Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Entity Registrant Name | IKENA ONCOLOGY, INC. | |
Entity Central Index Key | 0001835579 | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-40287 | |
Entity Tax Identification Number | 81-1697316 | |
Entity Address, Address Line One | 645 Summer Street | |
Entity Address, Address Line Two | Suite 101 | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02210 | |
City Area Code | 857 | |
Local Phone Number | 273-8343 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | IKNA | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 48,258,111 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 121,277 | $ 59,919 |
Marketable securities | 75,656 | 97,028 |
Prepaid expenses and other current assets | 3,701 | 3,063 |
Total current assets | 200,634 | 160,010 |
Property and equipment, net | 2,633 | 3,205 |
Right-of-use asset | 7,993 | 5,255 |
Deposits and other assets | 4,075 | 3,789 |
Total assets | 215,335 | 172,259 |
Current liabilities: | ||
Accounts payable | 3,950 | 2,093 |
Accrued expenses and other current liabilities | 11,193 | 8,343 |
Operating lease liability | 3,469 | 1,907 |
Deferred revenue | 659 | 9,160 |
Total current liabilities | 19,271 | 21,503 |
Long-term portion of operating lease liability | 8,023 | 3,787 |
Other long term liabilities | 852 | |
Total liabilities | 28,146 | 25,290 |
Commitments and contingencies (Note 12) | ||
Stockholders equity | ||
Preferred stock, $0.001 par value - 10,000,000 shares authorized as of September 30, 2023 and December 31, 2022; No shares issued and outstanding as of September 30, 2023 or December 31, 2022 | ||
Common stock, $0.001 par value - 150,000,000 shares authorized and 44,104,672 issued and outstanding as of September 30, 2023 and 150,000,000 shares authorized and 36,257,493 issued and outstanding as of December 31, 2022 | 44 | 36 |
Additional paid-in capital | 418,486 | 361,915 |
Accumulated other comprehensive loss | (290) | (763) |
Accumulated deficit | (262,896) | (214,219) |
Total stockholders' equity | 155,344 | 146,969 |
Total liabilities, convertible preferred stock and stockholders' equity | 215,335 | 172,259 |
Series A Non-Voting Convertible Preferred Stock | ||
Convertible preferred stock | ||
Non-Voting Convertible Preferred Stock | $ 31,845 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 44,104,672 | 36,257,493 |
Common stock, shares outstanding | 44,104,672 | 36,257,493 |
Series A Non-Voting Convertible Preferred Stock | ||
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary equity, shares designated | 5,000,000 | 0 |
Temporary equity, shares issued | 4,153,439 | 0 |
Temporary equity, shares outstanding | 4,153,439 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Research and development revenue under collaboration agreement | $ 1,185 | $ 6,402 | $ 8,501 | $ 10,168 |
Revenue from Contract with Customer, Product and Service [Extensible List] | us-gaap:InProcessResearchAndDevelopmentMember | us-gaap:InProcessResearchAndDevelopmentMember | us-gaap:InProcessResearchAndDevelopmentMember | us-gaap:InProcessResearchAndDevelopmentMember |
Operating expenses: | ||||
Research and development | $ 14,654 | $ 18,850 | $ 45,378 | $ 48,682 |
General and administrative | 6,034 | 5,428 | 16,632 | 17,276 |
Total operating expenses | 20,688 | 24,278 | 62,010 | 65,958 |
Loss from operations | (19,503) | (17,876) | (53,509) | (55,790) |
Other income (expense): | ||||
Investment income | 2,162 | 550 | 4,840 | 1,135 |
Other expense | (2) | (12) | (8) | (13) |
Total other income, net | 2,160 | 538 | 4,832 | 1,122 |
Net loss | (17,343) | (17,338) | (48,677) | (54,668) |
Other comprehensive loss: | ||||
Unrealized gain (loss) on marketable securities | 166 | (77) | (290) | (1,181) |
Total comprehensive loss | $ (17,177) | $ (17,415) | $ (48,967) | $ (55,849) |
Net loss per share: | ||||
Net loss per share attributable to common stockholders basic | $ (0.4) | $ (0.48) | $ (1.23) | $ (1.51) |
Net loss per share attributable to common stockholders diluted | $ (0.4) | $ (0.48) | $ (1.23) | $ (1.51) |
Weighted-average common stock outstanding, basic | 43,437,844 | 36,257,074 | 39,688,984 | 36,165,143 |
Weighted-average common stock outstanding, diluted | 43,437,844 | 36,257,074 | 39,688,984 | 36,165,143 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands | Total | Series A Non-Voting Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning Balance, Shares at Dec. 31, 2021 | 35,975,034 | |||||
Beginning Balance at Dec. 31, 2021 | $ 207,877 | $ 36 | $ 353,295 | $ (145,454) | ||
Stock-based compensation | 1,900 | 1,900 | ||||
Exercise of stock options | 495 | 495 | ||||
Exercise of stock options, Shares | 134,500 | |||||
Other comprehensive income (loss) | (478) | $ (478) | ||||
Net loss | (16,839) | (16,839) | ||||
Ending Balance, Shares at Mar. 31, 2022 | 36,109,534 | |||||
Ending Balance at Mar. 31, 2022 | 192,955 | $ 36 | 355,690 | (478) | (162,293) | |
Beginning Balance, Shares at Dec. 31, 2021 | 35,975,034 | |||||
Beginning Balance at Dec. 31, 2021 | 207,877 | $ 36 | 353,295 | (145,454) | ||
Net loss | (54,668) | |||||
Ending Balance, Shares at Sep. 30, 2022 | 36,257,493 | |||||
Ending Balance at Sep. 30, 2022 | 158,788 | $ 36 | 360,055 | (1,181) | (200,122) | |
Beginning Balance, Shares at Mar. 31, 2022 | 36,109,534 | |||||
Beginning Balance at Mar. 31, 2022 | 192,955 | $ 36 | 355,690 | (478) | (162,293) | |
Stock-based compensation | 1,955 | 1,955 | ||||
Exercise of stock options | 575 | 575 | ||||
Exercise of stock options, Shares | 142,443 | |||||
Other comprehensive income (loss) | (626) | (626) | ||||
Net loss | (20,491) | (20,491) | ||||
Ending Balance, Shares at Jun. 30, 2022 | 36,251,977 | |||||
Ending Balance at Jun. 30, 2022 | 174,368 | $ 36 | 358,220 | (1,104) | (182,784) | |
Stock-based compensation | 1,811 | 1,811 | ||||
Exercise of stock options | 24 | 24 | ||||
Exercise of stock options, Shares | 5,516 | |||||
Other comprehensive income (loss) | (77) | (77) | ||||
Net loss | (17,338) | (17,338) | ||||
Ending Balance, Shares at Sep. 30, 2022 | 36,257,493 | |||||
Ending Balance at Sep. 30, 2022 | 158,788 | $ 36 | 360,055 | (1,181) | (200,122) | |
Temporary Equity, Beginning Balance, Shares at Dec. 31, 2022 | 0 | |||||
Temporary Equity, Beginning Balance at Dec. 31, 2022 | ||||||
Beginning Balance, Shares at Dec. 31, 2022 | 36,257,493 | |||||
Beginning Balance at Dec. 31, 2022 | 146,969 | $ 36 | 361,915 | (763) | (214,219) | |
Stock-based compensation | 2,000 | 2,000 | ||||
Other comprehensive income (loss) | 272 | 272 | ||||
Net loss | (14,219) | (14,219) | ||||
Ending Balance, Shares at Mar. 31, 2023 | 36,257,493 | |||||
Ending Balance at Mar. 31, 2023 | 135,022 | $ 36 | 363,915 | (491) | (228,438) | |
Temporary Equity, Beginning Balance, Shares at Dec. 31, 2022 | 0 | |||||
Temporary Equity, Beginning Balance at Dec. 31, 2022 | ||||||
Beginning Balance, Shares at Dec. 31, 2022 | 36,257,493 | |||||
Beginning Balance at Dec. 31, 2022 | 146,969 | $ 36 | 361,915 | (763) | (214,219) | |
Net loss | (48,677) | |||||
Temporary Equity, Ending Balance, Shares at Sep. 30, 2023 | 4,153,439 | |||||
Temporary Equity, Ending Balance at Sep. 30, 2023 | $ 31,845 | |||||
Ending Balance, Shares at Sep. 30, 2023 | 44,104,672 | |||||
Ending Balance at Sep. 30, 2023 | 155,344 | $ 44 | 418,486 | (290) | (262,896) | |
Beginning Balance, Shares at Mar. 31, 2023 | 36,257,493 | |||||
Beginning Balance at Mar. 31, 2023 | 135,022 | $ 36 | 363,915 | (491) | (228,438) | |
Issuance of common stock for underwritten registered offering, net of offering costs | 37,421 | $ 6 | 37,415 | |||
Issuance of common stock for underwritten registered offering, net of offering costs, Shares | 6,110,000 | |||||
Repurchase of common stock | 663 | 663 | ||||
Repurchase of common stock, Shares | (97,500) | |||||
Stock-based compensation | 1,879 | 1,879 | ||||
Exercise of stock options | 121 | 121 | ||||
Exercise of stock options, Shares | 29,485 | |||||
Other comprehensive income (loss) | 35 | 35 | ||||
Net loss | (17,115) | (17,115) | ||||
Ending Balance, Shares at Jun. 30, 2023 | 42,299,478 | |||||
Ending Balance at Jun. 30, 2023 | 156,700 | $ 42 | 402,667 | (456) | (245,553) | |
Issuance of preferred stock in connection with the Acquisition, net of issuance costs | $ 32,504 | |||||
Issuance of preferred stock in connection with the Acquisition, net of issuance costs, Shares | 4,153,439 | |||||
Issuance of common stock in connection with the Acquisition, net of issuance costs | 14,093 | $ 2 | 14,091 | |||
Issuance of common stock in connection with the Acquisition, net of issuance costs, Shares | 1,800,652 | |||||
Temporary equity, cash consideration paid to settle Pionyr restricted stock units, stock options, and unaccredited stockholders | $ (659) | |||||
Cash consideration paid to settle Pionyr restricted stock units, stock options, and unaccredited stockholders | (285) | (285) | ||||
Stock-based compensation | 1,998 | 1,998 | ||||
Exercise of stock options | 15 | 15 | ||||
Exercise of stock options, Shares | 4,542 | |||||
Other comprehensive income (loss) | 166 | 166 | ||||
Net loss | (17,343) | (17,343) | ||||
Temporary Equity, Ending Balance, Shares at Sep. 30, 2023 | 4,153,439 | |||||
Temporary Equity, Ending Balance at Sep. 30, 2023 | $ 31,845 | |||||
Ending Balance, Shares at Sep. 30, 2023 | 44,104,672 | |||||
Ending Balance at Sep. 30, 2023 | $ 155,344 | $ 44 | $ 418,486 | $ (290) | $ (262,896) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Convertible Preferred Stock and Stockholders' Equity (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2023 | Jun. 30, 2023 | |
Issuance costs | $ 1 | $ 2.6 |
Series A Non-Voting Convertible Preferred Stock | ||
Issuance costs | $ 0.4 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (48,677) | $ (54,668) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 715 | 541 |
Amortization of premiums and discounts on marketable securities | (1,709) | 103 |
Stock-based compensation | 5,877 | 5,666 |
Non-cash operating lease expense | 1,152 | 953 |
Loss on disposal of property and equipment | 5 | 173 |
Net realized loss on marketable securities | 12 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 1,271 | 682 |
Accounts payable | (987) | (206) |
Accrued expenses and other current liabilities | (5,308) | 2,816 |
Lease liability | (1,333) | (954) |
Deferred revenue | (8,501) | (10,168) |
Deposits and other assets | (429) | (1,404) |
Net cash flows used in operating activities | (57,924) | (56,454) |
Cash flows from investing activities | ||
Purchases of property and equipment | (152) | (1,200) |
Sale of property and equipment | 4 | |
Purchase of marketable securities | (65,217) | (189,863) |
Sales and maturities of marketable securities | 109,133 | 81,280 |
Net cash flows provided by (used in) investing activities | 43,768 | (109,783) |
Cash flows from financing activities | ||
Cash and cash equivalents acquired in connection with the acquisition of Pionyr, net of issuance costs paid | 39,970 | |
Cash consideration paid in connection with the acquisition of Pionyr | (944) | |
Proceeds from issuance of common stock for underwritten registered offering, net of offering costs | 37,421 | |
Repurchase of common stock | (663) | |
Proceeds from exercise of stock options | 136 | 1,094 |
Net cash flows provided by financing activities | 75,920 | 1,094 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 61,764 | (165,143) |
Cash, cash equivalents and restricted cash, beginning of period | 60,791 | 233,089 |
Cash, cash equivalents and restricted cash, end of period | 122,555 | 67,946 |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||
Cash and cash equivalents | 121,277 | 67,074 |
Restricted cash included in other assets | 1,278 | 872 |
Cash, cash equivalents and restricted cash, end of period | $ 122,555 | $ 67,946 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Ikena Oncology, Inc. (the “Company”) is a targeted oncology company, focused on developing differentiated therapies for patients in need that target nodes of cancer growth, spread, and therapeutic resistance in the Hippo and RAS onco-signaling network. The Company’s lead targeted oncology program, IK-930, is a TEAD1-selective Hippo pathway inhibitor, a known tumor suppressor pathway that also drives resistance to multiple targeted therapies. The Company’s first program in the RAS pathway, IK-595, is molecular glue designed to trap MEK and RAF in an inactive complex, more completely inhibiting RAS signals than existing inhibitors. In addition, the Company is developing IK-175, an aryl hydrocarbon receptor (“AHR”) antagonist in collaboration with Bristol-Myers Squibb Company (“Bristol-Myers Squibb”). The Company’s focus on patient-driven development allows it to research both known and novel targets, with a shared guiding principle of aiming to address the unmet needs of biomarker-defined patient populations. Since the Company commenced operations in 2016, it has advanced multiple product candidates into clinical development. In addition, the Company has a robust discovery engine and portfolio of early stage targeted oncology programs. Across the entirety of its pipeline, the Company aims to utilize its depth of institutional knowledge and breadth of tools to efficiently develop the right drug using the right modality for the right patient. Acquisition of Pionyr Therapeutics The Company acquired Pionyr Immunotherapeutics, Inc., a Delaware corporation (“Pionyr”), pursuant to an Agreement and Plan of Merger, dated August 4, 2023 by and among the Company, Portsmouth Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub I”), Portsmouth Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub II”), Pionyr, and Fortis Advisors LLC, as securityholder agent (the “Pionyr Acquisition Agreement”). Pursuant to the Pionyr Acquisition Agreement, Merger Sub I merged with and into Pionyr, after which Pionyr was the surviving corporation and became a wholly owned subsidiary of the Company (the “First Merger”). Immediately after the First Merger, Pionyr merged with and into Merger Sub II, after which Merger Sub II was the surviving entity (collectively with the First Merger, the “Acquisition”). Under the terms of the Pionyr Acquisition Agreement, at the closing, the Company issued to the stockholders of Pionyr 1,800,652 shares of its common stock (including 153,121 shares of its non-voting common stock), and 4,153,439 shares of Series A Non-Voting Convertible Preferred Stock (“Series A Preferred Stock”), which was a newly designated series of preferred stock that is intended to have economic rights equivalent to the Company’s common stock, but with only limited voting rights. The Series A Preferred Stock was converted to shares of the Company’s common stock pursuant to stockholder approval at a special meeting of stockholders held on October 11, 2023. Each stockholder of Pionyr at the time of closing also received one contractual contingent value right (“CVR”) for each share of Pionyr stock held at closing. The CVR entitles the holder to receive 50 % of net proceeds, outside of royalties, for any potential monetization of Pionyr legacy programs within two years. Basis of Presentation: The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying condensed consolidated financial statements and footnotes to the financial statements have been prepared on the same basis as the most recently audited annual financial statements and, in the opinion of management, reflect all normal recurring adjustments necessary for the fair presentation of the Company’s financial position for the reported periods. The results of operations for any interim periods are not necessarily indicative of results to be expected for the year ending December 31, 2023 , any other interim periods, or any future year or period. These condensed consolidated financial statements should be read in conjunction with, the Company’s audited consolidated financial statements for the year ended December 31, 2022, which were included in its Annual Report on Form 10-K that was filed with the Securities and Exchange Commission (“SEC”) on March 14, 2023. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation: The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Arrys Therapeutics, Inc. (“Arrys”), Ikena Oncology Securities Corporation, Amplify Medicines, Inc, (“Amplify”) and Portsmouth Merger Sub II, LLC. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates: The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates and judgments are based on historical information and other market-specific or various relevant assumptions, including in certain circumstances, future projections, that management believes to be reasonable under the circumstances. Actual results could differ materially from estimates. Significant estimates and assumptions are used for, but not limited to the accruals for research and development expenses and research and development revenue under a collaboration agreement. Summary of Significant Accounting Policies: The significant accounting policies and estimates used in the preparation of the accompanying consolidated financial statements are described in the Company’s audited consolidated financial statements for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 14, 2023. There have been no material changes in the Company’s significant accounting policies during the nine months ended September 30, 2023 except as discussed below. Concentration of Credit Risk and of Significant Suppliers: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, and marketable securities. Cash and cash equivalents are deposited with federally insured financial institutions in the United States and may, at times, exceed federally insured limits. The Company places marketable securities with a highly rated financial institution. Additionally, as of September 30, 2023, the Company has not experienced any credit related losses on accounts that hold the Company’s cash, cash equivalents and marketable securities. The Company is dependent on third-party manufacturers and clinical research organizations (“CROs”) to supply products and provide services for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. The Company also relies on at least two CROs to conduct its clinical trials. The Company’s programs could be adversely affected if a third-party manufacturer or a CRO is unable to successfully carry out their contractual obligations or meet expected deadlines. If a third-party manufacturer or a CRO needs to be replaced, the Company may not be able to complete its program development on its anticipated timelines and may incur additional expenses as a result, which could be significant. Convertible Preferred Stock: The Company records shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The Company applies the guidance in ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities in determining the classification of preferred stock as stockholder’s deficit or temporary equity. The Company classified convertible preferred stock as temporary equity in the accompanying consolidated statement of Convertible Preferred Stock and Stockholders’ Equity due to terms that allow for redemption of the shares in cash upon certain events that are outside of the Company’s control, including failure to obtain stockholder approval of the conversion of the Series A Preferred Stock. The Company did not accrete the value of the convertible preferred stock to the redemption values since a liquidation event was not considered probable prior to the conversion date. Contingent Value Rights: The Company evaluates the CVR to determine if it qualifies as a derivative under ASC 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date. Any changes in fair value are recorded as other income or expense for each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is probable within the next 12 months from the balance sheet date. The Company determined that certain contingent payments under the Acquisition qualified for the scope exception under ASC 815, and as such, were not recorded as a derivative on the balance sheet as of September 30, 2023. Upon resolution of the CVR, the Company will recognize the payment consistent with the guidance in ASC 450. As of September 30, 2023, the contingent consideration cannot be reasonably estimated, and the contingency was not resolved. Recent Accounting Pronouncements: From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on our consolidated financial statements and disclosures. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The following table presents information about the Company’s financial assets measured or disclosed at fair value by level within the fair value hierarchy (in thousands): As of September 30, Quoted Prices in Active Markets Significant Observable Inputs Significant Unobservable Inputs Assets Cash equivalents: Money market funds $ 51,061 $ 51,061 $ — $ — U.S. treasury securities 18,944 — 18,944 — Marketable securities U.S. treasury securities 34,252 — 34,252 — Corporate debt securities 41,404 — 41,404 — Total assets $ 145,661 $ 51,061 $ 94,600 $ — As of December 31, Quoted Prices in Active Markets Significant Observable Inputs Significant Unobservable Inputs Assets Cash equivalents: Money market funds $ 55,861 $ 55,861 $ — $ — Marketable securities U.S. treasury securities 22,606 — 22,606 — Corporate debt securities 74,422 — 74,422 — Total assets $ 152,889 $ 55,861 $ 97,028 $ — During the nine months ended September 30, 2023 and year ended December 31, 2022 , there were no transfers into or out of Level 3. |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | 4. Marketable securities The following tables summarize the Company's marketable securities (in thousands): As of September 30, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. treasury securities $ 53,198 $ 2 $ ( 4 ) $ 53,196 Corporate debt securities 41,692 — ( 288 ) 41,404 Total $ 94,890 $ 2 $ ( 292 ) $ 94,600 As of December 31, Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. treasury securities $ 22,630 $ — $ ( 24 ) $ 22,606 Corporate debt securities 75,161 — ( 739 ) 74,422 Total $ 97,791 $ — $ ( 763 ) $ 97,028 As of September 30, 2023 Less than 12 Months 12 Months or More Total Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Estimated Fair Value U.S. treasury securities $ ( 10 ) $ 29,273 $ - $ - $ ( 10 ) $ 29,273 Corporate debt securities ( 166 ) 28,269 ( 116 ) 13,135 ( 282 ) 41,404 Total $ ( 176 ) $ 57,542 $ ( 116 ) $ 13,135 $ ( 292 ) $ 70,677 In accordance with the Company's investment policy, it places investments in investment grade securities with high credit quality issuers, and generally limits the amount of credit exposure to any one issuer. The Company evaluates securities for impairment at the end of each reporting period. Factors considered include whether a decline in fair value below the amortized cost basis is due to credit-related factors or non-credit-related factors, the financial condition and near-term prospects of the issuer, and the Company’s intent and ability to hold the investment to allow for an anticipated recovery in fair value. As of September 30, 2023 , the Company held 28 marketable securities in an unrealized loss position. The Company does not intend to sell its marketable securities and it is not more likely than not that the Company will be required to sell the investments before the recovery of their amortized cost bases, which may be maturity. The Company also believes that it will be able to collect both principal and interest amounts due at maturity. The Company did no t record any impairment charges related to its available-for-sale securities during the three and nine months ended September 30, 2023 and 2022 . The Company did no t recognize any credit-related allowance to available-for-sale securities as of the three and nine months ended September 30, 2023 and 2022. The fair values of the Company's marketable securities by classification in the condensed consolidated balance sheets were as follows: As of September 30, 2023 As of December 31, Cash and cash equivalents $ 18,944 $ — Marketable securities 75,656 97,028 Total $ 94,600 $ 97,028 Marketable securities fair value by contractual maturity were as follows (in thousands): As of As of Due in one year or less $ 89,278 $ 79,652 Due after one year through five years 5,322 17,376 Total $ 94,600 $ 97,028 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): As of September 30, 2023 As of December 31, 2022 Clinical, manufacturing and scientific development $ 1,621 $ 1,372 Prepaid Insurance 1,061 727 Other 1,019 964 Total $ 3,701 $ 3,063 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, net Property and equipment, net consist of the following (in thousands): As of September 30, 2023 As of December 31, 2022 Property and equipment: Lab equipment $ 2,980 $ 2,858 Leasehold improvements 1,219 1,216 Electronic equipment and software 481 481 Furniture and fixtures 475 475 Total property and equipment 5,155 5,030 Less: accumulated depreciation ( 2,522 ) ( 1,825 ) Property and equipment, net $ 2,633 $ 3,205 Depreciation expense for the three months ended September 30, 2023 and 2022 was $ 0.2 million and $ 0.2 million , respectively. Depreciation expense for the nine months ended September 30, 2023 and 2022 was $ 0.7 million and $ 0.7 million , respectively. There were no impairments for the nine months ended September 30, 2023 and 2022 . |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | 7. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): As of September 30, 2023 As of December 31, 2022 Employee compensation $ 2,961 $ 3,236 Research and development expenses 6,140 4,462 Professional fees 1,633 526 Other current liabilities 459 119 Total $ 11,193 $ 8,343 |
Collaboration Agreement and Sto
Collaboration Agreement and Stock Purchase Agreement with Bristol Myers Squibb | 9 Months Ended |
Sep. 30, 2023 | |
Collaboration And Stock Purchase Agreement [Abstract] | |
Collaboration Agreement and Stock Purchase Agreement with Bristol Myers Squibb | 8. Collaboration Agreement and Stock Purchase Agreement with Bristol-Myers Squibb In January 2019, the Company entered into the Bristol-Myers Squibb Collaboration Agreement with Celgene Corporation, which was acquired by Bristol-Myers Squibb in November 2019, whereby the Company will carry out initial research and development activities with the goal of identifying and developing drug candidates for certain cancer types. Concurrent with execution of the Bristol-Myers Squibb Collaboration Agreement, the Company entered into a stock purchase agreement with Bristol-Myers Squibb, which resulted in the issuance of 14,545,450 shares of Series A-1 Preferred Stock (the “Stock Purchase Agreement”). In connection with the Company’s initial public offering (“IPO”), the series A-1 preferred stock converted into common stock. Agreement Structure Under the Bristol-Myers Squibb Collaboration Agreement, the Company will conduct exploratory and discovery activities, with the goal of identifying product candidates for certain targets, which are in the kynurenine pathway, which the Company is developing as IK-412, and the AHR pathway, which the Company is developing as IK-175. The Company is obligated to advance research and development activities through the earlier of January 2024 or the completion of a Phase 1b clinical trial for each program (“the research term”). Bristol-Myers Squibb has the option to receive a global-development, manufacture and commercialization license for the product candidate, which expires in January 2024. Subsequent to the delivery of a license, Bristol-Myers Squibb is responsible for the worldwide development, manufacturing and commercialization of these product candidates. Bristol-Myers Squibb paid the Company a total of $ 95.0 million in aggregate upfront consideration related to the Bristol-Myers Squibb Collaboration Agreement and Stock Purchase Agreement. The Company is eligible to receive $ 50.0 million, in case of an exercise of its option with respect to IK-175, and $ 40.0 million, in case of an exercise of its option with respect to IK-412. If the Company does not complete a Phase 1b clinical trial by the end of the research term, the Company may provide a data package to Bristol-Myers Squibb to support the decision to exercise the option for an additional $ 0.25 million. Upon the exercise of the delivery of each license, the Company becomes eligible to receive up to $ 450 million in milestone payments, as well as a tiered royalty on worldwide sales from the high single to low teen digits. Accounting Considerations of the Agreement The Bristol-Myers Squibb Collaboration Agreement and the Stock Purchase Agreement were executed concurrently and in contemplation of each other. The issuance of Series A-1 Preferred Stock was initially accounted for at fair value. The purchase price for the Series A-1 Preferred Stock was considered to be at a discount from fair value, and therefore $ 1.8 million of the upfront from the Bristol-Myers Squibb Collaboration Agreement was allocated to the equity arrangement. The Company determined that the Bristol-Myers Squibb Collaboration Agreement represented a contract with a customer and should be accounted for in accordance with ASC 606. The Company identified the two performance obligations, which are research and development services for IK-175 and IK-412. The options to receive worldwide development and commercialization licenses for the two targets and the option to receive manufacturing services in the future were determined to not provide any material rights to the customer and are therefore not considered to be performance obligations. The arrangement also contains certain other items, including participation on joint oversight committees. The Company identified $ 78.7 million of total transaction price which represents the upfront consideration allocated to the revenue arrangement. Additional consideration to be paid to the Company upon exercise of a right to receive a license or potential milestone and royalty payments are excluded from the transaction price as they relate to amounts that can only be achieved subsequent to the exercise of an option and are outside of the initial contact term. Based on the distinct performance obligations identified above, the Company allocated the $ 78.7 million transaction price based on relative estimated standalone selling prices of each of its performance obligations as follows: • $ 41.2 million for research and development services for IK-175; and • $ 37.5 million for research and development services for IK-412. The Company determined the estimated standalone selling price for the research and development services based on internal estimates of the costs to perform the services, including expected internal expenses and expenses with third parties, adjusted to include a reasonable profit margin. Significant inputs used to determine the total expense of the research and development activities include the length of time required and the number and cost of various studies that will be performed to complete the applicable development plan. The Company is recognizing revenue related to each of its performance obligations as the research and development services are performed through January 2024. The Company recognizes revenue related to research and development services performed using an input method by calculating costs incurred at each period end relative to total costs expected to be incurred. In December 2021, the Company re-assessed the IK-412 program, which experienced manufacturing delays as a key component required in the manufacturing of IK-412, is similarly essential to the manufacturing of COVID-19 vaccines and therapies. As such, the availability of the component was delayed as resources were allocated towards vaccine production. Considering these delays and the timeline of the Bristol-Myers Squibb partnership, the Company made the strategic decision to pause IK-412 development activities for the remainder of the Bristol-Myers Squibb research term outside of the committed manufacturing efforts, which were completed in 2022. The Company recognized revenue of $ 1.2 million and $ 6.4 million in the three months ended September 30, 2023 and 2022 and $ 8.5 million and $ 10.2 million nine months ended September 30, 2023 and 2022 respectively, from the Bristol-Myers Squibb Collaboration Agreement, that in each case was previously included in deferred revenue at the beginning of the respective period. The condensed consolidated balance sheet as of September 30, 2023 includes current deferred revenue of $ 0.7 million related to this agreement. This amount is expected to be recognized as performance obligations are satisfied through the completion of the research and development services for the partnered programs. |
Acquisition of Pionyr Therapeut
Acquisition of Pionyr Therapeutics | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Acquisition of Pionyr Therapeutics | 9. Acquisition of Pionyr Therapeutics On August 4, 2023, the Company acquired Pionyr, pursuant to the Pionyr Acquisition Agreement. Under the terms of the Pionyr Acquisition Agreement, the Company issued to the stockholders of Pionyr 1,800,652 shares of the Company’s common stock (including 153,121 shares of the Company’s non-voting common stock), and 4,153,439 shares of Series A Preferred Stock, which was a newly designated series of preferred stock that is intended to have economic rights equivalent to the Company’s common stock, but with only limited voting rights. The Series A Preferred Stock converted to shares of the Company’s common stock pursuant to stockholder approval at a special meeting of stockholders held on October 11, 2023. See “Note 15 – Subsequent Event” for additional information on stockholder approval of the conversion. Each stockholder of Pionyr at the time of closing also received one contractual CVR for each share of Pionyr stock held at closing. The CVR entitles the holder to receive 50 % of net proceeds, outside of royalties, for any potential monetization of Pionyr legacy programs within two years. Acquisition Accounting The Company concluded that the Acquisition should be accounted for as a capitalization transaction, primarily based on the following facts and circumstances: • The purpose of the transaction was for the Company to acquire the cash, cash equivalents and marketable securities of Pionyr; • A nominal amount of Pionyr’s others assets were acquired, primarily related to the right-of-use-asset for Pionyr’s office and lab space lease located in San Francisco, California. The Company is actively seeking a tenant to sublease the space; • Prior to the Acquisition, Pionyr was finalizing the wind down of all development activities that were ongoing. There will be no continuing operations of Pionyr other than the remaining wind down activities; • No value has been ascribed to the legacy intellectual property assets acquired; and • No assembled workforce or substantive processes were acquired that together could significantly contribute to the ability to create outputs. Under the recapitalization accounting model, the assets acquired and liabilities assumed were recognized at their fair value on August 4, 2023. The equity issued by the Company was recognized on the basis of the net fair value of the assets acquired and liabilities assumed. Cash consideration transferred and transaction costs incurred attributable to the Acquisition are reflected as reductions to equity. The Company incurred $ 1.4 million of transaction costs that were direct and incremental to the Acquisition. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Acquisition date (in thousands): Assets Acquired As of August 4, 2023 Cash and cash equivalents $ 40,926 Marketable securities 20,362 Prepaid expenses and other current assets 1,359 Right-of-use-asset 3,889 Deposits and other assets 406 Total assets acquired $ 66,942 Liabilities Assumed Accounts payable ( 2,844 ) Accrued expenses and other current liabilities ( 8,097 ) Operating lease liability ( 1,485 ) Long-term portion of operating lease liability ( 5,647 ) Other long term liabilities ( 852 ) Total liabilities assumed $ ( 18,925 ) Net assets acquired (1) $ 48,017 (1) Net assets acquired does not include the remaining costs to complete the wind down of Pionyr development activities and operations. Fair value of equity issued and consideration transferred in connection with the Acquisition (in thousands): As of August 4, 2023 Issuance of Series A Preferred Stock $ 32,837 Issuance of common stock 14,236 Cash consideration paid to settle Pionyr restricted stock units ("RSUs") and stock options 738 Cash consideration paid to Pionyr unaccredited stockholders 206 Total $ 48,017 The CVR was not accounted for as a derivative on the date of merger, nor was it included in the consideration transferred to acquire Pionyr. As of August 4, 2023 and September 30, 2023, the contingent consideration cannot be reasonably estimated, and the contingency was not resolved. |
Stockholder's Equity
Stockholder's Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholder's Equity | 10. Stockholder’s Equity Common Stock On May 17, 2023, the Company completed an underwritten registered offering (“URO”) of common stock pursuant to which it issued and sold 6,110,000 shares of the Company’s common stock at a purchase price of $ 6.55 per share. The Company received net proceeds from the URO of approximately $ 37.4 million after deducting commissions and other offering expenses. The URO was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-264517). On August 4, 2023, the Company acquired 100 % of the outstanding equity of Pionyr. Pursuant to the Acquisition, the Company issued to Pionyr stockholders 1,800,652 shares of the Company’s common stock (including 153,121 shares of the Company’s non-voting common stock). The Company also issued 4,153,439 shares of common stock issuable upon the conversion of 4,153,439 shares of Series A Preferred Stock to Pionyr stockholders pursuant to the Acquisition. Preferred Stock On August 4, 2023, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock (“Certificate of Designation”) with the Secretary of State of the State of Delaware in connection with the Acquisition, which provides for the issuance of shares of Series A Preferred Stock. Pursuant to the Acquisition, the Company agreed to issue 4,153,439 shares of Series A Preferred Stock to Pionyr stockholders. The Company agreed to hold a special meeting of stockholders to submit the approval of the conversion of the Series A Preferred Stock into shares of common stock, pursuant to which each share of Series A Preferred Stock would be convertible into one share of voting common stock, provided, however, that if such stockholder already held shares of the Company’s non-voting common stock prior to the conversion, such holder would receive shares of non-voting common stock in lieu of shares of voting common stock to the extent the issuance of shares of voting common stock to such holder would result in such holder, when aggregated with its affiliates for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), beneficially owning more than 9.99 % of the Company’s voting common stock (the “Non-Voting Beneficial Ownership Limitation”). If stockholders had not approved the conversion of the Series A Preferred Stock into common stock by February 4, 2024 (six (6) months from the closing of the Acquisition), then, upon any attempted conversion, holders of Series A Preferred Stock may have thereafter required the Company to repurchase the Series A Preferred Stock at the then-current fair value of the underlying Common Stock. On September 25, 2023, the Company filed a Definitive Proxy Statement with the SEC to solicit approval of the issuance of common stock upon conversion of the Series A Preferred Stock at a special meeting of stockholders. The Company classified convertible preferred stock as temporary equity in the accompanying consolidated statement of Convertible Preferred Stock and Stockholders’ Equity due to terms that allow for redemption of the shares in cash upon certain events that are outside of the Company’s control, including failure to obtain stockholder approval of the conversion of the Series A Preferred Stock. The Company did not accrete the value of the convertible preferred stock to the redemption values since a liquidation event was not considered probable prior to the conversion date. As of September 30, 2023, the redemption value of the Company's outstanding Series A Preferred Stock was $ 18.0 million based on the closing stock price of the Company's common stock on September 30, 2023 of $ 4.33 per share. The Series A Preferred Stock was subsequently converted to shares of the Company’s common stock pursuant to stockholder approval at a special meeting of stockholders held on October 11, 2023. See “Note 15 – Subsequent Event” for additional information on stockholder approval of the conversion. Voting Rights Except as otherwise required by law, the Series A Preferred Stock does not have voting rights. However, as long as any shares of Series A Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series A Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock, (b) alter or amend the Certificate of Designation, (c) amend or repeal any provision of, or add any provision to, our certificate of incorporation or bylaws, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of preferred stock if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of, the Series A Preferred Stock, (d) issue further shares of Series A Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series A Preferred Stock, (e) prior to the stockholder approval of the conversion of the Series A Preferred Stock into shares of common stock or at any time while at least 30 % of the originally issued Series A Preferred Stock remains issued and outstanding, consummate a Fundamental Transaction (as defined in the Certificate of Designation) or any merger or consolidation of the Company with or into another entity or any stock sale to, or other business combination in which the stockholders of the Company immediately before such transaction do not hold at least a majority of the capital stock of the Company immediately after such transaction, (f) authorize or issue any class or series of stock that has powers, preferences or rights that are senior to those of the Series A Preferred Stock, or (g) enter into any agreement with respect to any of the foregoing. Dividends Holders of Series A Preferred Stock are entitled to receive dividends on shares of Series A Preferred Stock equal, on an as-if-converted-to-common-stock basis and without regard to the Non-Voting Beneficial Ownership Limitation, equal to and in the same form as dividends actually paid on shares of common stock. Liquidation and Dissolution. The Series A Preferred Stock ranks (i) senior to any class or series of capital stock of the Company created after the date of the Acquisition specifically ranking by its terms junior to any Series A Preferred Stock and (ii) on parity with common stock upon any liquidation, dissolution or winding-up of the Company. Equity Incentive Plan The Company grants stock options under the 2021 Stock Incentive Plan (the “2021 Plan”). The Company also has stock options outstanding under the 2016 Stock Incentive Plan (“2016 Plan”), but is no longer granting awards under such plan. All shares of common stock underlying any awards that are forfeited, cancelled, expired, repurchased, or otherwise terminated under the 2021 and 2016 Plans are added back to the shares of common stock available for issuance under the 2021 Plan. On January 1, 2023, the number of shares available for issuance under the 2021 Plan increased by 1,450,299 shares as a result of the evergreen provision. As of September 30, 2023 , 3,264,419 shares of common stock remain available for future issuance under the 2021 Plan. The total compensation expense recognized in the statements of operations associated with all the stock-based compensation awards granted by the Company is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Research and development $ 1,058 $ 865 $ 3,114 $ 2,931 General and administrative 940 946 2,763 2,735 Total $ 1,998 $ 1,811 $ 5,877 $ 5,666 The weighted-average fair value of the stock options granted during the nine months ended September 30, 2023 was $ 2.25 . As of September 30, 2023, the total unrecognized stock-based compensation expense for unvested options was $ 13.4 million which is expected to be recognized over a weighted average period of 2.3 years. The following table summarizes stock option activity under the 2021 Plan for the nine months ended September 30, 2023: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 6,589,479 $ 7.29 7.73 $ 362 Granted 1,597,224 3.02 Exercised ( 34,027 ) 4.01 Cancelled or forfeited ( 735,320 ) 6.44 Outstanding as of September 30, 2023 7,417,356 $ 6.47 7.13 $ 4,062 Vested or expected to vest as of September 30, 2023 7,417,356 $ 6.47 7.13 $ 4,062 Options exercisable as of September 30, 2023 3,920,894 $ 6.58 6.22 $ 1,733 The aggregate intrinsic value of options exercised for the nine months ended September 30, 2023 and 2022 was $ 59.3 thousand and $ 1.2 million , respectively. The fair value of each option award granted is estimated on the date of grant using the Black-Scholes option pric ing model and the weighted average assumptions. The underlying assumptions used to value stock options granted to participants using the Black-Scholes option-pricing presented on a weight average basis were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Risk-free interest rate 4.73 % 2.89 % 3.91 % 2.36 % Expected dividend yield 0 % 0 % 0 % 0 % Expected option term (in years) 6.08 6.08 6.03 6.01 Expected stock price volatility 90.92 % 85.76 % 86.55 % 84.68 % Employee Stock Purchase Plan On March 20, 2021, the Company’s stockholders approved the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective on March 30, 2021 . The ESPP initially provides participating employees with the opportunity to purchase up to an aggregate of 346,613 shares of the Company’s common stock. An annual increase in the number of shares of common stock reserved and available for issuance under the ESPP shall be equal to 1 % of the number of shares of common stock outstanding on the immediately preceding December 31; and such lesser number of shares as determined by the Administrator as provided in the ESPP. As of September 30, 2023 , there has been no increase in the shares reserved and available for issuance and no shares have been purchased by employees under the ESPP. |
Research License Agreements
Research License Agreements | 9 Months Ended |
Sep. 30, 2023 | |
Research and Development [Abstract] | |
Research License Agreements | 11. Research License Agreements During 2015, the Company entered into an exclusive patent license agreement (the “UT Austin License”) to license certain technologies and intellectual property rights from the University of Texas at Austin (the “University”), an entity affiliated with a director of the Company at the time of the agreement. The UT Austin License shall remain in effect until the expiration or abandonment of the last to expire technologies and intellectual property rights. The Company shall pay License Maintenance fees annually of $ 40 thousand. Additionally, the Company shall make additional milestone payments to the University upon meeting certain development milestones in the aggregate of $ 4.7 million upon meeting certain development milestones during the term of the UT Austin License. The Company will pay the University royalties as defined in the UT Austin License on any commercialized product sales related to the licensed technology in a percentage in the low single digits. The Company will also be responsible for reimbursing the University for certain patent-related costs incurred on its behalf. In 2018, the Company acquired IPR&D on an Arrys’ immune-oncology candidate based on the intellectual property associated with Arrys’ AskAt License as part of the acquisition of Arrys. Total consideration allocated to the technology was $ 28.5 million and was recognized as research and development expense upon the acquisition. The AskAt License was intended to be used by the Company in its future development of therapeutic drug candidates for eventual clinical development and commercialization. The agreement will be terminated as of March 2024 and all assets will be returned to AskAt Inc. as of March 2024, at which point no further costs will be incurred by the Company. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies The Company is also party to various agreements, principally relating to licensed technology, that require future payments relating to milestones not met as of September 30, 2023 or royalties on future sales of specified products that have not yet occurred as of September 30, 2023 . |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Common Stockholders | 13. Net Loss per Share Attributable to Common Stockholders The Company has generated a net loss in all periods presented, therefore the basic and diluted net loss per share attributable to common stockholders are the same as the inclusion of the potentially dilutive securities would be anti-dilutive. The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because to do so would be anti-dilutive: Nine Months Ended September 30, 2023 2022 Options to purchase Common Stock 7,417,356 6,701,407 Convertible Preferred Stock 4,153,439 — Total 11,570,795 6,701,407 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions OrbiMed Advisors LLC (“OrbiMed”), a related party of the Company, was previously a stockholder of Pionyr. In connection with the Acquisition, OrbiMed was allocated 153,121 shares of non-voting common stock and 353,192 shares of Series A Preferred Stock, which converted to common stock pursuant to stockholder approval at a special meeting of stockholders held on October 11, 2023. As of September 30, 2023, OrbiMed beneficially owned approximately 8.9 % of the Company’s voting common stock outstanding. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Event | 15. Subsequent Event On September 25, 2023, the Company filed a Definitive Proxy Statement which included the proposal that the Company’s stockholders approve the conversion of the shares of Series A Preferred Stock issued in the Acquisition into shares of the Company’s common stock. The proposal was approved by the stockholders at a special meeting of stockholders held on October 11, 2023. Pursuant to the Certificate of Designation, the conversion was effective as of October 16, 2023 at 5:00 p.m. Eastern Time. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation: The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Arrys Therapeutics, Inc. (“Arrys”), Ikena Oncology Securities Corporation, Amplify Medicines, Inc, (“Amplify”) and Portsmouth Merger Sub II, LLC. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates: The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates and judgments are based on historical information and other market-specific or various relevant assumptions, including in certain circumstances, future projections, that management believes to be reasonable under the circumstances. Actual results could differ materially from estimates. Significant estimates and assumptions are used for, but not limited to the accruals for research and development expenses and research and development revenue under a collaboration agreement. |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies: The significant accounting policies and estimates used in the preparation of the accompanying consolidated financial statements are described in the Company’s audited consolidated financial statements for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 14, 2023. There have been no material changes in the Company’s significant accounting policies during the nine months ended September 30, 2023 except as discussed below. |
Concentration of Credit Risk and of Significant Suppliers | Concentration of Credit Risk and of Significant Suppliers: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, and marketable securities. Cash and cash equivalents are deposited with federally insured financial institutions in the United States and may, at times, exceed federally insured limits. The Company places marketable securities with a highly rated financial institution. Additionally, as of September 30, 2023, the Company has not experienced any credit related losses on accounts that hold the Company’s cash, cash equivalents and marketable securities. The Company is dependent on third-party manufacturers and clinical research organizations (“CROs”) to supply products and provide services for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. The Company also relies on at least two CROs to conduct its clinical trials. The Company’s programs could be adversely affected if a third-party manufacturer or a CRO is unable to successfully carry out their contractual obligations or meet expected deadlines. If a third-party manufacturer or a CRO needs to be replaced, the Company may not be able to complete its program development on its anticipated timelines and may incur additional expenses as a result, which could be significant. |
Convertible Preferred Stock | Convertible Preferred Stock: The Company records shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The Company applies the guidance in ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities in determining the classification of preferred stock as stockholder’s deficit or temporary equity. The Company classified convertible preferred stock as temporary equity in the accompanying consolidated statement of Convertible Preferred Stock and Stockholders’ Equity due to terms that allow for redemption of the shares in cash upon certain events that are outside of the Company’s control, including failure to obtain stockholder approval of the conversion of the Series A Preferred Stock. The Company did not accrete the value of the convertible preferred stock to the redemption values since a liquidation event was not considered probable prior to the conversion date. |
Contingent Value Rights | Contingent Value Rights: The Company evaluates the CVR to determine if it qualifies as a derivative under ASC 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date. Any changes in fair value are recorded as other income or expense for each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is probable within the next 12 months from the balance sheet date. The Company determined that certain contingent payments under the Acquisition qualified for the scope exception under ASC 815, and as such, were not recorded as a derivative on the balance sheet as of September 30, 2023. Upon resolution of the CVR, the Company will recognize the payment consistent with the guidance in ASC 450. As of September 30, 2023, the contingent consideration cannot be reasonably estimated, and the contingency was not resolved. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on our consolidated financial statements and disclosures. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets Measured at Fair Value | The following table presents information about the Company’s financial assets measured or disclosed at fair value by level within the fair value hierarchy (in thousands): As of September 30, Quoted Prices in Active Markets Significant Observable Inputs Significant Unobservable Inputs Assets Cash equivalents: Money market funds $ 51,061 $ 51,061 $ — $ — U.S. treasury securities 18,944 — 18,944 — Marketable securities U.S. treasury securities 34,252 — 34,252 — Corporate debt securities 41,404 — 41,404 — Total assets $ 145,661 $ 51,061 $ 94,600 $ — As of December 31, Quoted Prices in Active Markets Significant Observable Inputs Significant Unobservable Inputs Assets Cash equivalents: Money market funds $ 55,861 $ 55,861 $ — $ — Marketable securities U.S. treasury securities 22,606 — 22,606 — Corporate debt securities 74,422 — 74,422 — Total assets $ 152,889 $ 55,861 $ 97,028 $ — |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | The following tables summarize the Company's marketable securities (in thousands): As of September 30, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. treasury securities $ 53,198 $ 2 $ ( 4 ) $ 53,196 Corporate debt securities 41,692 — ( 288 ) 41,404 Total $ 94,890 $ 2 $ ( 292 ) $ 94,600 As of December 31, Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. treasury securities $ 22,630 $ — $ ( 24 ) $ 22,606 Corporate debt securities 75,161 — ( 739 ) 74,422 Total $ 97,791 $ — $ ( 763 ) $ 97,028 |
Schedule of Marketable Securities Unrealized Loss Position Fair Value | As of September 30, 2023 Less than 12 Months 12 Months or More Total Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Estimated Fair Value U.S. treasury securities $ ( 10 ) $ 29,273 $ - $ - $ ( 10 ) $ 29,273 Corporate debt securities ( 166 ) 28,269 ( 116 ) 13,135 ( 282 ) 41,404 Total $ ( 176 ) $ 57,542 $ ( 116 ) $ 13,135 $ ( 292 ) $ 70,677 |
Summary Of Fair Values Of Marketable Securities | The fair values of the Company's marketable securities by classification in the condensed consolidated balance sheets were as follows: As of September 30, 2023 As of December 31, Cash and cash equivalents $ 18,944 $ — Marketable securities 75,656 97,028 Total $ 94,600 $ 97,028 |
Schedule of Marketable Securities Fair Value By Contractual Maturity | Marketable securities fair value by contractual maturity were as follows (in thousands): As of As of Due in one year or less $ 89,278 $ 79,652 Due after one year through five years 5,322 17,376 Total $ 94,600 $ 97,028 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): As of September 30, 2023 As of December 31, 2022 Clinical, manufacturing and scientific development $ 1,621 $ 1,372 Prepaid Insurance 1,061 727 Other 1,019 964 Total $ 3,701 $ 3,063 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consist of the following (in thousands): As of September 30, 2023 As of December 31, 2022 Property and equipment: Lab equipment $ 2,980 $ 2,858 Leasehold improvements 1,219 1,216 Electronic equipment and software 481 481 Furniture and fixtures 475 475 Total property and equipment 5,155 5,030 Less: accumulated depreciation ( 2,522 ) ( 1,825 ) Property and equipment, net $ 2,633 $ 3,205 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): As of September 30, 2023 As of December 31, 2022 Employee compensation $ 2,961 $ 3,236 Research and development expenses 6,140 4,462 Professional fees 1,633 526 Other current liabilities 459 119 Total $ 11,193 $ 8,343 |
Acquisition of Pionyr Therape_2
Acquisition of Pionyr Therapeutics (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Acquisition date (in thousands): Assets Acquired As of August 4, 2023 Cash and cash equivalents $ 40,926 Marketable securities 20,362 Prepaid expenses and other current assets 1,359 Right-of-use-asset 3,889 Deposits and other assets 406 Total assets acquired $ 66,942 Liabilities Assumed Accounts payable ( 2,844 ) Accrued expenses and other current liabilities ( 8,097 ) Operating lease liability ( 1,485 ) Long-term portion of operating lease liability ( 5,647 ) Other long term liabilities ( 852 ) Total liabilities assumed $ ( 18,925 ) Net assets acquired (1) $ 48,017 (1) Net assets acquired does not include the remaining costs to complete the wind down of Pionyr development activities and operations. |
Schedule of Fair Value of Equity Issued and Consideration Transferred | Fair value of equity issued and consideration transferred in connection with the Acquisition (in thousands): As of August 4, 2023 Issuance of Series A Preferred Stock $ 32,837 Issuance of common stock 14,236 Cash consideration paid to settle Pionyr restricted stock units ("RSUs") and stock options 738 Cash consideration paid to Pionyr unaccredited stockholders 206 Total $ 48,017 |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Total Compensation Expense | The total compensation expense recognized in the statements of operations associated with all the stock-based compensation awards granted by the Company is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Research and development $ 1,058 $ 865 $ 3,114 $ 2,931 General and administrative 940 946 2,763 2,735 Total $ 1,998 $ 1,811 $ 5,877 $ 5,666 |
Summary of Stock Option Activity | The following table summarizes stock option activity under the 2021 Plan for the nine months ended September 30, 2023: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 6,589,479 $ 7.29 7.73 $ 362 Granted 1,597,224 3.02 Exercised ( 34,027 ) 4.01 Cancelled or forfeited ( 735,320 ) 6.44 Outstanding as of September 30, 2023 7,417,356 $ 6.47 7.13 $ 4,062 Vested or expected to vest as of September 30, 2023 7,417,356 $ 6.47 7.13 $ 4,062 Options exercisable as of September 30, 2023 3,920,894 $ 6.58 6.22 $ 1,733 |
Summary of Assumptions Used to Value Stock Options Granted to Participants Using Black-Scholes Option-Pricing | The fair value of each option award granted is estimated on the date of grant using the Black-Scholes option pric ing model and the weighted average assumptions. The underlying assumptions used to value stock options granted to participants using the Black-Scholes option-pricing presented on a weight average basis were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Risk-free interest rate 4.73 % 2.89 % 3.91 % 2.36 % Expected dividend yield 0 % 0 % 0 % 0 % Expected option term (in years) 6.08 6.08 6.03 6.01 Expected stock price volatility 90.92 % 85.76 % 86.55 % 84.68 % |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Outstanding Potentially Dilutive Securities Excluded in Calculation of Diluted Net Loss Per Share | The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because to do so would be anti-dilutive: Nine Months Ended September 30, 2023 2022 Options to purchase Common Stock 7,417,356 6,701,407 Convertible Preferred Stock 4,153,439 — Total 11,570,795 6,701,407 |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Additional Information) (Details) - Pionyr Immunotherapeutics, Inc - shares | Oct. 11, 2023 | Aug. 04, 2023 |
Subsequent Event | ||
Business Acquisition [Line Items] | ||
Business acquisition, contingent value right received for each share | 1 | |
Percentage of net proceeds from potential monetization of legacy programs receivable | 50% | |
Non-voting Common Stock | ||
Business Acquisition [Line Items] | ||
Business acquisition, shares issued | 153,121 | |
Series A Preferred Stock | ||
Business Acquisition [Line Items] | ||
Business acquisition, shares issued | 4,153,439 | |
Common Stock | ||
Business Acquisition [Line Items] | ||
Business acquisition, shares issued | 1,800,652 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets Measured at Fair Value (Details) - Fair Value On Recurring Basis - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | $ 145,661 | $ 152,889 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 51,061 | 55,861 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 94,600 | 97,028 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Cash Equivalents | 51,061 | 55,861 |
Money Market Funds | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Cash Equivalents | 51,061 | 55,861 |
U.S. Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Cash Equivalents | 18,944 | |
Total Marketable Securities | 34,252 | 22,606 |
U.S. Treasury Securities | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Cash Equivalents | 18,944 | |
Total Marketable Securities | 34,252 | 22,606 |
Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Marketable Securities | 41,404 | 74,422 |
Corporate Debt Securities | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Marketable Securities | $ 41,404 | $ 74,422 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Fair value, level 3 transfers out, amount | $ 0 | $ 0 |
Marketable securities - Summary
Marketable securities - Summary Of Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Marketable Securities [Line Items] | ||
Amortized Cost | $ 94,890 | $ 97,791 |
Gross Unrealized Gains | 2 | |
Gross Unrealized Losses | (292) | (763) |
Fair Value | 94,600 | 97,028 |
U.S. Treasury Securities | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 53,198 | 22,630 |
Gross Unrealized Gains | 2 | |
Gross Unrealized Losses | (4) | (24) |
Fair Value | 53,196 | 22,606 |
Corporate Debt Securities | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 41,692 | 75,161 |
Gross Unrealized Losses | (288) | (739) |
Fair Value | $ 41,404 | $ 74,422 |
Marketable securities - Schedul
Marketable securities - Schedule Of Marketable Securities Unrealized Loss Position Fair Value (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] | |
Marketable securities, Less than 12 Months Gross Unrealized Losses | $ (176) |
Marketable securities, Less than 12 Months Estimated Fair Value | 57,542 |
Marketable securities, 12 Months or More Gross Unrealized Losses | (116) |
Marketable securities, 12 Months or More Estimated Fair Value | 13,135 |
Marketable securities, Total Gross Unrealized Losses | (292) |
Marketable securities, Total Estimated Fair Value | 70,677 |
U.S. Treasury Securities | |
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] | |
Marketable securities, Less than 12 Months Gross Unrealized Losses | (10) |
Marketable securities, Less than 12 Months Estimated Fair Value | 29,273 |
Marketable securities, Total Gross Unrealized Losses | (10) |
Marketable securities, Total Estimated Fair Value | 29,273 |
Corporate Debt Securities | |
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] | |
Marketable securities, Less than 12 Months Gross Unrealized Losses | (166) |
Marketable securities, Less than 12 Months Estimated Fair Value | 28,269 |
Marketable securities, 12 Months or More Gross Unrealized Losses | (116) |
Marketable securities, 12 Months or More Estimated Fair Value | 13,135 |
Marketable securities, Total Gross Unrealized Losses | (282) |
Marketable securities, Total Estimated Fair Value | $ 41,404 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) Position | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Position | Sep. 30, 2022 USD ($) | |
Investments, Debt and Equity Securities [Abstract] | ||||
Number of marketable securities in an unrealized loss position | Position | 28 | 28 | ||
Impairment charges related to available-for-sale securities | $ 0 | $ 0 | $ 0 | $ 0 |
Allowance for credit losses for available for sale debt securities | $ 0 | $ 0 | $ 0 | $ 0 |
Marketable securities - Summa_2
Marketable securities - Summary Of Fair Values Of Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Cash and cash equivalents | $ 18,944 | |
Marketable securities | 75,656 | $ 97,028 |
Total | $ 94,600 | $ 97,028 |
Marketable Securities - Sched_2
Marketable Securities - Schedule of Marketable Securities Fair Value By Contractual Maturity (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Due in one year or less | $ 89,278 | $ 79,652 |
Due after one year through five years | 5,322 | 17,376 |
Total | $ 94,600 | $ 97,028 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Clinical, manufacturing and scientific development | $ 1,621 | $ 1,372 |
Prepaid Insurance | 1,061 | 727 |
Other | 1,019 | 964 |
Total | $ 3,701 | $ 3,063 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property and equipment: | ||
Total property and equipment, gross | $ 5,155 | $ 5,030 |
Less: accumulated depreciation | (2,522) | (1,825) |
Property and equipment, net | 2,633 | 3,205 |
Lab Equipment | ||
Property and equipment: | ||
Total property and equipment, gross | 2,980 | 2,858 |
Leasehold Improvements | ||
Property and equipment: | ||
Total property and equipment, gross | 1,219 | 1,216 |
Electronic Equipment and Software | ||
Property and equipment: | ||
Total property and equipment, gross | 481 | 481 |
Furniture and Fixtures | ||
Property and equipment: | ||
Total property and equipment, gross | $ 475 | $ 475 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 200,000 | $ 200,000 | $ 700,000 | $ 700,000 |
Impairment of property and equipment | $ 0 | $ 0 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued Expenses And Other Current Liabilities [Abstract] | ||
Employee compensation | $ 2,961 | $ 3,236 |
Research and development expenses | 6,140 | 4,462 |
Professional fees | 1,633 | 526 |
Other current liabilities | 459 | 119 |
Total | $ 11,193 | $ 8,343 |
Collaboration Agreement and S_2
Collaboration Agreement and Stock Purchase Agreement with Bristol Myers Squibb - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jan. 31, 2019 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||
Stock Purchase Agreement with Bristol Myers Squibb | Series A-1 Preferred Stock | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Preferred stock, shares issued | 14,545,450 | |||||
Bristol Myers Squibb Collaboration Agreement and Stock Purchase Agreement | BMS | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Upfront consideration payment | $ 95,000 | |||||
Option to exercise additional consideration if clinical trial not completed within research term | 250 | |||||
Milestone payments eligible to receive | 450,000 | |||||
Bristol Myers Squibb Collaboration Agreement and Stock Purchase Agreement | BMS | IK-175 | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Amount eligible to receive in case of exercise of options | 50,000 | |||||
Bristol Myers Squibb Collaboration Agreement and Stock Purchase Agreement | BMS | IK-412 | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Amount eligible to receive in case of exercise of options | 40,000 | |||||
Bristol Myers Squibb Collaboration Agreement | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Upfront amount allocated to equity arrangements | 1,800 | |||||
Transaction price allocated to revenue arrangement | 78,700 | |||||
Revenue recognized which were previously included in deferred revenue | $ 1,200 | $ 6,400 | $ 8,500 | $ 10,200 | ||
Deferred revenue | $ 700 | $ 700 | ||||
Bristol Myers Squibb Collaboration Agreement | IK-175 | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Transaction price allocated to revenue arrangement | 41,200 | |||||
Bristol Myers Squibb Collaboration Agreement | IK-412 | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Transaction price allocated to revenue arrangement | $ 37,500 |
Acquisition of Pionyr Therape_3
Acquisition of Pionyr Therapeutics - Additional Information (Details) - Pionyr Immunotherapeutics, Inc - USD ($) $ in Millions | Oct. 11, 2023 | Aug. 04, 2023 |
Business Acquisition [Line Items] | ||
Business acquisition, transaction cost | $ 1.4 | |
Common Stock | ||
Business Acquisition [Line Items] | ||
Business acquisition, shares issued | 1,800,652 | |
Non-voting Common Stock | ||
Business Acquisition [Line Items] | ||
Business acquisition, shares issued | 153,121 | |
Series A Preferred Stock | ||
Business Acquisition [Line Items] | ||
Business acquisition, shares issued | 4,153,439 | |
Subsequent Event | ||
Business Acquisition [Line Items] | ||
Business acquisition, contingent value right received for each share | 1 | |
Percentage of net proceeds from potential monetization of legacy programs receivable | 50% |
Acquisition of Pionyr Therape_4
Acquisition of Pionyr Therapeutics - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - Pionyr Immunotherapeutics, Inc $ in Thousands | Aug. 04, 2023 USD ($) | |
Assets Acquired | ||
Cash and cash equivalents | $ 40,926 | |
Marketable securities | 20,362 | |
Prepaid expenses and other current assets | 1,359 | |
Right-of-use-asset | 3,889 | |
Deposits and other assets | 406 | |
Total assets acquired | 66,942 | |
Liabilities Assumed | ||
Accounts payable | (2,844) | |
Accrued expenses and other current liabilities | (8,097) | |
Operating lease liability | (1,485) | |
Long-term portion of operating lease liability | (5,647) | |
Other long term liabilities | (852) | |
Total liabilities assumed | (18,925) | |
Net assets acquired | $ 48,017 | [1] |
[1] (1) Net assets acquired does not include the remaining costs to complete the wind down of Pionyr development activities and operations. |
Acquisition of Pionyr Therape_5
Acquisition of Pionyr Therapeutics - Schedule of Fair Value of Equity Issued and Consideration Transferred (Details) - Pionyr Immunotherapeutics, Inc $ in Thousands | Aug. 04, 2023 USD ($) |
Business Acquisition [Line Items] | |
Total | $ 48,017 |
Series A Preferred Stock | |
Business Acquisition [Line Items] | |
Issuance of stock | 32,837 |
Common Stock | |
Business Acquisition [Line Items] | |
Issuance of stock | 14,236 |
Restricted Stock Units ("RSUs") and Stock Options | |
Business Acquisition [Line Items] | |
Cash consideration paid | 738 |
Unaccredited Stockholders | |
Business Acquisition [Line Items] | |
Cash consideration paid | $ 206 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Details) - USD ($) | 9 Months Ended | ||||||
Aug. 04, 2023 | May 17, 2023 | Mar. 30, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Jan. 01, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares reserved for issuance | 3,264,419 | ||||||
Weighted-average fair value of the stock options granted | $ 2.25 | ||||||
Total unrecognized stock-based compensation balance for unvested options | $ 13,400,000 | ||||||
Total unrecognized stock-based compensation balance for unvested options expected to be recognized period | 2 years 3 months 18 days | ||||||
Aggregate intrinsic value of options exercised | $ 59,300 | $ 1,200,000 | |||||
Preferred stock, shares issued | 0 | 0 | |||||
Shares of common stock | 44,104,672 | 36,257,493 | |||||
Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Percenatage of originally issued series A preferred stock | 30% | ||||||
Series A Preferred Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Redemption value of outstanding preferred stock | $ 18,000,000 | ||||||
Preferred stock, redemption price per share | $ 4.33 | ||||||
Common stock beneficial ownership, percentage | 9.99% | ||||||
Pionyr Immunotherapeutics, Inc | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares of common stock | 1,800,652 | ||||||
Percentage of acquired of outstanding equity | 100% | ||||||
Pionyr Immunotherapeutics, Inc | Nonvoting Common Stock [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares of common stock | 153,121 | ||||||
Pionyr Immunotherapeutics, Inc | Series A Preferred Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Preferred stock, shares issued | 4,153,439 | ||||||
Common Stock | Pionyr Immunotherapeutics, Inc | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock issuable upon the conversion | 4,153,439 | ||||||
Common Stock | URO | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Company issued and sold shares of common stock | 6,110,000 | ||||||
Public offering price | $ 6.55 | ||||||
Net proceeds received after deducting commissions and other offering expenses | $ 37,400,000 | ||||||
2021 Stock Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares reserved for issuance | 1,450,299 | ||||||
2021 Employee Stock Purchase Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Plan effective date | Mar. 30, 2021 | ||||||
Increase in number of shares reserved and available for issuance as percentage on common stock outstanding | 1% | ||||||
Number of shares purchased by employees | 0 | ||||||
2021 Employee Stock Purchase Plan | Common Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares issued for purchase | 346,613 |
Stockholder's Equity - Schedule
Stockholder's Equity - Schedule of Total Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 1,998 | $ 1,811 | $ 5,877 | $ 5,666 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation expense | 1,058 | 865 | 3,114 | 2,931 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 940 | $ 946 | $ 2,763 | $ 2,735 |
Stockholder's Equity - Summary
Stockholder's Equity - Summary of Stock Option Activity (Details) - 2021 Plan $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options, Outstanding | shares | 6,589,479 | |
Number of Options, Granted | shares | 1,597,224 | |
Number of Options, Exercised | shares | (34,027) | |
Number of Options, Cancelled or forfeited | shares | (735,320) | |
Number of Options, Outstanding | shares | 7,417,356 | 6,589,479 |
Number of Options, Vested or expected to vest | shares | 7,417,356 | |
Number of Options, Options exercisable | shares | 3,920,894 | |
Weighted- Average Exercise Price, Outstanding | $ / shares | $ 7.29 | |
Weighted- Average Exercise Price, Granted | $ / shares | 3.02 | |
Weighted- Average Exercise Price, Exercised | $ / shares | 4.01 | |
Weighted- Average Exercise Price, Cancelled or forfeited | $ / shares | 6.44 | |
Weighted- Average Exercise Price, Outstanding | $ / shares | 6.47 | $ 7.29 |
Weighted- Average Exercise Price, Vested or expected to vest | $ / shares | 6.47 | |
Weighted- Average Exercise Price, Options exercisable | $ / shares | $ 6.58 | |
Weighted- Average Remaining Contractual Term, Outstanding | 7 years 1 month 17 days | 7 years 8 months 23 days |
Weighted- Average Remaining Contractual Term, Vested or expected to vest | 7 years 1 month 17 days | |
Weighted- Average Remaining Contractual Term, Option exercisable | 6 years 2 months 19 days | |
Aggregate Intrinsic Value, Outstanding | $ | $ 4,062 | $ 362 |
Aggregate Intrinsic Value, Vested or expected to vest | $ | 4,062 | |
Aggregate Intrinsic Value, Options exercisable as of June 30, 2023 | $ | $ 1,733 |
Stockholder's Equity - Summar_2
Stockholder's Equity - Summary of Assumptions Used to Value Stock Options Granted to Participants Using Black-Scholes Option-Pricing (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||||
Risk-free interest rate | 4.73% | 2.89% | 3.91% | 2.36% |
Expected dividend yield | 0% | 0% | 0% | 0% |
Expected option term (in years) | 6 years 29 days | 6 years 29 days | 6 years 10 days | 6 years 3 days |
Expected stock price volatility | 90.92% | 85.76% | 86.55% | 84.68% |
Research License Agreements - A
Research License Agreements - Additional Information (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, 2018 | Dec. 31, 2015 | |
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||
Research and development | $ 14,654 | $ 18,850 | $ 45,378 | $ 48,682 | ||
UT Austin License | University | ||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||
License maintenance fees | $ 40 | |||||
Additional milestone payments payable upon meeting certain development milestones | $ 4,700 | |||||
Royalties terms | The Company will pay the University royalties as defined in the UT Austin License on any commercialized product sales related to the licensed technology in a percentage in the low single digits. | |||||
AskAt License | ||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||
Research and development | $ 28,500 | |||||
License agreement, termination month and year | 2024-03 |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Common Stockholders - Summary of Outstanding Potentially Dilutive Securities Excluded in Calculation of Diluted Net Loss Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 11,570,795 | 6,701,407 |
Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 4,153,439 | |
Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 7,417,356 | 6,701,407 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - OrbiMed Advisors LLC - shares | Aug. 04, 2023 | Sep. 30, 2023 |
Voting Common Stock | ||
Related Party Transaction [Line Items] | ||
Equity method investment, ownership percentage | 8.90% | |
Non-voting Common Stock | Pionyr Immunotherapeutics, Inc | ||
Related Party Transaction [Line Items] | ||
Shares issued | 153,121 | |
Series A Preferred Stock | Pionyr Immunotherapeutics, Inc | ||
Related Party Transaction [Line Items] | ||
Shares issued | 353,192 |