expense | Equity-based compensation expense in the statement of operations is summarized as follows (in thousands): Nine Months Ended 2023 2022 Research and development $ 507 $ 414 Sales and marketing 87 52 General and administrative 721 887 Total equity-based compensation expense $ 1,315 $ 1,353 | Equity-based compensation expense in the statement of operations is summarized as follows: Year Ended 2022 2021 Research and development $ 555 $ 250 Sales and marketing (7 ) 6 General and administrative 1,276 390 Total equity-based compensation expense $ 1,824 $ 646 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | provision for ( benefit December 31, 2022 2021 Current: Federal $ — $ — State 7 (1 ) Total current 7 (1 ) Deferred: Federal — (152 ) State — — Total deferred — (152 ) Total provision for (benefit from) income taxes $ 7 $ (153 ) |
Schedule of Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax Rate | The reconciliation of federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended 2022 2021 Expected income tax benefit at the federal statutory rate $ (8,421 ) $ (8,502 ) State taxes, net of federal benefit (80 ) (42 ) Research and development credit, net — — Deferred tax true up 14 — Non-deductible 135 2,129 Change in valuation allowance 8,359 6,262 Total $ 7 $ (153 ) |
Summary of Significant Components of Deferred Tax Assets | Significant components of the Company’s deferred tax assets are summarized as follows: December 31, 2022 2021 Deferred tax assets: Federal and state new operating loss carryforwards $ 12,025 $ 6,844 Research and development tax credits 207 207 Depreciation and amortization 12 25 Stock based compensation 277 55 Section 174 costs 2,613 — Accruals and reserves 394 284 Gross deferred tax assets $ 15,528 7,415 Less Valuation allowance (14,706 ) (6,347 ) Net deferred tax assets $ 822 $ 1,068 Deferred tax liabilities: Capitalized internal use software (822 ) (1,068 ) Net deferred tax liabilities (822 ) (1,068 ) Net deferred tax liability $ — $ — |
Summary of Changes in Gross Unrecognized Tax Benefits | The following is a summary of the changes in the Company’s gross unrecognized tax benefits: Balance as of December 31, 2021 $ 77 Increase related to tax position taken — Balance as of December 31, 2022 $ 77 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Summary of Related to Company's Restructuring Activity | The following table provides a summary related to the Company’s restructuring activity, recorded in accrued payroll on the accompanying balance sheets, as of September 30, 2023: Employee Severance and Balance at December 31, 2022 $ — Charges 430 Payments (430 ) Balance at September 30, 2023 $ — |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Cash | $ 6,598 | $ 6,598 | $ 15,740 | $ 40,566 | ||||||
Accumulated deficit | (134,311) | (134,311) | (111,503) | (71,743) | ||||||
Net loss | (5,862) | $ (7,589) | $ (9,357) | $ (11,405) | $ (9,928) | $ (9,662) | (22,808) | $ (30,995) | (39,760) | (40,335) |
Net cash used in operating activities | 19,746 | $ 22,593 | 28,930 | $ 30,818 | ||||||
Direct medical costs, annually | $ 100,000,000 | $ 100,000,000 | $ 100,000,000 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Jul. 25, 2023 USD ($) shares | Jun. 16, 2023 USD ($) $ / shares | May 11, 2023 USD ($) | Apr. 06, 2023 USD ($) shares | Oct. 31, 2023 USD ($) shares | Aug. 31, 2023 USD ($) | Jul. 31, 2023 USD ($) shares | Sep. 30, 2023 USD ($) shares | Jun. 30, 2023 USD ($) shares | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | Apr. 24, 2023 USD ($) | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Property and equipment, estimated useful lives | 3 years | |||||||||||||||||
Capitalized internal-use software estimated useful life | 3 years | |||||||||||||||||
Advertising expense | $ 4 | $ 2 | ||||||||||||||||
Number of operating segments | Segment | 1 | |||||||||||||||||
Minimum bid price requirement | $ / shares | $ 1 | |||||||||||||||||
Minimum consecutive business days of market value of listed securities | 30 days | |||||||||||||||||
Cash | $ 6,598 | $ 6,598 | $ 15,740 | 40,566 | ||||||||||||||
Accumulated deficit | (134,311) | (134,311) | (111,503) | (71,743) | ||||||||||||||
Aggregate purchase price | $ 6,500 | |||||||||||||||||
Net loss | (5,862) | $ (7,589) | $ (9,357) | $ (11,405) | $ (9,928) | $ (9,662) | (22,808) | $ (30,995) | (39,760) | (40,335) | ||||||||
Net cash used in operating activities | 19,746 | $ 22,593 | 28,930 | $ 30,818 | ||||||||||||||
Medical Costs | 100,000,000 | $ 100,000,000 | $ 100,000,000 | |||||||||||||||
Banking regulation, mortgage banking, net worth, minimum | $ 35,000 | |||||||||||||||||
Purchase of an aggregate shares, value | $ 6,279 | $ 6,100 | $ 6 | |||||||||||||||
ASC 842 | ||||||||||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Change in accounting principle, accounting standards update, adopted | true | |||||||||||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2021 | |||||||||||||||||
Change in accounting principle, accounting standards update, immaterial effect | true | |||||||||||||||||
ASU 2019-12 | ||||||||||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Change in accounting principle, accounting standards update, adopted | true | |||||||||||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2021 | |||||||||||||||||
Change in accounting principle, accounting standards update, immaterial effect | true | |||||||||||||||||
Common Stock | ||||||||||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Purchase of an aggregate shares | shares | 8,780,886 | 7,878,786 | 11,093 | |||||||||||||||
Purchase of an aggregate shares, value | $ 1 | $ 1 | ||||||||||||||||
Private Placement | ||||||||||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Closing date | Apr. 10, 2023 | |||||||||||||||||
Private Placement | Common Stock | ||||||||||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Purchase of an aggregate shares | shares | 2,897,654 | 7,878,786 | ||||||||||||||||
Aggregate purchase price | $ 2,100 | |||||||||||||||||
ATM Offering | Common Stock | ||||||||||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Purchase of an aggregate shares | shares | 2,023,583 | |||||||||||||||||
Purchase of an aggregate shares, value | $ 35,000 | $ 6,900 | $ 3,500 | $ 2,400 | ||||||||||||||
July Private Placement | ||||||||||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Closing date | Jul. 27, 2023 | |||||||||||||||||
July Private Placement | Common Stock | ||||||||||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Purchase of an aggregate shares | shares | 2,897,654 | |||||||||||||||||
Purchase of an aggregate shares, value | $ 2,100 | |||||||||||||||||
Registered Direct Offering | ||||||||||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Closing date | Jul. 27, 2023 | |||||||||||||||||
Registered Direct Offering | Common Stock | ||||||||||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Purchase of an aggregate shares | shares | 3,859,649 | |||||||||||||||||
Purchase of an aggregate shares, value | $ 2,200 | |||||||||||||||||
Subsequent Event | ATM Offering | Common Stock | ||||||||||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Purchase of an aggregate shares | shares | 6,825,411 | |||||||||||||||||
Purchase of an aggregate shares, value | $ 2,900 |
Business Combination - Addition
Business Combination - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Apr. 06, 2023 | Oct. 28, 2021 | Apr. 06, 2021 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Funding upon payments | $ 6,500 | |||
Prepaid assets | $ 43 | |||
Accrued liabilities | 245 | |||
Net proceeds from business combination | 42,800 | |||
Merger Agreement With Mountain Crest Acquisition Corp. II | ||||
Business Acquisition [Line Items] | ||||
Date of acquisition agreement | Apr. 06, 2021 | |||
Funding upon payments | $ 59,000 | |||
Aquired exchange outstanding shares | 15,200,000 | |||
Exchange ratio | 0.9475% | |||
Transaction totaling cost | $ 16,700 | |||
Merger Agreement With Mountain Crest Acquisition Corp. II | PIPE Shares | ||||
Business Acquisition [Line Items] | ||||
Aggregate shares | 5,000,000 | |||
Share price | $ 10 | |||
Merger Agreement With Mountain Crest Acquisition Corp. II | PIPE Financing | ||||
Business Acquisition [Line Items] | ||||
Aggregate shares | 5,000,000 | |||
Share price | $ 10 | |||
Aggregate gross proceeds | $ 50,000 | |||
MCAD cash and cash held in trust | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 9,500 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 178 | $ 310 | |
Less: accumulated depreciation | (57) | (228) | |
Property and equipment, net | $ 102 | 121 | 82 |
Computer, Equipment and Software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 178 | 155 | |
Furniture and Fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 0 | $ 155 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 58 | $ 62 |
Capitalized Internal Use Soft_3
Capitalized Internal Use Software - Summary of Capitalized Internal Use Software and Accumulated Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Research and Development [Abstract] | |||
Gross carrying amount | $ 7,718 | $ 6,611 | |
Accumulated amortization | (3,830) | (1,534) | |
Capitalized internal-use software, net | $ 2,792 | $ 3,888 | $ 5,077 |
Capitalized Internal Use Soft_4
Capitalized Internal Use Software - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Research and Development [Abstract] | ||
Amortization expense related to capitalized internal-use software | $ 2.3 | $ 1.5 |
Research and Development Payr_2
Research and Development Payroll Tax Credits - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Research And Development Payroll Tax Credit | Other Current Assets | ||
Tax Credit Carryforward [Line Items] | ||
Research and development payroll tax credit receivables | $ 45 | $ 351 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||
Aug. 18, 2021 | May 09, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2022 | Oct. 31, 2021 | |
Debt Instrument [Line Items] | ||||||||
Interest payable current | $ 167,000 | $ 168,000 | $ 77,000 | |||||
Debt instrument, extended maturity date | Feb. 01, 2026 | |||||||
Long-term debt, net of debt issuance costs | 7,721,000 | 10,348,000 | 9,505,000 | |||||
PPP Loan | Celtic Bank Corporation | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt stated interest rate percentage | 1% | |||||||
Gain on loan forgiveness | $ 647,000 | |||||||
Proceeds from notes payable | $ 640,000 | |||||||
Long term debt moratorium period | 10 months | |||||||
Long term debt term | 2 years | |||||||
Secured Debt | Hercules Capital Inc | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate | 3.25% | |||||||
Accrued interest | 168,000 | 77,000 | ||||||
Interest payable current | 167,000 | 168,000 | ||||||
Debt instrument, frequency of principal and interest payment | monthly | |||||||
Debt issuance costs | $ 518,000 | |||||||
Amortization expense | $ 285,000 | $ 281,000 | $ 376,000 | 23,000 | ||||
Debt instrument maturity date | Aug. 01, 2025 | |||||||
Debt instrument interest only payments maturity date | Mar. 01, 2023 | |||||||
Debt instrument, interest rate terms | The outstanding principal bears interest at the greater of (a) 8.95% or (b) 8.95% plus the prime rate minus 3.25%. | The outstanding principal bears interest at the greater of (a) 8.95% or (b) 8.95% plus the prime rate minus 3.25%. | ||||||
Repayments of debt | $ 893,000 | |||||||
Percentage of outstanding principal upon repayment of the loan | 5.95% | |||||||
Proceeds from equity financing | $ 40,000,000 | |||||||
Debt instrument, face amount | $ 50,000,000 | $ 5,000,000 | ||||||
Long-term debt, net of debt issuance costs | $ 14,300,000 | $ 14,900,000 | $ 9,500,000 | |||||
Long term debt variable interest rate percentage | 8.95% | 14.20% | 13.20% | 8.95% | ||||
Long term debt base rate percentage | 8.95% | |||||||
Secured Debt | Hercules Capital Inc | Previously Reported | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, net of debt issuance costs | $ 10,300,000 | |||||||
Secured Debt | Tranche One | Hercules Capital Inc | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 15,000,000 | |||||||
Secured Debt | Tranche Two | Hercules Capital Inc | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | 10,000,000 | |||||||
Secured Debt | Tranche Three | Hercules Capital Inc | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | 10,000,000 | |||||||
Secured Debt | Tranche Four | Hercules Capital Inc | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 15,000,000 | |||||||
Secured Debt | Tranche Five | Hercules Capital Inc | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 10,000,000 |
Debt - Schedule of Future Payme
Debt - Schedule of Future Payments on Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | |||
2023 | $ 4,532 | ||
2024 | 6,023 | ||
2025 | 4,445 | ||
Total debt | 15,000 | ||
Less current portion long-term debt | $ (6,586) | (4,532) | |
Unamortized debt issuance costs | (360) | ||
Accrued end of term charge | 240 | ||
Total long-term debt, net of current portion and debt issuance costs | $ 7,721 | $ 10,348 | $ 9,505 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | |||
Due to service providers | $ 1,753 | $ 1,335 | $ 878 |
Due to professionals | 238 | 506 | 542 |
Financed insurance | 963 | 361 | |
Accrued interest | 167 | 168 | 77 |
Other | 654 | ||
Other accrued liabilities | $ 2,158 | $ 3,626 | $ 1,858 |
SAFE Agreements - Additional In
SAFE Agreements - Additional Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Change in fair value of SAFEs | $ (10,390) |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Details) - $ / shares | 12 Months Ended | ||||
Oct. 28, 2021 | Dec. 31, 2020 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | |||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Conversion of common shares | 11,146,510 | ||||
Common stock shares issued | 40,577,987 | 23,851,022 | 23,602,718 | ||
Common stock shares outstanding | 40,577,987 | 23,851,022 | 23,602,718 | ||
Common stock conversion ratio | 0.9475% |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Shareholders - Summary of Computation of Basic and Diluted Loss (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||||||||||
Net loss | $ (5,862) | $ (7,589) | $ (9,357) | $ (11,405) | $ (9,928) | $ (9,662) | $ (22,808) | $ (30,995) | $ (39,760) | $ (40,335) |
Weighted-average common stock outstanding | 38,505,212 | 23,739,731 | 31,250,175 | 23,667,335 | 23,695,503 | 13,351,866 | ||||
Less: weighted-average shares of common stock subject to vesting | (10,062) | (46,577) | (36,082) | (134,045) | (137,657) | (369,394) | ||||
Weighted-average shares of common stock outstanding used in the calculation of basic net loss per share attributable to shareholders | 38,495,150 | 23,693,154 | 31,214,093 | 23,533,290 | 23,557,846 | 12,982,472 | ||||
Weighted-average shares of common stock outstanding used in the calculation of diluted net loss per share attributable to shareholders | 38,495,150 | 23,693,154 | 31,214,093 | 23,533,290 | 23,557,846 | 12,982,472 | ||||
Loss per share attributable to common shareholders, basic | $ (0.15) | $ (0.48) | $ (0.73) | $ (1.32) | $ (1.69) | $ (3.11) | ||||
Loss per share attributable to common shareholders, diluted | $ (0.15) | $ (0.48) | $ (0.73) | $ (1.32) | $ (1.69) | $ (3.11) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Additional Information (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||||
Potentially dilutive securities excluded from computation of diluted weighted average shares outstanding | 5,108,585 | 3,932,550 | 3,999,223 | 1,476,475 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Oct. 27, 2021 | Oct. 27, 2021 | Oct. 27, 2021 PurchasePeriod | Oct. 27, 2021 PurchasePeriods | Apr. 30, 2023 Installment | Jul. 31, 2022 shares | Oct. 31, 2021 shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Jan. 01, 2023 shares | Nov. 30, 2022 shares | Aug. 31, 2020 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Weighted average grant date fair value of stock options granted to employees | $ / shares | $ 0.49 | $ 0.73 | $ 3.6 | |||||||||||
Unrecognized compensation expense | $ | $ 2,100 | $ 3,400 | ||||||||||||
Unvested restricted stock period | 3 months | 6 months | ||||||||||||
Stock-based compensation expense | $ | $ 1,315 | $ 1,353 | $ 1,824 | $ 646 | ||||||||||
Capitalized Internal-use Software Costs | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Stock-based compensation expense | $ | $ 35 | $ 22 | $ 33 | $ 40 | ||||||||||
2020 Plan | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Common stock shares reserved for future issuance | 903,000 | |||||||||||||
2020 Plan | Previously Reported | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Common stock shares reserved for future issuance | 807,000 | |||||||||||||
2021 Plan | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Common stock shares reserved for future issuance | 3,600,000 | 1,900,000 | ||||||||||||
Percentage of increase in common stock reserved and available for issuance | 5% | |||||||||||||
2021 Plan | Subsequent Event | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Common stock shares reserved for future issuance | 3,000,000 | |||||||||||||
Common stock shares added to plan | 1,200,000 | |||||||||||||
ESPP Plan | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Common stock shares reserved for future issuance | 280,000 | 501,000 | ||||||||||||
Percentage of increase in common stock reserved and available for issuance | 85% | 1% | ||||||||||||
Offering period | 24 months | |||||||||||||
Number of purchase periods | 4 | 4 | ||||||||||||
Offering period commencement date | Feb. 15, 2022 | |||||||||||||
Number of shares issued during period | 66,000 | 187,784 | ||||||||||||
Increase in common stock reserved and available for issuance | 560,000 | |||||||||||||
Stock-based compensation expense | $ | $ 159 | $ 134 | ||||||||||||
ESPP Plan | Subsequent Event | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Common stock shares reserved for future issuance | 566,753 | |||||||||||||
Common stock shares added to plan | 238,510 | |||||||||||||
2021 ESPP Plan | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Common stock shares reserved for future issuance | 280,000 | |||||||||||||
Percentage of increase in common stock reserved and available for issuance | 1% | |||||||||||||
Offering period | 24 months | |||||||||||||
Increase in common stock reserved and available for issuance | 560,000 | |||||||||||||
2022 Inducement Plan | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Common stock shares reserved for future issuance | 400,000 | 600,000 | ||||||||||||
Stock Options | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Vesting period | 4 years | 4 years | ||||||||||||
Stock based award vesting description | Stock options granted with service conditions generally vest over four years with 25% of the option shares vesting one year from the vesting commencement date and then ratably on a monthly basis over the following 36 months. | Stock options granted with service conditions generally vest over four years with 25% of the option shares vesting one year from the vesting commencement date and then ratably on a monthly basis over the following 36 months. | ||||||||||||
Option expire term | 10 years | 10 years | ||||||||||||
Unrecognized compensation expense, weighted average period for recognize | 4 years 10 months 2 days | 2 years 11 months 1 day | ||||||||||||
Requisite service period | 4 years | 4 years | ||||||||||||
Stock Options | First Year From Commencement Date | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Vesting rights, percentage | 25% | 25% | ||||||||||||
Restricted Stock | 2020 Plan | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Restricted stock | 7,000 | 30,000 | ||||||||||||
Unrestricted Common Stock | 2020 Plan | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Restricted stock awards vested and converted | 23,000 | 172,000 | 235,634 | |||||||||||
Restricted stock, forfeited | 52,263 | |||||||||||||
Time-based Restricted Stock | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Stock-based compensation expense | $ | $ 2 | $ 13 | ||||||||||||
Performance-Based Stock Options | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Total grant date fair value | $ | $ 31 | |||||||||||||
Number of consecutive days | 90 days | 90 days | ||||||||||||
Requisite service period | 7 years 3 months 18 days | 8 years | ||||||||||||
Performance-Based Stock Options | Maximum | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Vesting of shares | 1,850,000 | |||||||||||||
Time-based Restricted Stock Units | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Number of equal annual installments | Installment | 2 | |||||||||||||
Restricted Stock Units | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Unrecognized compensation expense, weighted average period for recognize | 1 year 5 months 23 days | |||||||||||||
Restricted stock | 709,500 | |||||||||||||
Restricted stock, forfeited | 113,200 | |||||||||||||
Stock-based compensation expense | $ | $ 200 | |||||||||||||
Unamortized compensation costs | $ | $ 500 | |||||||||||||
Weighted average grant date fair value, Granted | $ / shares | $ 0.9 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Subject to Options Outstanding Beginning Balance | 3,999,223 | 1,476,475 | |
Subject to Options Outstanding Granted | 984,560 | 3,595,838 | |
Subject to Options Outstanding Exercised | (1,544) | (60,520) | |
Subject to Options Outstanding Forfeited | (583,154) | (1,012,570) | |
Subject to Options Outstanding Ending Balance | 4,399,085 | 3,999,223 | 1,476,475 |
Weighted Average Exercise Price Beginning Balance | $ 3.95 | $ 9.35 | |
Weighted Average Exercise Price Granted | 1.07 | 1.88 | |
Weighted Average Exercise Price Exercised | 0.5 | 0.5 | |
Weighted Average Exercise Price Forfeited | 4.19 | 4.66 | |
Weighted Average Exercise Price Ending Balance | $ 3.28 | $ 3.95 | $ 9.35 |
Weighted Average Remaining Contractual Life (Years) | 8 years 3 months 18 days | 9 years 3 months 18 days | 9 years 4 months 24 days |
Aggregate Intrinsic Value | $ 0 | $ 64 | $ 884 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Stock Options Awards Valuation Assumptions (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Options | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected Term (Years) | 6 years 7 days | 6 years 1 month 2 days | 6 years 7 days |
Expected Volatility | 41% | 41% | 42% |
Risk-free interest rate | 4.09% | 2.74% | 1.22% |
Dividend Yield | 0% | 0% | |
Performance-Based Stock Options | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected Volatility | 38.80% | ||
Risk-free interest rate | 2.80% | ||
Dividend Yield | 0% | ||
Valuation date stock price | $ 1.68 | ||
Valuation date to end of performance period (Years) | 10 years |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Restricted Stock Units Activity (Details) - Restricted Stock Units | 9 Months Ended |
Sep. 30, 2023 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Granted | 822,700 |
Forfeited | (113,200) |
Balance as of September 30, 2023 | 709,500 |
Share-Based Compensation - Sc_4
Share-Based Compensation - Schedule of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation expense | $ 1,315 | $ 1,353 | $ 1,824 | $ 646 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation expense | 507 | 414 | 555 | 250 |
Selling and Marketing | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation expense | 87 | 52 | (7) | 6 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation expense | $ 721 | $ 887 | $ 1,276 | $ 390 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes Disclosure [Line Items] | |||||||
Income tax provision | $ 3,000 | $ 3,000 | $ 5,000 | $ 3,000 | $ 7,000 | $ (153,000) | |
Net change in valuation allowance, increase amount | 8,400,000 | ||||||
NOL attributes carried forward from the business combination of MCAD II | $ 77,000 | ||||||
Threshold percentage of Cumulative ownership change for limitations in the amount of the net operating losses | 50% | ||||||
CARES Act income tax provision | $ 0 | ||||||
Unrecognized tax benefits would have impact on effective tax rate | $ 77,000 | ||||||
Unrecognized tax benefits, interest and penalties | $ 0 | ||||||
Effective income tax rate | 0% | 0% | |||||
Statutory income tax rate | 21% | 21% | |||||
Federal | Research Tax Credit Carryforwards | |||||||
Income Taxes Disclosure [Line Items] | |||||||
Tax credit carryforwards expiration year | 2040 | ||||||
Federal | Indefinite Life | |||||||
Income Taxes Disclosure [Line Items] | |||||||
Operating loss carryforwards | $ 56,800,000 | ||||||
Federal | Indefinite Life | Research Tax Credit Carryforwards | |||||||
Income Taxes Disclosure [Line Items] | |||||||
Tax credit carryforwards | $ 122,000 | ||||||
State | |||||||
Income Taxes Disclosure [Line Items] | |||||||
Operating loss carryforwards expiration year | 2035 | ||||||
State | Tax Period Two Thousand and Forty | |||||||
Income Taxes Disclosure [Line Items] | |||||||
Operating loss carryforwards | $ 3,000,000 | ||||||
State | Tax Period Two Thousand and Forty | Research Tax Credit Carryforwards | |||||||
Income Taxes Disclosure [Line Items] | |||||||
Tax credit carryforwards | $ 85,000 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||||||
Federal | $ 0 | $ 0 | ||||
State | 7 | (1) | ||||
Total current | 7 | (1) | ||||
Deferred: | ||||||
Federal | 0 | (152) | ||||
State | 0 | 0 | ||||
Total deferred | 0 | (152) | ||||
Total provision for income taxes | $ 3 | $ 3 | $ 5 | $ 3 | $ 7 | $ (153) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax Rate (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||||
Expected income tax benefit at the federal statutory rate | $ (8,421) | $ (8,502) | ||||
State taxes, net of federal benefit | (80) | (42) | ||||
Research and development credit, net | 0 | |||||
Deferred tax true up | 14 | |||||
Non-deductible items | 135 | 2,129 | ||||
Change in valuation allowance | 8,359 | 6,262 | ||||
Total provision for income taxes | $ 3 | $ 3 | $ 5 | $ 3 | $ 7 | $ (153) |
Income Taxes - Summary of Signi
Income Taxes - Summary of Significant Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets : | ||
Federal and state new operating loss carryforwards | $ 12,025 | $ 6,844 |
Research and development tax credits | 207 | 207 |
Depreciation and amortization | 12 | 25 |
Stock based compensation | 277 | 55 |
Section 174 costs | 2,613 | |
Accruals and reserves | 394 | 284 |
Gross deferred tax assets | 15,528 | 7,415 |
Less Valuation allowance | (14,706) | (6,347) |
Net deferred tax assets | 822 | 1,068 |
Deferred tax liabilities: | ||
Capitalized internal use software | (822) | (1,068) |
Net deferred tax liabilities | $ (822) | $ (1,068) |
Income Taxes - Summary of Chang
Income Taxes - Summary of Changes in Gross Unrecognized Tax Benefits (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Balance as of December 31, 2021 | $ 77 |
Increase related to tax position taken | 0 |
Balance as of December 31, 2022 | $ 77 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Estimated accrued liability | $ 1.1 | $ 1.1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Armanino LLP For Tax Valuation And Outsourced Accounting Services | Andrew Armanino | ||
Related Party Transaction [Line Items] | ||
Related party transaction fees incurred | $ 0 | $ 36 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 23, 2023 | Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Reduced previously recorded payroll accrual expense | $ (1.5) | |
Employees And Other Cost Saving | ||
Restructuring Cost and Reserve [Line Items] | ||
Percentage of reduction in workforce | 35% |
Restructuring - Summary of Rela
Restructuring - Summary of Related to Company's Restructuring Activity (Details) - Employee Severance and Related Benefits $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Charges | $ 430 |
Payments | $ (430) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||||
Oct. 30, 2023 | Jun. 16, 2023 USD ($) | May 11, 2023 USD ($) | Mar. 23, 2023 | Oct. 31, 2023 USD ($) shares | Aug. 31, 2023 USD ($) | Jul. 31, 2023 USD ($) shares | Sep. 30, 2023 USD ($) shares | Jun. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) shares | |
Subsequent Event [Line Items] | ||||||||||
Aggregate purchase price | $ 6,279 | $ 6,100 | $ 6 | |||||||
Employees And Other Cost Saving | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Percentage of reduction in workforce | 35% | |||||||||
Common Stock | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Purchase of an aggregate shares | shares | 8,780,886 | 7,878,786 | 11,093 | |||||||
Aggregate purchase price | $ 1 | $ 1 | ||||||||
Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Severance costs | $ 400 | |||||||||
Subsequent Event | Employees And Other Cost Saving | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Percentage of reduction in workforce | 35% | |||||||||
Subsequent Event | Common Stock | Minimum | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Reverse stock split, ratio | 10 | |||||||||
Reverse stock split | 1-for-10 | |||||||||
Subsequent Event | Common Stock | Maximum | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Reverse stock split, ratio | 25 | |||||||||
Reverse stock split | 1-for-25 | |||||||||
ATM Offering | Common Stock | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Purchase of an aggregate shares | shares | 2,023,583 | |||||||||
Aggregate purchase price | $ 35,000 | $ 6,900 | $ 3,500 | $ 2,400 | ||||||
ATM Offering | Subsequent Event | Common Stock | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Purchase of an aggregate shares | shares | 6,825,411 | |||||||||
Aggregate purchase price | $ 2,900 |