MiNK Therapeutics (INKT) 10-Q 15 Aug 22 2022 Q2 Quarterly report Financial data

Document Entity Information

Document Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 05, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Period End Date	Jun. 30, 2022
Document Fiscal Period Focus	Q2
Entity Registrant Name	MiNK Therapeutics, Inc.
Entity Central Index Key	0001840229
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity File Number	001-40908
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		33,775,073
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Title of 12(b) Security	Common Stock, par value $0.00001 per share
Trading Symbol	INKT
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-2142067
Entity Address, Address Line One	149 Fifth Avenue
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10010
City Area Code	212
Local Phone Number	994-8250
Document Quarterly Report	true
Document Transition Report	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
ASSETS
Cash and cash equivalents	$ 29,846,915	$ 38,888,828
Prepaid expenses	104,400	1,761
Other current assets	378,125	744,321
Total current assets	30,329,440	39,634,910
Equipment, net of accumulated depreciation of $213,610 and $168,605 at June 30, 2022 and December 31, 2021, respectively	787,541	606,595
Total assets	31,116,981	40,241,505
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	4,790,598	2,995,645
Accrued liabilities	2,844,792	1,763,688
Other current liabilities	2,196,962	5,760,609
Due to related parties	7,594,791	5,945,094
Total current liabilities	17,427,143	16,465,036
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Common stock, par value $0.00001 per share; 150,000,000 shares authorized; 33,669,694 and 33,476,523 shares issued at June 30, 2022 and December 31, 2021, respectively	337	335
Additional paid-in capital	109,230,018	107,349,265
Accumulated other comprehensive income (loss)	1,297,188	(625,269)
Accumulated deficit	(96,837,705)	(82,947,862)
Total stockholders’ equity	13,689,838	23,776,469
Total liabilities and stockholders’ equity	$ 31,116,981	$ 40,241,505

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Statement Of Financial Position [Abstract]
Equipment, net of accumulated depreciation	$ 213,610	$ 168,605
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	33,669,694	33,476,523

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Operating expenses:
Research and development	$ 5,876,092	$ 3,584,611	$ 11,153,427	$ 6,682,322
General and administrative	1,822,339	867,896	3,919,293	1,462,877
Change in fair value of convertible affiliated note		1,159,873		475,437
Operating loss	(7,698,431)	(5,612,380)	(15,072,720)	(8,620,636)
Other income (expense), net:
Interest income (expense), net	26,377	(805,049)	25,529	(1,548,744)
Other income (expense), net	1,559,312	82,267	1,157,348	(11,976)
Net loss	$ (6,112,742)	$ (6,335,162)	$ (13,889,843)	$ (10,181,356)
Per common share data:
Basic net loss per common share	$ (0.18)	$ (0.26)	$ (0.41)	$ (0.42)
Diluted net loss per common share	$ (0.18)	$ (0.26)	$ (0.41)	$ (0.42)
Weighted average number of common shares outstanding, basic	33,619,449	24,177,315	33,562,278	24,177,315
Weighted average number of common shares outstanding, diluted	33,619,449	24,177,315	33,562,278	24,177,315
Other comprehensive income (loss):
Foreign currency translation gain (loss)	$ 1,399,686	$ (165,714)	$ 1,922,457	$ 187,591
Comprehensive loss	$ (4,713,056)	$ (6,500,876)	$ (11,967,386)	$ (9,993,765)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Treasury Stock	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Beginning Balance at Dec. 31, 2020	$ (53,874,177)	$ 242	$ 383,711		$ (1,523,038)	$ (52,735,092)
Beginning Balance, Shares at Dec. 31, 2020		24,177,315
Net loss	(3,846,194)					(3,846,194)
Other comprehensive income (loss)	353,305				353,305
Grant and recognition of stock options	263,081		263,081
Recognition of parent stock options	19,949		19,949
Ending Balance at Mar. 31, 2021	(57,084,036)	$ 242	666,741		(1,169,733)	(56,581,286)
Ending Balance, Shares at Mar. 31, 2021		24,177,315
Beginning Balance at Dec. 31, 2020	(53,874,177)	$ 242	383,711		(1,523,038)	(52,735,092)
Beginning Balance, Shares at Dec. 31, 2020		24,177,315
Net loss	(10,181,356)
Ending Balance at Jun. 30, 2021	(63,177,609)	$ 242	1,074,044		(1,335,447)	(62,916,448)
Ending Balance, Shares at Jun. 30, 2021		24,177,315
Beginning Balance at Mar. 31, 2021	(57,084,036)	$ 242	666,741		(1,169,733)	(56,581,286)
Beginning Balance, Shares at Mar. 31, 2021		24,177,315
Net loss	(6,335,162)					(6,335,162)
Other comprehensive income (loss)	(165,714)				(165,714)
Grant and recognition of stock options	356,097		356,097
Recognition of parent stock options	51,206		51,206
Ending Balance at Jun. 30, 2021	(63,177,609)	$ 242	1,074,044		(1,335,447)	(62,916,448)
Ending Balance, Shares at Jun. 30, 2021		24,177,315
Beginning Balance at Dec. 31, 2021	23,776,469	$ 335	107,349,265		(625,269)	(82,947,862)
Beginning Balance, Shares at Dec. 31, 2021		33,476,523
Net loss	(7,777,101)					(7,777,101)
Other comprehensive income (loss)	522,771				522,771
Option exercises	689	$ 1	688
Option exercises, Shares		84,391
Grant and recognition of stock options	741,773		741,773
Recognition of parent stock options	43,733		43,733
Ending Balance at Mar. 31, 2022	17,308,334	$ 336	108,135,459		(102,498)	(90,724,963)
Ending Balance, Shares at Mar. 31, 2022		33,560,914
Beginning Balance at Dec. 31, 2021	23,776,469	$ 335	107,349,265		(625,269)	(82,947,862)
Beginning Balance, Shares at Dec. 31, 2021		33,476,523
Net loss	$ (13,889,843)
Option exercises, Shares	132,509
Ending Balance at Jun. 30, 2022	$ 13,689,838	$ 337	109,230,018		1,297,188	(96,837,705)
Ending Balance, Shares at Jun. 30, 2022		33,669,694
Beginning Balance at Mar. 31, 2022	17,308,334	$ 336	108,135,459		(102,498)	(90,724,963)
Beginning Balance, Shares at Mar. 31, 2022		33,560,914
Net loss	(6,112,742)					(6,112,742)
Other comprehensive income (loss)	1,399,686				1,399,686
Option exercises	301		301
Option exercises, Shares		48,118
Grant and recognition of stock options	796,924		796,924
Recognition of parent stock options	3,886		3,886
Forfeiture of restricted stock	(75)		(75)
Forfeiture of restricted stock, shares		(20,872)
Issuance of shares for employee bonuses	136,330	$ 1	293,523	$ (157,194)
Issuance of shares for employee bonuses, shares		125,199
Issuance of shares for employee bonus, treasury shares				(43,665)
Retirement of treasury shares	157,194			$ 157,194
Retirement of treasury shares, share		(43,665)		43,665
Ending Balance at Jun. 30, 2022	$ 13,689,838	$ 337	$ 109,230,018		$ 1,297,188	$ (96,837,705)
Ending Balance, Shares at Jun. 30, 2022		33,669,694

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities:
Net loss	$ (13,889,843)	$ (10,181,356)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	55,386	33,841
Share-based compensation	1,586,316	690,333
Gain on partial forgiveness of liability	(2,790,809)
Interest accrued on convertible affiliated note		1,548,744
Change in fair value of convertible affiliated note		475,437
Changes in operating assets and liabilities:
Prepaid expenses	(102,694)	320,678
Accounts payable	1,610,291	(890,774)
Accrued liabilities	1,558,953	582,443
Other operating assets and liabilities	3,150,815	(208,233)
Net cash used in operating activities	(8,821,585)	(7,628,887)
Cash flows from investing activities:
Purchases of plant and equipment	(62,413)	(137,440)
Net cash used in investing activities	(62,413)	(137,440)
Cash flows from financing activities:
Proceeds from option exercises	990
Purchase of treasury shares to satisfy tax withholdings	(157,194)
Proceeds from issuance of convertible affiliated note		6,676,772
Net cash provided by (used in) financing activities	(156,204)	6,676,772
Effect of exchange rate changes on cash	(1,711)	56,746
Net decrease in cash and cash equivalents	(9,041,913)	(1,032,809)
Cash and cash equivalents, beginning of period	38,888,828	2,691,156
Cash and cash equivalents, end of period	29,846,915	$ 1,658,347
Supplemental cash flow information:
Cash paid for interest	1,550
Supplemental disclosures - non-cash activities:
Purchases of plant and equipment in accounts payable and accrued liabilities	200,553
Employee Bonus
Supplemental disclosures - non-cash activities:
Issuance of common stock, $0.00001 par value, for payment of employee bonuses	$ 293,524

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical)	Jun. 30, 2022 $ / shares
Common stock, par value	$ 0.00001
Employee Bonus
Common stock, par value	$ 0.00001

Business and Liquidity

Business and Liquidity	6 Months Ended
	Jun. 30, 2022
Business And Liquidity [Abstract]
Business and Liquidity	(1) Business and Liquidity MiNK Therapeutics, Inc. (“MiNK” or the “Company”) is a clinical stage biopharmaceutical company pioneering the discovery, development and manufacturing of allogeneic, off-the-shelf, invariant natural killer T (“iNKT”) cell therapies to treat cancer and other immune-mediated diseases. iNKT cells are a distinct T cell population that combine durable memory responses with the rapid cytolytic features of natural killer cells. iNKT cells offer distinct therapeutic advantages as a platform for allogeneic therapy in that the cells naturally home to tissues, aid clearance of tumors and infected cells and suppress graft-versus-host-disease. MiNK’s proprietary platform is designed to facilitate scalable and reproducible manufacturing for off-the-shelf delivery. As such, the Company believes that its approach represents a highly versatile application for therapeutic development in cancer and immune diseases. MiNK is leveraging its platform and manufacturing capabilities to develop a wholly owned or exclusively licensed pipeline of both native and engineered iNKT cells. Since inception, in 2017, until the completion of the Company’s initial public offering (“IPO”), the Company financed its operations primarily through funding from Agenus Inc. (“Agenus”), its parent company. The Company has incurred losses since inception and, as of June 30, 2022, had an accumulated deficit of $96.8 million. MiNK expects to continue incurring operating losses and negative cash flows for the foreseeable future. Based on the Company’s current plans and projections, MiNK believes its cash and cash equivalents balance as of June 30, 2022 of $29.8 million will be sufficient to satisfy its liquidity requirements for more than one year from when these financial statements were issued. Management continually monitors the Company’s liquidity position and adjusts spending as needed in order to preserve liquidity. The Company’s future liquidity needs will be determined primarily by the success of its operations with respect to the progression of the Company’s product candidates and key development and regulatory events in the future. Potential sources of additional funding for the Company include: (1) pursuing collaboration, out-licensing and/or partnering opportunities for the Company’s portfolio programs and product candidates with one or more third parties, (2) securing debt financing and/or (3) selling equity securities. MiNK’s product candidates are in various stages of development and significant additional expenditures will be required if the Company starts new trials, encounters delays in its programs, applies for regulatory approvals, continues development of its technologies, expands its operations, and/or brings its product candidates to market. The eventual total cost of each clinical trial is dependent on a number of factors such as trial design, length of the trial, number of clinical sites, and number of patients. The process of obtaining and maintaining regulatory approvals for new therapeutic products is lengthy, expensive, and uncertain. Because all of the Company’s programs are at an early stage of clinical development, the Company is unable to reliably estimate the cost of completing its research and development programs or the timing for bringing such programs to various markets or substantial partnering or out-licensing arrangements, and, therefore, when, if ever, material cash inflows are likely to commence.

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	(2) Significant Accounting Policies The Company’s significant accounting policies are disclosed in the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (“SEC”) on March 18, 2022. Since the date of those financial statements, there have been no changes to the Company’s significant accounting policies. The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete annual consolidated financial statements. In the opinion of the Company’s management, the condensed consolidated financial statements include all normal and recurring adjustments considered necessary for a fair presentation of the Company’s financial position and operating results. All significant intercompany transactions and accounts have been eliminated in consolidation. Operating results for the six months ended June 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that it believes to be reasonable under the circumstances. Actual results could differ materially from those estimates. For the Company’s foreign subsidiaries, the local currency is the functional currency. Assets and liabilities of its foreign subsidiaries are translated into U.S. dollars using rates in effect at the balance sheet date while expenses are translated into U.S. dollars using average exchange rates during the period. The cumulative translation adjustment resulting from changes in exchange rates are included in the condensed consolidated balance sheets as a component of accumulated other comprehensive income ( loss ) in total stockholders’ equity ( deficit ) .

Net Loss Per Share

Net Loss Per Share	6 Months Ended
	Jun. 30, 2022
Earnings Per Share [Abstract]
Net Loss Per Share	(3) Net Loss Per Share Basic loss per common share is calculated by dividing the net loss by the weighted average number of common shares outstanding. Diluted loss per common share is calculated by dividing net loss by the weighted average number of common shares outstanding plus the dilutive effect of outstanding instruments such as stock options. Because the Company reported a net loss for all periods presented, diluted loss per common share is the same as basic loss per common share, as the effect of utilizing the fully diluted share count would have reduced the net loss per common share. Therefore, the following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as of June 30, 2022 and 2021, as they would be anti-dilutive: Six Months Ended June 30, 2022 2021 Stock options 6,397,673 4,845,203 Non-vested shares 695,750 —

Investments

Investments	6 Months Ended
	Jun. 30, 2022
Investments All Other Investments [Abstract]
Investments	(4) Investments Cash equivalents consisted of the following as of June 30, 2022 (in thousands): June 30, 2022 Cost Estimated Fair Value Institutional money market funds $ 26,027 $ 26,027

Accrued and Other Current Liabi

Accrued and Other Current Liabilities	6 Months Ended
	Jun. 30, 2022
Accrued Liabilities Current [Abstract]
Accrued and Other Current Liabilities	(5) Accrued and Other Current Liabilities Accrued liabilities consisted of the following as of June 30, 2022 and December 31, 2021 (in thousands): June 30, 2022 December 31, 2021 Payroll $ 508 $ 575 Professional fees 657 531 Contract manufacturing costs 458 — Research services 1,215 656 Other 7 2 Total $ 2,845 $ 1,764 Other current liabilities of $2.2 million and $5.3 million as of June 30, 2022 and December 31, 2021, respectively, represent the advance received under the Company’s research and development agreement with the Belgium Walloon Region Government (“Walloon Region”). The Company received notice that the Walloon Region had obtained a default judgment seeking repayment of approximately $2.2 million of the advance based upon the Company allegedly not providing required notification that research and operations in the region were discontinued. The Company reduced the recorded liability from the prior total of all amounts received under the advance from the Walloon Region, and recorded a gain of approximately $2.7 million in “other income (expense), net” on its condensed consolidated statement of operations for the period ended June 30, 2022. The Company continues to evaluate its options to resolve the dispute relating to the remaining outstanding liability.

Share-based Compensation Plans

Share-based Compensation Plans	6 Months Ended
	Jun. 30, 2022
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Share-based Compensation Plans	(6) Share-based Compensation Plans The Company primarily uses the Black-Scholes option pricing model to value options granted to employees and non-employees, as well as options granted to members of the Company’s Board of Directors. All stock option grants have 10-year terms and generally vest ratably over a 3 or 4-year period. A summary of option activity for the six-month period ended June 30, 2022 is presented below: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2021 4,871,822 $ 1.38 Granted 2,060,100 3.11 Exercised (132,509 ) 0.01 Forfeited (171,260 ) 2.71 Expired (230,481 ) 0.68 Outstanding at June 30, 2022 6,397,673 $ 1.95 8.43 $ 3,264,203 Vested or expected to vest at June 30, 2022 6,397,673 $ 1.95 8.43 $ 3,264,203 Exercisable at June 30, 2022 2,603,119 $ 1.09 7.78 $ 2,282,204 The weighted average grant-date fair values of options granted during the six-month period ended June 30, 2022, was $2.15. During the six-month period ended June 30, 2022, all options were granted with exercise prices equal to the market value of the underlying shares of common stock on the grant date. As of June 30, 2022, there was $5.8 million of unrecognized share-based compensation expense related to these stock options which, if all milestones are achieved, will be recognized over a weighted average period of 2.9 years. A summary of non-vested stock activity for the six-month period ended June 30, 2022 is presented below: Nonvested Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2021 723,580 $ 2.91 Granted 125,199 3.60 Vested (125,199 ) 3.60 Forfeited (27,830 ) 0.01 Outstanding at June 30, 2022 695,750 $ 3.03 As of June 30, 2022, there was $1.3 million of unrecognized share-based compensation expense related to these non-vested shares which will be recognized over a weighted average period of 1.2 years. Stock based compensation expense also includes expense related to awards to employees of the Company from the Agenus 2019 Equity Incentive Plan. The impact on the Company’s results of operations from share-based compensation for the three and six months ended June 30, 2022 and 2021, was as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Research and development $ 126,361 $ 54,123 $ 244,565 $ 85,278 General and administrative 674,449 353,180 1,341,751 605,055 Total share-based compensation expense $ 800,810 $ 407,303 $ 1,586,316 $ 690,333

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	(7) Related Party Transactions Until the completion of its IPO, the Company relied on Agenus for all of its working capital requirements. For the periods presented, certain of the Company’s operations were fully integrated with Agenus, including, but not limited to, corporate functions such as finance, human resources, information technology and legal functions. The Company’s consolidated financial statements reflect all costs of doing business related to these operations. In September 2021, the Company entered into an Intellectual Property Assignment and License Agreement with Agenus (the “New Assignment and License Agreement”), upon which the prior intercompany agreement between Agenus and MiNK was terminated. Pursuant to the New Assignment and License Agreement, Agenus assigned to the Company certain patent rights and know-how related to its iNKT cell platform, product candidates and other patents and know-how related to its business. In addition to the patent rights assigned to the Company by Agenus, the Company also received an exclusive, royalty-free, sublicensable license to research, develop, manufacture and commercialize certain licensed technology in the field. The New Assignment and License Agreement further provides for the Company to grant Agenus a field-limited, non-exclusive, royalty-free license under the assigned patent rights, subject to MiNK’s discretion and provided such access would not reasonably result in a disruption of planned MiNK activities. Agenus has also agreed to provide the Company with Agenus’ biological material upon written request in order for the Company to use such material in its development activities of a combination therapy. Agenus may withhold the transfer of biological material, including, but not limited to, checkpoint modulating antibodies, for various reasons, including if such transfer would reasonably result in a disruption of planned Agenus activities. For any materials Agenus does share with the Company, the parties have agreed to enter into a separate agreement governing the transfer and providing for joint ownership of the data. Agenus has agreed that during the full term of the New Assignment and License Agreement, and for three years thereafter, it will not develop, manufacture or commercialize an iNKT cell therapy, directly or indirectly by transferring such technology. The Company has the sole responsibility to develop, manufacture and commercialize products under this New Assignment and License Agreement. The Company may terminate the New Assignment and License Agreement without cause upon 90 days ’ prior written notice to Agenus. Either party may terminate if they believe there has been a material breach which has not been cured within 90 days (or 45 days for breach of payment obligations) of receiving such notice. Effective April 1, 2022, the Company entered into an Amended and Restated Intercompany Services Agreement (the “New Intercompany Agreement”) with Agenus, which amended and restated the Intercompany General & Administrative Agreement between the Company and Agenus dated September 10, 2021 (the “Prior Intercompany Agreement”). Under the New Intercompany Agreement, Agenus provides the Company with certain general and administrative support, including, without limitation, financial, facilities management, human resources and information technology administrative support (the “Agenus Services”), and the Company and Agenus provide each other with certain research and development services (the “R&D Services”) and other support services, including legal and regulatory support (the “Shared Services”). The Company is required to pay 10% of Agenus’ costs related to the Agenus Services, and the costs of R&D Services are based upon pass-through costs related to such services plus an allocation of the costs of the employees performing the services. No payment will be due from either party for the Shared Services, provided that the services provided by each party are proportional in scope and volume. The Company is also entitled to use Agenus’ business offices and laboratory space and equipment in exchange for the Company contributing a proportionate payment for the use of such facilities and equipment, and the Company will be covered by certain Agenus insurance policies, subject to certain conditions, including the Company paying the cost of such coverage. Either party may terminate the New Intercompany Agreement upon 60 days’ prior written notice and individual services upon 30 days’ prior written notice. Allocated Agenus services primarily include payroll related expenses, facility costs, insurance and stock-based compensation, and are included in the accompanying financial statements based on certain estimates and allocations described above. Under the Prior Intercompany Agreement, the allocation methods primarily included time devoted to activities and headcount-based allocations. Agenus business services and occupancy costs were allocated to the Company based on the Company’s headcount as a percentage of Agenus’ and the Company was required to pay 105% of Agenus’ costs for these business services and occupancy costs. Research services were charged between the entities based on hours recorded by Agenus employees as time spent on specific projects, applied to hourly wage rates, and the Company paid 110% of Agenus’ costs for these research services. As such, these allocations may not be indicative of the actual amounts that would have been recorded had the Company operated as an independent, publicly traded company for the periods presented. Allocation of Agenus services, net of approximately $470,000 and $937,000 for the three months ended June 30, 2022 and 2021, respectively, and $1.3 million and $1.2 million for the six months ended June 30, 2022 and 2021, respectively, is included in “Operating expenses” in the Company’s statement of operations and “Due to related parties” in the Company’s condensed consolidated balance sheet. Effective April 12, 2022, the Company entered into a Master Services Agreement with Atlant Clinical Ltd. (“Atlant”), a subsidiary of Agenus, to provide clinical trial support services to the Company, including an eTMF platform, medical monitoring and data manager services. The Company’s Audit and Finance Committee approved the engagement under its related-party transactions policy for up to $250,000 in services. These services are expected to be completed over the remainder of 2022. As of June 30, 2022, the Company had entered into work orders with Atlant totaling approximately $155,000, plus out of pocket expenses which are to pass through to Company at cost. For the three and six months ended June 30, 2022, approximately $37,000 related to these services is included in “Research and development” expense in the Company’s condensed consolidated statements of operations. In February 2021, the Company entered into a fifth Convertible Promissory Note (the “Note”) with Agenus with terms identical to the convertible promissory note, as amended, issued to Agenus on April 1, 2019, increasing the amount of borrowing capacity to up to $50.0 million and extending the maturity to July 1, 2022. In September 2021, the Company entered into an amendment to the convertible promissory note with Agenus to provide, among other things, that the Note would automatically convert into the Company’s common stock upon the completion of the IPO . In accordance with the terms of the Note, interest was computed on the basis of a 360-day year at 8% and accrued but was not payable until converted or paid. The Note was automatically converted, at a rate equal to the quotient obtained by dividing (i) the amount due on the date of conversion by (ii) 80% of the per share price of the Company’s common stock sold in the IPO, into 5,451,958 shares of the Company’s common stock upon completion of the IPO in October 2021, and was not outstanding at June 30, 2022.

Fair Value Measurement

Fair Value Measurement	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurement	(8) Fair Value Measurement The Company measured the Note at fair value. In connection with the IPO, the Note was automatically converted into 5,451,958 shares of the Company’s common stock and was not outstanding as of June 30, 2022. The fair value of the Note at June 30, 2021 was $52.5 million, based on the Level 2 valuation hierarchy of the fair value measurements standard using a scenario based present value methodology that was derived by evaluating the nature and terms of each note and considering the prevailing economic and market conditions at the balance sheet date. The impact of the change in the fair value for the six months ended June 30, 2021 was $475,000.

Contingencies

Contingencies	6 Months Ended
	Jun. 30, 2022
Loss Contingency [Abstract]
Contingencies	(9) Contingencies The Company may currently be, or may become, a party to legal proceedings. While the Company currently believes that the ultimate outcome of any of these proceedings will not have a material adverse effect on its financial position, results of operations, or liquidity, litigation is subject to inherent uncertainty and consumes both cash and management attention.

Recent Accounting Pronouncement

Recent Accounting Pronouncements	6 Months Ended
	Jun. 30, 2022
New Accounting Pronouncements And Changes In Accounting Principles [Abstract]
Recent Accounting Pronouncements	(10) Recent Accounting Pronouncements No new accounting pronouncement issued or effective during the six months ended June 30, 2022 had or is expected to have a material impact on the Company’s consolidated financial statements or disclosures.

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	6 Months Ended
	Jun. 30, 2022
Earnings Per Share [Abstract]
Schedule of Anti-dilutive Securities	Therefore, the following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as of June 30, 2022 and 2021, as they would be anti-dilutive: Six Months Ended June 30, 2022 2021 Stock options 6,397,673 4,845,203 Non-vested shares 695,750 —

Investments (Tables)

Investments (Tables)	6 Months Ended
	Jun. 30, 2022
Investments All Other Investments [Abstract]
Summary of Cash Equivalents	Cash equivalents consisted of the following as of June 30, 2022 (in thousands): June 30, 2022 Cost Estimated Fair Value Institutional money market funds $ 26,027 $ 26,027

Accrued and Other Current Lia_2

Accrued and Other Current Liabilities (Tables)	6 Months Ended
	Jun. 30, 2022
Accrued Liabilities Current [Abstract]
Summary of Accrued liabilities	Accrued liabilities consisted of the following as of June 30, 2022 and December 31, 2021 (in thousands): June 30, 2022 December 31, 2021 Payroll $ 508 $ 575 Professional fees 657 531 Contract manufacturing costs 458 — Research services 1,215 656 Other 7 2 Total $ 2,845 $ 1,764

Share-based Compensation Plans

Share-based Compensation Plans (Tables)	6 Months Ended
	Jun. 30, 2022
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Summary of Option Activity	A summary of option activity for the six-month period ended June 30, 2022 is presented below: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2021 4,871,822 $ 1.38 Granted 2,060,100 3.11 Exercised (132,509 ) 0.01 Forfeited (171,260 ) 2.71 Expired (230,481 ) 0.68 Outstanding at June 30, 2022 6,397,673 $ 1.95 8.43 $ 3,264,203 Vested or expected to vest at June 30, 2022 6,397,673 $ 1.95 8.43 $ 3,264,203 Exercisable at June 30, 2022 2,603,119 $ 1.09 7.78 $ 2,282,204
Summary of Non-vested Stock Activity	A summary of non-vested stock activity for the six-month period ended June 30, 2022 is presented below: Nonvested Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2021 723,580 $ 2.91 Granted 125,199 3.60 Vested (125,199 ) 3.60 Forfeited (27,830 ) 0.01 Outstanding at June 30, 2022 695,750 $ 3.03
Summary of Share-based Compensation Expense	The impact on the Company’s results of operations from share-based compensation for the three and six months ended June 30, 2022 and 2021, was as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Research and development $ 126,361 $ 54,123 $ 244,565 $ 85,278 General and administrative 674,449 353,180 1,341,751 605,055 Total share-based compensation expense $ 800,810 $ 407,303 $ 1,586,316 $ 690,333

Business and Liquidity - Additi

Business and Liquidity - Additional Information (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Business And Liquidity [Abstract]
Accumulated deficit	$ 96,837,705	$ 82,947,862
Cash and cash equivalents	$ 29,846,915	$ 38,888,828

Net Loss Per Share - Schedule o

Net Loss Per Share - Schedule of Anti-dilutive Securities (Details) - shares	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total anti-dilutive securities	6,397,673	4,845,203
Non-Vested Shares
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total anti-dilutive securities	695,750

Investments - Summary of Cash E

Investments - Summary of Cash Equivalents (Details) - Institutional Money Market Funds $ in Thousands	Jun. 30, 2022 USD ($)
Cash And Cash Equivalents [Line Items]
Cost	$ 26,027
Estimated Fair Value	$ 26,027

Accrued and Other Current Lia_3

Accrued and Other Current Liabilities - Summary of Accrued liabilities (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Accrued Liabilities Current [Abstract]
Payroll	$ 508,000	$ 575,000
Professional fees	657,000	531,000
Contract manufacturing costs	458,000
Research services	1,215,000	656,000
Other	7,000	2,000
Total	$ 2,844,792	$ 1,763,688

Accrued and Other Current Lia_4

Accrued and Other Current Liabilities - Additional Information (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
Other Liabilities Current [Line Items]
Other current liabilities	$ 2,196,962	$ 2,196,962	$ 5,760,609
Research and Development Agreement
Other Liabilities Current [Line Items]
Other current liabilities	2,200,000	2,200,000	$ 5,300,000
Research and Development Agreement | Other Income (Expense), Net
Other Liabilities Current [Line Items]
Repayable advance received	$ 2,200,000
Revenue recognized		$ 2,700,000

Share-based Compensation Plan_2

Share-based Compensation Plans - Additional Information (Details) $ / shares in Units, $ in Millions	6 Months Ended
	Jun. 30, 2022 USD ($) $ / shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average grant-date fair values of options granted | $ / shares	$ 2.15
Unrecognized share-based compensation expense related to stock options	$ 5.8
Weighted average period of unrecognized share-based compensation expense	1 year 2 months 12 days
Unrecognized share-based compensation expense related to non-vested shares	$ 1.3
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock option grants, term	10-year
Weighted average period of unrecognized share-based compensation expense	2 years 10 months 24 days
Minimum | Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock option, vesting period	3 years
Maximum | Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock option, vesting period	4 years

Share-based Compensation Plan_3

Share-based Compensation Plans - Summary of Option Activity (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Options, Outstanding at Beginning Balance	4,871,822
Options, Granted	2,060,100
Options, Exercised	(132,509)
Options, Forfeited	(171,260)
Options, Expired	(230,481)
Options, Outstanding at Ending Balance	6,397,673
Options, Vested or expected to vest at June 30, 2022	6,397,673
Options, Exercisable at June 30, 2022	2,603,119
Outstanding at Beginning Balance, Weighted Average Exercise Price	$ 1.38
Granted, Weighted Average Exercise Price	3.11
Exercised, Weighted Average Exercise Price	0.01
Forfeited, Weighted Average Exercise Price	2.71
Expired, Weighted Average Exercise Price	0.68
Outstanding at Ending Balance, Weighted Average Exercise Price	1.95
Vested or expected to vest at June 30, 2022, Weighted Average Exercise Price	1.95
Exercisable at June 30, 2022, Weighted Average Exercise Price	$ 1.09
Outstanding at June 30, 2022, Weighted Average Remaining Contractual Term	8 years 5 months 4 days
Vested or expected to vest at June 30, 2022, Weighted Average Remaining Contractual Term	8 years 5 months 4 days
Exercisable at June 30, 2022, Weighted Average Remaining Contractual Term	7 years 9 months 10 days
Outstanding at June 30, 2022, Aggregate Intrinsic Value	$ 3,264,203
Vested or expected to vest at June 30, 2022, Aggregate Intrinsic Value	3,264,203
Exercisable at June 30, 2022, Aggregate Intrinsic Value	$ 2,282,204

Share-based Compensation Plan_4

Share-based Compensation Plans - Summary of Non-vested Stock Activity (Details)	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Nonvested Shares, Outstanding at Beginning Balance | shares	723,580
Nonvested Shares, Granted | shares	125,199
Nonvested Shares, Vested | shares	(125,199)
Nonvested Shares, Forfeited | shares	(27,830)
Nonvested Shares, Outstanding at Ending Balance | shares	695,750
Outstanding at Beginning Balance, Weighted Average Grant Date Fair Value | $ / shares	$ 2.91
Granted, Weighted Average Grant Date Fair Value | $ / shares	3.60
Vested, Weighted Average Grant Date Fair Value | $ / shares	3.60
Forfeited, Weighted Average Grant Date Fair Value | $ / shares	0.01
Outstanding at Ending Balance, Weighted Average Grant Date Fair Value | $ / shares	$ 3.03

Share-based Compensation Plan_5

Share-based Compensation Plans - Summary of Stock Based Compensation Expense (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total share-based compensation expense	$ 800,810	$ 407,303	$ 1,586,316	$ 690,333
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total share-based compensation expense	126,361	54,123	244,565	85,278
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total share-based compensation expense	$ 674,449	$ 353,180	$ 1,341,751	$ 605,055

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)			3 Months Ended		6 Months Ended
	Apr. 12, 2022	Apr. 01, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Feb. 28, 2021
Agenus Inc
Related Party Transaction [Line Items]
Period of license agreement					3 years
Period for breach of payment obligations					45 days
Terminate license agreement period					90 days
Related party transaction, description					The Company may terminate the New Assignment and License Agreement without cause upon 90 days’ prior written notice to Agenus. Either party may terminate if they believe there has been a material breach which has not been cured within 90 days (or 45 days for breach of payment obligations) of receiving such notice.
Percentage of computation of interest					8%
Percentage value of common stock sold in initial public offering			80%		80%
Initial public offering, net of offering costs, shares					5,451,958
Agenus Inc | Maximum
Related Party Transaction [Line Items]
Increasing amount of borrowing capacity							$ 50,000,000
Agenus Inc | Operating Expenses
Related Party Transaction [Line Items]
Expenses from transactions with related party			$ 470,000	$ 937,000	$ 1,300,000	$ 1,200,000
Agenus Inc | New Intercompany Service Agreement
Related Party Transaction [Line Items]
Percentage of service cost					10%
Service agreement notice period		60 days
Agenus Inc | Individual Services
Related Party Transaction [Line Items]
Service agreement notice period		30 days
Agenus Inc | Business Services and Occupancy Costs
Related Party Transaction [Line Items]
Percentage of service cost					105%
Agenus Inc | Research Services
Related Party Transaction [Line Items]
Percentage of service cost					110%
Atlant Clinical Ltd [Member]
Related Party Transaction [Line Items]
Expenses from transactions with related party	$ 250,000
Work order received from related party			155,000		$ 155,000
Atlant Clinical Ltd [Member] | Research and Development
Related Party Transaction [Line Items]
Clinical research services			$ 37,000		$ 37,000

Fair Value Measurement - Additi

Fair Value Measurement - Additional Information (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Conversion of convertible affiliated note, shares	5,451,958
Impact of change in fair value		$ 475,000
Level 2
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Fair value of note		$ 52,500,000