Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 31, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | CANDEL THERAPEUTICS, INC. | |
Entity Central Index Key | 0001841387 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 28,689,842 | |
Entity File Number | 001-40629 | |
Entity Tax Identification Number | 52-2214851 | |
Entity Address, Address Line One | 117 Kendrick St | |
Entity Address, Address Line Two | Suite 450 | |
Entity Address, City or Town | Needham | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02494 | |
Entity Incorporation, State or Country Code | DE | |
City Area Code | 617 | |
Local Phone Number | 916-5445 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | CADL | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Bankruptcy Proceedings, Reporting Current | true |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 88,385 | $ 35,053 |
Prepaid expenses and other current assets | 2,565 | 93 |
Total current assets | 90,950 | 35,146 |
Fixed assets, net | 4,587 | 2,787 |
Other long-term assets | 423 | 349 |
Total assets | 95,960 | 38,282 |
Current liabilities: | ||
Accounts payable | 925 | 921 |
Accrued expenses | 3,243 | 3,142 |
Other current liabilities | 229 | 187 |
Paycheck protection program loan | 463 | |
Total current liabilities | 4,397 | 4,713 |
Deferred revenue | 31 | 125 |
Deferred rent | 554 | 632 |
Long-term debt | 541 | 483 |
Warrant liability | 27,450 | 6,831 |
Total liabilities | 32,973 | 12,784 |
Commitments and contingencies (Note 12) | ||
Stockholders’ deficit: | ||
Preferred stock, $0.01 par value; 10,000,000 shares authorized at September 30, 2021, no shares issued or outstanding at September 30, 2021 and December 31, 2020, respectively. | ||
Common stock, $0.01 par value; 150,000,000 and 75,000,000 shares authorized at September 30, 2021 and December 31, 2020, respectively. Shares issued and outstanding 28,689,842 and 11,635,094 at September 30, 2021 and December 31, 2020, respectively. | 286 | 116 |
Additional paid-in capital | 144,592 | 20,493 |
Accumulated deficit | (81,891) | (44,171) |
Total stockholders' equity (deficit) | 62,987 | (23,562) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | $ 95,960 | 38,282 |
Series B Convertible Preferred Stock | ||
Current liabilities: | ||
Convertible preferred stock | 26,560 | |
Series C Convertible Preferred Stock | ||
Current liabilities: | ||
Convertible preferred stock | $ 22,500 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (unaudited) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Temporary equity, shares authorized | 17,187,676 | |
Preferred stock par value | $ 0.01 | |
Preferred stock, shares authorized | 10,000,000 | |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 150,000,000 | 75,000,000 |
Common stock, shares, issued | 28,689,842 | 11,635,094 |
Common stock, shares, outstanding | 28,689,842 | 11,635,094 |
Series B Convertible Preferred Stock | ||
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 0 | 11,155,506 |
Temporary equity, shares issued | 0 | 11,155,506 |
Temporary equity, shares outstanding | 0 | 11,155,506 |
Series C Convertible Preferred Stock | ||
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 0 | 6,032,170 |
Temporary equity, shares issued | 0 | 6,032,170 |
Temporary equity, shares outstanding | 0 | 6,032,170 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Research and development service revenue, related party | $ 31 | $ 31 | $ 94 | $ 94 |
Operating expenses: | ||||
Research and development | 5,265 | 1,813 | 11,324 | 5,220 |
General and administrative | 2,795 | 967 | 6,756 | 2,559 |
Total operating expenses | 8,060 | 2,780 | 18,080 | 7,779 |
Loss from operations | (8,029) | (2,749) | (17,986) | (7,685) |
Other income (expense): | ||||
Grant income | 131 | 154 | 927 | 473 |
Interest, dividend and investment income (expense), net | (14) | 41 | (42) | 62 |
Change in fair value of warrant liability | (8,250) | (20,619) | (52) | |
Total other income (expense), net | (8,133) | 195 | (19,734) | 483 |
Net loss | (16,162) | (2,554) | (37,720) | (7,202) |
Other comprehensive (loss) gain: | ||||
Unrealized (loss) gain on available-for-sale securities | (4) | 69 | ||
Comprehensive loss | $ (16,162) | $ (2,558) | $ (37,720) | $ (7,133) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.69) | $ (0.22) | $ (2.42) | $ (0.62) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 23,325,716 | 11,614,754 | 15,579,267 | 11,614,616 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Series B Convertible Preferred Stock | Series C Convertible Preferred Stock | Common Stock | Common StockSeries B Convertible Preferred Stock | Common StockSeries C Convertible Preferred Stock | Additional Paid In Capital | Additional Paid In CapitalSeries B Convertible Preferred Stock | Additional Paid In CapitalSeries C Convertible Preferred Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning Balance at Dec. 31, 2019 | $ (8,038) | $ 116 | $ 18,356 | $ (19) | $ (26,491) | ||||||
Temporary Equity, Beginning Balance, Shares at Dec. 31, 2019 | 11,155,506 | 6,032,170 | |||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2019 | $ 26,560 | $ 22,500 | |||||||||
Beginning Balance, Shares at Dec. 31, 2019 | 11,613,737 | ||||||||||
Options exercised | 1 | 1 | |||||||||
Options exercised, Shares | 1,017 | ||||||||||
Stock-based compensation | 134 | 134 | |||||||||
Change in fair value of NC Ohio Trust Warrants | 220 | 220 | |||||||||
Unrealized gain (loss) on marketable securities | 69 | 69 | |||||||||
Net loss | (7,202) | (7,202) | |||||||||
Ending Balance at Sep. 30, 2020 | (14,816) | $ 116 | 18,711 | 50 | (33,693) | ||||||
Temporary equity, Ending Balance, Shares at Sep. 30, 2020 | 11,155,506 | 6,032,170 | |||||||||
Temporary equity, Ending Balance at Sep. 30, 2020 | $ 26,560 | $ 22,500 | |||||||||
Ending Balance, Shares at Sep. 30, 2020 | 11,614,754 | ||||||||||
Beginning Balance at Dec. 31, 2019 | (8,038) | $ 116 | 18,356 | (19) | (26,491) | ||||||
Temporary Equity, Beginning Balance, Shares at Dec. 31, 2019 | 11,155,506 | 6,032,170 | |||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2019 | $ 26,560 | $ 22,500 | |||||||||
Beginning Balance, Shares at Dec. 31, 2019 | 11,613,737 | ||||||||||
Net loss | (17,680) | ||||||||||
Ending Balance at Dec. 31, 2020 | $ (23,562) | $ 116 | 20,493 | (44,171) | |||||||
Temporary equity, Ending Balance, Shares at Dec. 31, 2020 | 11,155,506 | 6,032,170 | |||||||||
Temporary equity, Ending Balance at Dec. 31, 2020 | $ 26,560 | $ 22,500 | |||||||||
Ending Balance, Shares at Dec. 31, 2020 | 11,635,094 | 11,635,094 | |||||||||
Beginning Balance at Jun. 30, 2020 | $ (12,341) | $ 116 | 18,628 | 54 | (31,139) | ||||||
Temporary Equity, Beginning Balance, Shares at Jun. 30, 2020 | 11,155,506 | 6,032,170 | |||||||||
Temporary Equity, Beginning Balance at Jun. 30, 2020 | $ 26,560 | $ 22,500 | |||||||||
Beginning Balance, Shares at Jun. 30, 2020 | 11,614,754 | ||||||||||
Stock-based compensation | 83 | 83 | |||||||||
Unrealized gain (loss) on marketable securities | (4) | (4) | |||||||||
Net loss | (2,554) | (2,554) | |||||||||
Ending Balance at Sep. 30, 2020 | (14,816) | $ 116 | 18,711 | $ 50 | (33,693) | ||||||
Temporary equity, Ending Balance, Shares at Sep. 30, 2020 | 11,155,506 | 6,032,170 | |||||||||
Temporary equity, Ending Balance at Sep. 30, 2020 | $ 26,560 | $ 22,500 | |||||||||
Ending Balance, Shares at Sep. 30, 2020 | 11,614,754 | ||||||||||
Beginning Balance at Dec. 31, 2020 | $ (23,562) | $ 116 | 20,493 | (44,171) | |||||||
Temporary Equity, Beginning Balance, Shares at Dec. 31, 2020 | 11,155,506 | 6,032,170 | |||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2020 | $ 26,560 | $ 22,500 | |||||||||
Beginning Balance, Shares at Dec. 31, 2020 | 11,635,094 | 11,635,094 | |||||||||
Options exercised | $ 35 | 35 | |||||||||
Options exercised, Shares | 24,410 | 24,410 | |||||||||
Warrants exercised | $ 430 | $ 1 | 429 | ||||||||
Warrants exercised, Shares | 75,946 | ||||||||||
Stock-based compensation | 2,564 | 2,564 | |||||||||
Change in fair value of NC Ohio Trust Warrants | 845 | 845 | |||||||||
Temporary equity, Conversion of Series Preferred Stock to common stock | $ (26,560) | $ (22,500) | |||||||||
Temporary equity, Conversion of Series Preferred Stock to common stock, Shares | (11,155,506) | (6,032,170) | |||||||||
Conversion of Series Preferred Stock to common stock | $ 26,560 | $ 22,500 | $ 45 | $ 25 | $ 26,515 | $ 22,475 | |||||
Conversion of Series Preferred Stock to common stock, Shares | 4,538,578 | 2,527,820 | |||||||||
Proceeds from IPO, net | 71,335 | $ 99 | 71,236 | ||||||||
Proceeds from IPO, net, Shares | 9,887,994 | ||||||||||
Net loss | (37,720) | (37,720) | |||||||||
Ending Balance at Sep. 30, 2021 | $ 62,987 | $ 286 | 144,592 | (81,891) | |||||||
Temporary equity, Ending Balance, Shares at Sep. 30, 2021 | 0 | 0 | |||||||||
Ending Balance, Shares at Sep. 30, 2021 | 28,689,842 | 28,689,842 | |||||||||
Beginning Balance at Jun. 30, 2021 | $ (43,175) | $ 117 | 22,437 | (65,729) | |||||||
Temporary Equity, Beginning Balance, Shares at Jun. 30, 2021 | 11,155,506 | 6,032,170 | |||||||||
Temporary Equity, Beginning Balance at Jun. 30, 2021 | $ 26,560 | $ 22,500 | |||||||||
Beginning Balance, Shares at Jun. 30, 2021 | 11,731,889 | ||||||||||
Warrants exercised | 20 | 20 | |||||||||
Warrants exercised, Shares | 3,561 | ||||||||||
Stock-based compensation | 1,314 | 1,314 | |||||||||
Change in fair value of NC Ohio Trust Warrants | 595 | 595 | |||||||||
Temporary equity, Conversion of Series Preferred Stock to common stock | $ (26,560) | $ (22,500) | |||||||||
Temporary equity, Conversion of Series Preferred Stock to common stock, Shares | (11,155,506) | (6,032,170) | |||||||||
Conversion of Series Preferred Stock to common stock | $ 26,560 | $ 22,500 | $ 45 | $ 25 | $ 26,515 | $ 22,475 | |||||
Conversion of Series Preferred Stock to common stock, Shares | 4,538,578 | 2,527,820 | |||||||||
Proceeds from IPO, net | 71,335 | $ 99 | 71,236 | ||||||||
Proceeds from IPO, net, Shares | 9,887,994 | ||||||||||
Net loss | (16,162) | (16,162) | |||||||||
Ending Balance at Sep. 30, 2021 | $ 62,987 | $ 286 | $ 144,592 | $ (81,891) | |||||||
Temporary equity, Ending Balance, Shares at Sep. 30, 2021 | 0 | 0 | |||||||||
Ending Balance, Shares at Sep. 30, 2021 | 28,689,842 | 28,689,842 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (37,720) | $ (7,202) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 54 | 85 |
Non-cash stock compensation expense | 3,409 | 354 |
Non-cash interest expense | 58 | 49 |
Paycheck protection program loan forgiveness | (463) | |
Change in fair value of warrant liability | 20,619 | 52 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (2,472) | 55 |
Accounts payable | 4 | 827 |
Accrued expenses | (422) | 123 |
Deferred revenue | (94) | (94) |
Deferred rent | (36) | 96 |
Other long term assets | 83 | |
Net cash used in operating activities | (16,980) | (5,655) |
Cash Flows from Investing Activities: | ||
Sale of available-for-sale securities | 19,296 | |
Purchase of fixed assets | (1,331) | (1,023) |
Net cash (used in) provided by investing activities | (1,331) | 18,273 |
Cash Flows from Financing Activities: | ||
Net proceeds from initial public offering | 71,335 | |
Proceeds from paycheck protection program loan | 460 | |
Proceeds from warrant exercises | 430 | |
Proceeds from option exercises | 35 | 1 |
Net cash provided by financing activities | 71,800 | 461 |
Net increase in cash | 53,489 | 13,079 |
Cash, cash equivalents and restricted cash at beginning of period | 35,319 | 5,445 |
Cash, cash equivalents and restricted cash at end of period | 88,808 | 18,524 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for taxes | 28 | 81 |
Capital expenditures in accounts payable and accrued expenses | 523 | $ 69 |
Series B Convertible Preferred Stock | ||
Noncash Financing Activity: | ||
Conversion of Series Preferred Stock to Common Stock | 26,560 | |
Series C Convertible Preferred Stock | ||
Noncash Financing Activity: | ||
Conversion of Series Preferred Stock to Common Stock | $ 22,500 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and basis of presentation | 1. Organization and basis of presentation Candel Therapeutics, Inc., formerly known as Advantagene, Inc (the “Company”) is a late clinical stage biotechnology company that was incorporated in Delaware in June 2003. On November 30, 2020, the Company changed its name to Candel Therapeutics, Inc. The Company is focused on helping patients fight cancer with oncolytic viral immunotherapies. The Company’s engineered viruses are designed to induce immunogenic cell death through direct viral – mediated cytotoxicity in cancer cells, thus releasing tumor neo-antigens and creating a pro-inflammatory microenvironment at the site of injection. This approach combines an in-depth knowledge of viral immunotherapy and extensive clinical experience across a wide range of indications. The Company has established two oncolytic viral immunotherapy platforms and its two product candidates, CAN-2409 and CAN-3110, are in clinical trials for a number of tumor types. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. The Company has funded its operations primarily with proceeds from the sale of its capital stock and convertible notes. The Company has incurred recurring losses since its inception, including a net loss of $ 37,720 and $ 17,680 for the nine months ended September 30, 2021, and the year ended December 31, 2020, respectively. In addition, as of September 30, 2021, the Company had an accumulated deficit of $81,891. The Company expects to continue to generate operating losses for the foreseeable future. On July 29, 2021, the Company completed its initial public offering of common stock, or the IPO, at which time the Company issued 9,000,000 shares of its common stock at a price to the public of $ 8.00 per share, and on August 13, 2021, the Company issued an additional 887,994 common shares at $ 8.00 per share as a partial exercise of the underwriters’ option to purchase additional shares, resulting in net proceeds to the Company of $ 71,335 , after deducting underwriting discounts and commissions and offering expenses. Upon closing of the IPO, all outstanding shares of the Company’s convertible preferred stock automatically converted into 7,066,398 shares of common stock. The future viability of the Company is dependent on its ability to raise additional capital to finance its operations. The Company’s inability to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurances that additional funding will be available on terms acceptable to the Company, or at all. The Company believes that existing resources will fund planned operations for at least 12 months from the date that these consolidated financial statements were available to be issued. Accordingly, the condensed consolidated financial statements have been prepared on a basis that assumes the Company continue as a going concern and contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Reverse stock split On July 14, 2021, the Company’s board of directors and stockholders approved a one-for- 2.4579 reverse stock split of the Company’s issued and outstanding common stock and a proportional adjustment to the existing conversion ratios for the outstanding shares of convertible preferred stock which became effective on July 15, 2021. Accordingly, all share and per share amounts for all periods presented in the accompanying condensed consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the reverse stock split. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 2. Summary of significant accounting policies Basis of presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board (FASB). The FASB sets generally accepted accounting principles ("GAAP") that the Company follows to ensure its financial condition, results of operations, and cash flows are consistently reported. References to GAAP issued by the FASB in these notes to the financial statements are to the FASB Accounting Standards Codification ("ASC"). Principles of consolidation The condensed consolidated financial statements include the accounts of Candel Therapeutics, Inc. and its wholly owned subsidiary Candel Therapeutics Securities Corporation. All intercompany transactions and balances have been eliminated. Emerging growth company The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “Jobs Act”). Under the Jobs Act emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the Jobs Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the Jobs Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Unaudited Interim Financial Information The accompanying condensed consolidated balance sheet as of September 30, 2021, the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2021 and 2020, the condensed consolidated statements of convertible preferred stock and stockholders’ equity (deficit) for the three and nine months ended September 30, 2021 and 2020, the condensed consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020, and the related interim disclosures are unaudited. These unaudited condensed consolidated financial statements include all adjustments necessary, consisting of only normal recurring adjustments, to fairly state the financial position and the results of the Company’s operations and cash flows for interim periods in accordance with U.S. GAAP. Interim period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included elsewhere in the Company’s final prospectus filed with the SEC on July 29, 2021 pursuant to rule 424(b)(4) relating to the registration statement on Form S-1 (File No. 333-257444). Use of estimates The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and related disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. On an ongoing basis, the Company’s management evaluates its estimates, which include but are not limited to management’s judgments of the useful life of fixed assets, accrued expenses, fair value of common stock prior to the IPO, valuation of share-based awards, valuations of warrants, fair value of debt and income taxes. Actual results could differ from those estimates. Prior to the IPO, the Company utilized significant estimates and assumptions in determining the fair value of its common stock. The Company has utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation (the Practice Aid), to estimate the fair value of its common stock and warrants. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, the prices at which the Company sold shares of preferred stock, the superior rights and preferences of securities senior to the Company’s common stock at the time of, and the likelihood of, achieving a liquidity event, such as an initial public offering or sale. Significant changes to the key assumptions used in the valuations could result in different fair values of common stock at each valuation date. Comprehensive income (loss) Components of comprehensive income or loss, including net income or loss, are reported in the condensed consolidated financial statements in the period in which they are recognized. Other comprehensive income or loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net income (loss) and other comprehensive income (loss) are reported net of any related tax effect to arrive at comprehensive income (loss). Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. For the periods presented, the Company had no elements of other comprehensive loss other than its net loss and unrealized gain on marketable securities. Cash and cash equivalents The Company considers all highly liquid investments purchased with original final maturities of 90 days or less from the date of purchase to be cash equivalents. Cash and cash equivalents comprise marketable securities with maturities of less than 90 days when purchased. Cash equivalents are reported at fair value. Restricted cash The Company has $ 423 and $ 266 of restricted cash as of September 30, 2021 and December 31, 2020 which represents cash held in a restricted bank account under the terms of the Company’s Needham, Massachusetts facility lease and as security for the Company credit card. Fair value measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:  Level 1—Quoted prices in active markets for identical assets or liabilities.  Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.  Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of cash and cash equivalents, accounts payable, accrued expenses and Paycheck Protection Program ("PPP") loan approximate their fair values due to the short-term nature of these assets and liabilities. The Company’s warrant liability is carried at fair value and is classified as Level 3 measurements. The carrying value of the Company’s long-term debt assumed from the Periphagen transaction is classified as Level 3 (See Note 3). Property and equipment Property and equipment consist of networking and computer equipment, furniture and fixtures and leasehold improvements. Property and equipment are recorded at cost, and depreciated using the straight-line method over the estimated useful lives of the respective assets: ASSET ESTIMATED USEFUL LIFE Networking and computer equipment 5 years Laboratory equipment 5 years Furniture and fixtures 5 years Leasehold improvements Shorter of the useful life or remaining lease term Leases The Company accounts for leases in accordance with ASC 840. Rent expense for leases is recognized on a straight-line basis beginning on the date premises were delivered. Minimum lease payments comprise of only base rent. Concentrations of credit risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and marketable securities. Periodically, the Company maintains deposits and investments in accredited financial institutions in-excess of the federally insured limits. The Company deposits its cash in financial institutions with a high credit quality and has not experienced any losses on such accounts and does not believe it is exposed to any unusual credit risk beyond the normal risk associated with commercial banking relationships. Deferred offering costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ deficit as a reduction of proceeds generated as a result of the offering. Should a planned equity financing be abandoned, the deferred offering costs would be expensed immediately as a charge to operating expenses in the consolidated statement of operations. As of September 30, 2021 and December 31, 2020, the Company has included $ 0 and $ 83 , respectively, of deferred offering costs in other long-term assets. Research and development costs and accruals Research and development expenses include salaries and benefits, materials and supplies, preclinical and clinical trial expenses, stock-based compensation expense, depreciation of equipment, contract services and other outside expenses. The Company has entered into various research and development-related contracts with clinical and research institutions, contract research organizations, and other companies. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. Costs of certain development activities, such as manufacturing, pre-clinical and clinical trial expenses, are recognized based on an evaluation of the progress to completion of specific tasks. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid or accrued research and development costs. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed. Costs incurred in obtaining technology licenses and intellectual property are charged to research and development expenses as acquired in-process research and development if the technology licensed or intellectual property acquired has not reached technological feasibility and has no alternative future use. Net loss per share Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed using the weighted-average number of shares of common stock outstanding during the period and, if dilutive, the weighted-average number of potential shares of common stock. Diluted net loss per share is the same as basic net loss per share for the three and nine months ended September 30, 2021 and 2020 since all potential shares of common stock instruments are anti-dilutive as a result of the loss for such periods. The Company’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods where the Company reports a net loss attributable to common stockholders, diluted net loss per share is the same as basic net loss per share, since dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the three and nine months ended September 30, 2021 and 2020. Recently issued accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”), which requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. The ASU will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2021. The Company is currently evaluating the potential impact ASU 2016-02 may have on its financial position, results of operations, and related footnotes. The Company expects it will elect to utilize the available package of practical expedients permitted under the transition guidance within the new standard, which does not require the reassessment of the following: i) whether existing or expired arrangements are or contain a lease, ii) the lease classification of existing or expired leases, and iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. Additionally, the Company expects it will make an accounting policy election to keep leases with an initial term of 12 months or less off of its balance sheet. Based on the Company’s initial assessment, this standard will only require capitalization of the lease for its corporate headquarters at 117 Kendrick Street, Needham, Massachusetts. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair value of financial assets and liabilities | 3. Fair value of financial assets and liabilities The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values: FAIR VALUE MEASUREMENTS AS OF LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Liabilities: Long-term debt $ — $ — $ 541 $ 541 Warrant liability — — 27,450 27,450 Total $ — $ — $ 27,991 $ 27,991 FAIR VALUE MEASUREMENTS AS OF LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Liabilities: Long-term debt $ — $ — $ 483 $ 483 Warrant liability — — 6,831 6,831 Total $ — $ — $ 7,314 $ 7,314 Valuation of long-term debt The Company’s valuation technique used to measure the fair value of the long-term debt assumed from the Periphagen transaction was a present value calculation based upon a credit rating estimated for the Company at the time the debt was assumed. The determined credit rating used by the Company was CCC based upon the financial position and stage of the Company. The estimated rate was 15.83 % for an unsecured note due in November 2027 for a CCC rated company. The fair value of the long-term debt based on this approach plus the accrued interest represents a Level 3 measurement within the fair value hierarchy. Valuation of warrant liability In connection with the Series B Convertible Preferred Stock issuance, the Company issued warrants to purchase shares of common stock of which certain warrants are shown as a liability on the balance sheet, see Note 8. The fair value of the warrant liability was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the warrant liability uses various valuation methods, including the Monte Carlo method, the option-pricing method, probability-weighted expected return and the hybrid method, all of which incorporate assumptions and estimates, to value the common stock warrants. The hybrid method is often used when a company is expecting a liquidity event in the near future and is a combination of the option-pricing and probability-weighted expected return methods. Estimates and assumptions impacting the fair value measurement include the fair value per share of the underlying shares of common stock, risk-free interest rate, expected dividend yield, expected volatility of the price of the underlying common stock, and the remaining contractual term of the warrants. The most significant assumption in the model impacting the fair value of the common stock warrants is the fair value of the Company’s common stock as of each remeasurement date. Prior to the IPO, the Company determined the fair value per share of the underlying common stock by taking into consideration the most recent sales of preferred stock, results obtained from third-party valuations and additional factors that are deemed relevant. The following table provides a roll forward of the aggregate fair values of the Company’s liabilities, for which fair value is determined by Level 3 inputs: SERIES B PROMISSORY Balance at December 31, 2020 $ 6,831 $ 483 Change in fair value 20,619 58 Balance at September 30, 2021 $ 27,450 $ 541 |
Fixed Assets, Net
Fixed Assets, Net | 9 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Fixed assets, net | 4. Fixed assets, net Fixed assets, net consisted of the following: SEPTEMBER 30, DECEMBER 31, Construction in progress $ 2,763 $ 1,216 Laboratory equipment 1,537 1,237 Furniture and fixtures 112 112 Networking and computer equipment 69 47 Leasehold improvements 294 309 Total fixed assets $ 4,775 $ 2,921 Less accumulated depreciation ( 188 ) ( 134 ) Fixed assets, net $ 4,587 $ 2,787 Depreciation and amortization expense for the three months ended September 30, 2021 and 2020 was $ 22 and $ 44 , respectively. Depreciation and amortization expense for the nine months ended September 30, 2021 and 2020 was $ 54 and $ 85 , respectively. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Payables And Accruals [Abstract] | |
Accrued expenses | 5. Accrued expenses Accrued expenses consisted of the following: SEPTEMBER 30, DECEMBER 31, Payroll and employee related expenses $ 1,665 $ 1,198 Third-party research and development expenses 1,035 1,299 Professional fees and other 543 645 $ 3,243 $ 3,142 |
Borrowings under Paycheck Prote
Borrowings under Paycheck Protection Program | 9 Months Ended |
Sep. 30, 2021 | |
Line Of Credit Facility [Abstract] | |
Borrowings under Paycheck Protection Program | 6. Borrowings under Paycheck Protection Program On March 27, 2020, President Trump signed the Coronavirus Aid, Relief and Economic Security (the CARES Act), which, among other things, outlines the provisions of the PPP. Section 1106 of the CARES Act contains provisions for the forgiveness of all or a portion of a PPP loan, subject to the satisfaction of certain requirements. The amount eligible for forgiveness is, subject to certain limitations, the sum of the Company’s payroll costs, rent and utilities paid by the Company during the 24-week period beginning on the funding date of the PPP loan. On April 28, 2020, the Company, as obligor, entered into a promissory note evidencing an unsecured loan in the approximate amount of $ 460 under the PPP pursuant to the CARES Act. The note matures two years after the date of the loan disbursement and bears interest at a fixed annual rate of 1.00 %, with the first six months of principal and interest deferred. Under the terms of the CARES Act, as amended by the Flexibility Act, and the PPP, the Company can apply for and be granted forgiveness for all or a portion of the loan issued under the PPP and the loan is expected to be forgiven to the extent the proceeds are used in accordance with the PPP to cover payroll, mortgage interest, rent, and utility costs incurred by the Company over the 24-week period following the loan disbursement date. In April 2021, the loan of $ 464 was forgiven and has been recorded as a component of grant income in the condensed consolidated statements of operations and comprehensive loss. |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2021 | |
Capital Stock [Abstract] | |
Capital stock | 7. Capital stock Convertible preferred stock As of December 31, 2020, the Company had authorized 17,187,676 shares of Preferred Stock (the Preferred Stock) and had designated 11,155,506 shares as Series B Convertible Preferred Stock (Series B Preferred) and 6,032,170 shares as Series C Convertible Preferred Stock (Series C Preferred). Since the Preferred Stock was redeemable upon a liquidation event, which is not considered to be within the Company’s control, it has been classified in temporary equity on the accompanying consolidated balance sheets. The carrying value of the Preferred Stock at December 31, 2020 is the proceeds received less issuance costs. Upon closing of the IPO, all outstanding shares of the Company’s convertible preferred stock automatically converted into 7,066,398 shares of common stock. Issuances of preferred stock On November 13, 2018, the Company entered into a Series B Preferred Stock Agreement whereby the Company was authorized to issue 11,155,506 shares of Series B Preferred, $ 0.01 par value, at a purchase price of $ 2.7696 per share. The Company issued 9,026,618 shares of Series B Preferred for gross proceeds of $ 25,000 . As further consideration, the purchaser of Series B Preferred received two warrants to purchase, in the aggregate, up to 7,344,982 shares of the common stock of the Company for $ 6.81 per share. See Note 8 for description of the warrants issued in connection with the issuance of the Series B Preferred. The Preferred Stock had the following rights, preferences, privileges and restrictions: Voting The holders of Preferred Stock were entitled to vote together with all other holders of the Company’s voting stock on an “as converted” basis on all matters submitted to a vote of the holders. The Series B Preferred and Series C Preferred stockholders voted as separate classes on certain issues that solely affected their rights and privileges. Conversion Each share of Preferred Stock was convertible into one share of common stock, subject to change per certain anti-dilution provisions in the Company’s charter and the reverse stock split discussed below. All shares of Preferred Stock were subject to a mandatory conversion into common stock upon the closing of the sale of shares of common stock to the public of at least $ 25,000 in a firm commitment underwritten public offering pursuant an effective registration statement under the Securities act of 1933 or upon a vote by or written consent of the requisite number stockholders. Liquidation preference Upon a voluntary or involuntary liquidation, dissolution or winding up of the Company, proceeds would have been distributed in the following order: First, to the holders of the Series C Preferred in an amount for each such share of Series C Preferred equal to the greater of (i) two and one-half times the Series C Preferred original issuance price, plus any dividends declared but unpaid thereon or (ii) such amount per share as would have been payable had all shares of Series C Preferred been converted into common stock immediately prior to such liquidation event. If the Company has insufficient assets to permit payment of such amounts in full, the assets of the Company will be distributed to the holders of Series C Preferred pro rata in proportion to the amounts to which each such holder would otherwise be entitled. Second, to the holders of the Series B Preferred in an amount for each such share of Series B Preferred equal to the greater of (i) the Series B Preferred original issuance price, plus any dividends declared but unpaid thereon or (ii) such amount per share as would have been payable had all shares of Series B Preferred been converted into common stock immediately prior to such liquidation event. If the Company has insufficient assets to permit payment of such amounts in full, the assets of the Company will be distributed to the holders of Series B Preferred pro rata in proportion to the amounts to which each such holder would otherwise be entitled. Third, upon the distribution of liquidation preference amounts in full to the holders of Preferred Stock, the remaining assets of the Company available for distribution to stockholders shall be distributed among the common stock pro rata based on the number of shares of common stock held by such holders. Redemption The Preferred Stock was not subject to mandatory redemption except in the case of a merger or sale of the Company that would have been approved by greater than 50% of the Series C Preferred and the Series B Preferred. Preferred stock The Company has authorized 10,000,000 shares of $ 0.01 par value preferred stock at September 30, 2021. Common stock The Company has authorized 150,000,000 shares of $ 0.01 par value common stock at September 30, 2021 and had authorized 75,000,000 shares of $ 0.01 par value common stock at December 30, 2020 of which 28,689,842 and 11,635,094 are issued and outstanding as of September 30, 2021 and December 31, 2020, respectively. Common shares are voting and dividends may be paid when, as and if declared by the board of directors, subject to the limitations and preferences of the Preferred Stock. Reverse stock split On July 14, 2021, the Company’s board of directors and stockholders approved a one-for-2.4579 reverse stock split of the Company’s issued and outstanding common stock and a proportional adjustment to the existing conversion ratios for the outstanding shares of convertible preferred stock which became effective on July 15, 2021. Accordingly, all share and per share amounts for all periods presented in the accompanying condensed consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the reverse stock split. Initial public offering The Company completed the IPO, including the partial exercise of the underwriters’ option to purchase additional shares, at which time the Company issued 9,887,994 shares of its common stock at a price to the public of $ 8.00 per share, resulting in net proceeds to the Company of $ 71,335 , after deducting underwriting discounts and commissions and offering expenses. Upon closing of the IPO, all outstanding shares of the Company’s Preferred Stock automatically converted into 7,066,398 shares of common stock. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrants | 8. Warrants The Company has the following warrants outstanding for the purchase of common stock as of September 30, 2021: WARRANT SHARES OF EXERCISE EXPIRATION Series B Warrants 3,672,484 $ 6.81 November 2023 Series B Conditional Warrants 3,672,484 $ 6.81 November 2023 NC Ohio Trust 162,740 $ 1.46 March 2029 Series A warrants In connection with the issuance of Series A Preferred Stock in 2016, the Company issued 220,805 five-year warrants to purchase shares of Series A Preferred Stock at an exercise price of $ 3.20 per share (the Series A Warrants). In 2018 upon the conversion of the Series A Preferred Stock into common stock, the Series A Warrants became exercisable for common stock at an exercise price of $ 2.304 per share and the number of warrants outstanding increased to 306,732 . Pursuant to the reverse stock split in 2021, the number of warrants outstanding was reduced proportionately, and the exercise price is $ 5.67 per share. As of September 30, 2021, all Series A Warrants either were expired or were exercised. Series B warrants In connection with the November 13, 2018 issuance of Series B Preferred, the Company issued warrants to purchase 3,672,484 shares of common stock for $ 6.81 per share to the purchaser of the Series B preferred (the Series B Warrants) which are exercisable upon issuance. In addition, the Company issued to the same stockholder additional five-year warrants for the purchase of 3,672,484 shares of common for $ 6.81 per share which are only exercisable in the event that the Company completes a future financing that meets certain financial milestones or achieves certain share prices (the Conditional Series B Warrants). The Series B Warrants and the Conditional Series B Warrants contain provisions allowing cashless exercise. The Company recorded the Series B Warrants as a component of stockholder’s equity at the time of issuance at their estimated fair value of $ 2,124 and recorded the Conditional Series B Warrants as a liability on the consolidated balance sheet as the number of shares used to calculate the settlement is not a fixed number of shares. The Conditional Series B Warrants are remeasured to their fair value at each reporting date with changes in the fair value recognized as a component of other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company will continue to recognize changes in the fair value of the conditional warrant liability until each Conditional Series B Warrant is exercised, expires or qualifies for equity classification. The Conditional Series B Warrant liability fair value was $ 27,450 a nd $ 6,831 as of September 30, 2021 and December 31, 2020, respectively. On June 24, 2021, the Company’s board of directors approved and on July 14, 2021 the stockholders approved, effective upon the closing of the IPO, an amendment to the terms of the Series B Warrant and the Conditional Series B Warrants were amended to extend the expiration date from November 2023 to November 2025 . In addition, the terms of the Conditional Series B Warrants were amended such that in the event the future financing milestones or certain share prices are achieved, the warrants would only be exercisable in conjunction with the sale of the Company or in November 2025 through a cashless exercise. NC Ohio trust warrants On March 20, 2019, the Company established the NC Incorporated Ohio Trust, an irrevocable trust funded by the Company. The beneficiary in the trust agreement has provided past services to the Company for more than 15 years and is a non-employee. The warrant provides the beneficiary the right to purchase 162,740 shares of the Company’s common stock, $ 0.01 par value at an exercise price of $ 3.59 per share, subject to adjustments as specified in the warrant agreement. The arrangement is unknown to the beneficiary as the arrangement is a silent trust. The Company recognizes the warrants as compensation expense within the consolidated statement of operations and comprehensive loss when the warrants are granted or at the service inception date if the service inception date precedes the grant date. In the period in which the grant date occurs, cumulative compensation cost shall be adjusted to reflect the cumulative effect of measuring compensation cost based on the fair value at the grant date rather than the fair value previously used at the service inception date or subsequent reporting dates. As of September 30, 2021 and December 31, 2020, a grant date was not established as there was not a mutual understanding of key terms. The Company remeasures the fair value of the award at each reporting date, as the service date preceded the grant date. The value of the warrants for 162,740 shares of common stock was $ 1,540 and $ 695 as of September 30, 2021 and December 31, 2020, respectively, and was recorded as stock compensation expense within research and development expense and a credit to stockholders’ equity in the consolidated financial statements. |
Stock Options, Restricted Stock
Stock Options, Restricted Stock and Stock-based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock options, restricted stock and stock—based compensation | 9. Stock options, restricted stock and stock—based compensation The Company’s 2015 Stock Plan, as amended, (the "2015 Plan") provides for the Company to sell or issue common shares or restricted common stock, or to grant incentive stock options or nonqualified stock options for the purchase of common stock, to employees, members of the board of directors and consultants of the Company. The 2015 Plan is administered by the board of directors and exercise prices, vesting and other restrictions are determined at its discretion. All stock option grants are non-statutory stock options except option grants to employees (including officers and directors) intended to qualify as incentive stock options under the Internal Revenue Code of 1986, as amended. Incentive stock options may not be granted at less than the fair market value of the Company’s common stock on the date of grant, as determined in good faith by the board of directors at its sole discretion. Nonqualified stock options may be granted at an exercise price established by the board of directors at its sole discretion and the vesting periods may vary. Vesting periods are generally four years and are determined by the board of directors. Stock options become exercisable as they vest. Options granted under the 2015 Plan expire no more than ten years from the date of grant. The 2015 Plan continues to govern the terms and conditions of the outstanding awards under the 2015 Plan, although there will be no additional awards under the 2015 Plan as of September 30, 2015. On July 14, 2021, the Company’s 2021 Equity Incentive Plan, or the 2021 Plan, was approved by the Company’s stockholders, and became effective upon completion of the IPO and serves as the successor to the 2015 Plan. There are 2,054,000 shares of common stock reserved for issuance under the 2021 Plan and 1,966,420 s hares remained available for grant as of September 30, 2021. Stock option activity is summarized as follows: NUMBER OF WEIGHTED- Outstanding as of December 31, 2020 4,013,311 $ 1.52 Granted 720,211 5.91 Cancelled or forfeited ( 14,279 ) 1.55 Exercised ( 24,410 ) 1.46 Outstanding as of September 30, 2021 4,694,833 $ 2.20 Exercisable as of September 30, 2021 1,688,516 $ 1.82 Unvested as of September 30, 2021 3,006,317 $ 2.41 The fair value of stock options granted was estimated on the grant date using the Black-Scholes option pricing model based on the following weighted-average assumptions: THREE MONTHS ENDED NINE MONTHS ENDED 2021 2020 2021 2020 Expected option life (years) 5.75 - 6.06 - 5.00 - 6.25 6.25 - 10.00 Risk-free interest rate 0.89 % - 1.15 % - 0.89 % - 1.15 % 0.58 % - 0.76 % Expected volatility 83.80 % - 83.80 % - 89.02 % 74.86 % - 78.91 % Expected dividend yield 0 % - 0 % 0 % Exercise price $ 8.00 - $ 10.84 - $ 4.97 - $ 10.84 $ 1.55 Fair value of common stock $ 8.00 - $ 10.84 - $ 4.97 - $ 10.84 $ 1.38 - $ 1.77 The total fair value of stock options vested during the three and nine months ended September 30, 2021 was $ 5,804 and $ 6,858 respectively. The total fair value of stock options vested during the three and nine months ended September 30, 2020 was $ 1 and $ 4 , respectively. Stock-based compensation expense for the three and nine months ended September 30, 2021 and 2020 was classified in the condensed consolidated statements of operations and comprehensive loss as follows: THREE MONTHS ENDED NINE MONTHS ENDED 2021 2020 2021 2020 Research and development $ 1,519 $ 36 $ 2,035 $ 199 General and administrative 390 47 1,374 155 Total stock based compensation expense $ 1,909 $ 83 $ 3,409 $ 354 As of September 30, 2021, total unrecognized compensation cost related to the unvested stock-based awards was $ 5,929 . The unvested stock-based awards are expected to be recognized over a weighted average period of 2.54 ye ars as of September 30, 2021. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 10. Income taxes During the nine months ended September 30, 2020 and 2021, the Company recorded a full valuation allowance on federal and state deferred tax assets since management does not forecast the Company to be in a profitable position in the near future. As a result of the COVID-19 pandemic, the CARES Act was enacted on March 27, 2020 to provide relief for taxpayers. The CARES Act contain a significant number of provisions that may impact on the Company’s accounting for income taxes. The Company has considered several key corporate provisions within the CARES Act, has evaluated its potential impact and does not anticipate it to impact its income tax positions. |
Exclusive Licensing Agreement w
Exclusive Licensing Agreement with a Related Party | 9 Months Ended |
Sep. 30, 2021 | |
License Agreement [Abstract] | |
Exclusive licensing agreement with a related party | 11. Exclusive licensing agreement with a related party In March 2014, the Company entered into an exclusive licensing agreement with Ventagen, LLC ("Ventagen") which provides Ventagen the right to develop products for commercial sale and distribution within Mexico, Belize, Guatemala, Honduras, El Salvador, Costa Rica, Nicaragua, Panama, Colombia, and Bolivia. Ventagen paid the Company $ 1,000 upon the signing of the agreement and agreed to a fixed future payment to the Company of $ 2,500 . The future payment will be made upon the achievement of $ 5,000 of sales of an approved product by Ventagen and is subject to reduction if Ventagen’s costs to develop an approved product exceeds $ 4,000 . In addition to the upfront payment and the future payment, Ventagen agreed to purchase from the Company all manufactured product that is required for clinical or commercial purposes at a price of cost plus 25 % of the wholesale price of the approved product subject to a minimum or maximum price. In the event the Company is unable or unwilling to manufacture supply under the terms of the agreement, Ventagen has the right to manufacture its own supply and will be required to pay a fixed fee per dose sold. The Company also agreed to provide certain services to Ventagen related to Ventagen’s development plan. Stockholders of the Company own 49.5 % of the voting stock of Ventagen, including 47 % by the Company’s founders who are currently senior executives and significant stockholders of the Company, and trusts for the benefit of their children. The Company is recognizing the $ 1,000 upfront license fee as research and development service revenue, related party, as the Company’s license agreement with Ventagen is within the scope of ASC 606. The license agreement met the contract existence criteria and contained distinct, identifiable performance obligations for which the stand-alone selling prices were readily determinable and allocable. The terms of the agreement contained multiple, distinct performance obligations, including transfer of a license for the territory, research and development oversight for the trials run by Ventagen, and clinical data sharing. The Company estimated the transaction prices, including any variable consideration, at contract inception and determined the fair value of such obligations. The performance obligation associated with the license transfer was satisfied at a point in time, or at contract inception; however, the Company assigned no value to the license transfer. The remaining $ 1,000 transaction price was allocated between the research and development oversight and clinical data sharing. The Company is recognizing revenue for these obligations over an 8 -year period, beginning in 2015, by measuring the progress towards satisfaction of the performance obligations. As clinical oversight and clinical data sharing occurs over the 8 —year clinical trial period, the revenue is recognized over the same period in which the cost for these services is incurred. The Company defers recognition of the portion of the $ 1,000 non-refundable upfront license fee for the portion of the performance obligations that are not satisfied. The Company recognized revenue of $ 31 and $ 94 in each of the three and nine month periods ended September 30, 2021 and 2020, respectively. The license agreement includes a $ 2,500 potential future milestone payment due to the Company upon successful completion of certain separate, distinct events. At this time, the Company cannot estimate when the milestone-related performance obligations are expected to be achieved and will recognize revenue once satisfaction is probable. There was no additional variable consideration, significant financing components, noncash consideration, or consideration payable to the customer in this agreement. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and contingencies Guarantees The Company has identified the guarantees described below as disclosable, in accordance with ASC 460, Guarantees . As permitted under Delaware law, the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make is unlimited; however, the Company has directors’ and officers’ insurance coverage that should limit its exposure and enable it to recover a portion of any future amounts paid. The Company is a party to a number of agreements entered into in the ordinary course of business that contain typical provisions that obligate the Company to indemnify the other parties to such agreements upon the occurrence of certain events. Such indemnification obligations are usually in effect from the date of execution of the applicable agreement for a period equal to the applicable statute of limitations. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain. The Company leases office space under a seven-year noncancelable operating lease. The Company has standard indemnification arrangements under this lease that require it to indemnify the landlord against all costs, expenses, fines, suits, claims, demands, liabilities, and actions directly resulting from any breach, violation, or nonperformance of any covenant or condition of the lease. As of September 30, 2021, the Company had no t experienced any losses related to these indemnification obligations, and no material claims with respect thereto were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related reserves have been established. Legal proceedings The Company is not a party to any litigation and does not have contingency reserves established for any litigation liabilities. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net loss per share | 13. Net loss per share Net loss per share Basic and diluted net loss per share attributable to common stockholders was calculated as follows: THREE MONTHS ENDED NINE MONTHS ENDED Numerator: 2021 2020 2021 2020 Net loss attributable to common stockholders $ ( 16,162 ) $ ( 2,554 ) $ ( 37,720 ) $ ( 7,202 ) Denominator: Weighted-average shares of common stock 23,325,716 11,614,754 15,579,267 11,614,616 Net loss per share attributed to common $ ( 0.69 ) $ ( 0.22 ) $ ( 2.42 ) $ ( 0.62 ) The Company’s potentially dilutive securities have been excluded from the computation of dilutive net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential shares of common stock from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect. THREE MONTHS ENDED NINE MONTHS ENDED 2021 2020 2021 2020 Series B Preferred (as converted to common stock) - 4,538,578 - 4,538,578 Series C Preferred (as converted to common stock) - 2,454,195 - 2,454,195 Outstanding warrants for common stock 7,507,708 7,632,518 7,507,708 7,632,518 Outstanding stock options (as converted to common stock) 4,666,353 994,686 4,666,353 994,686 12,174,061 15,619,977 12,174,061 15,619,977 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board (FASB). The FASB sets generally accepted accounting principles ("GAAP") that the Company follows to ensure its financial condition, results of operations, and cash flows are consistently reported. References to GAAP issued by the FASB in these notes to the financial statements are to the FASB Accounting Standards Codification ("ASC"). |
Principles of consolidation | Principles of consolidation The condensed consolidated financial statements include the accounts of Candel Therapeutics, Inc. and its wholly owned subsidiary Candel Therapeutics Securities Corporation. All intercompany transactions and balances have been eliminated. |
Emerging growth company | Emerging growth company The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “Jobs Act”). Under the Jobs Act emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the Jobs Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the Jobs Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying condensed consolidated balance sheet as of September 30, 2021, the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2021 and 2020, the condensed consolidated statements of convertible preferred stock and stockholders’ equity (deficit) for the three and nine months ended September 30, 2021 and 2020, the condensed consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020, and the related interim disclosures are unaudited. These unaudited condensed consolidated financial statements include all adjustments necessary, consisting of only normal recurring adjustments, to fairly state the financial position and the results of the Company’s operations and cash flows for interim periods in accordance with U.S. GAAP. Interim period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included elsewhere in the Company’s final prospectus filed with the SEC on July 29, 2021 pursuant to rule 424(b)(4) relating to the registration statement on Form S-1 (File No. 333-257444). |
Use of estimates | Use of estimates The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and related disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. On an ongoing basis, the Company’s management evaluates its estimates, which include but are not limited to management’s judgments of the useful life of fixed assets, accrued expenses, fair value of common stock prior to the IPO, valuation of share-based awards, valuations of warrants, fair value of debt and income taxes. Actual results could differ from those estimates. Prior to the IPO, the Company utilized significant estimates and assumptions in determining the fair value of its common stock. The Company has utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation (the Practice Aid), to estimate the fair value of its common stock and warrants. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, the prices at which the Company sold shares of preferred stock, the superior rights and preferences of securities senior to the Company’s common stock at the time of, and the likelihood of, achieving a liquidity event, such as an initial public offering or sale. Significant changes to the key assumptions used in the valuations could result in different fair values of common stock at each valuation date. |
Comprehensive income (loss) | Comprehensive income (loss) Components of comprehensive income or loss, including net income or loss, are reported in the condensed consolidated financial statements in the period in which they are recognized. Other comprehensive income or loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net income (loss) and other comprehensive income (loss) are reported net of any related tax effect to arrive at comprehensive income (loss). Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. For the periods presented, the Company had no elements of other comprehensive loss other than its net loss and unrealized gain on marketable securities. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments purchased with original final maturities of 90 days or less from the date of purchase to be cash equivalents. Cash and cash equivalents comprise marketable securities with maturities of less than 90 days when purchased. Cash equivalents are reported at fair value. |
Restricted cash | Restricted cash The Company has $ 423 and $ 266 of restricted cash as of September 30, 2021 and December 31, 2020 which represents cash held in a restricted bank account under the terms of the Company’s Needham, Massachusetts facility lease and as security for the Company credit card. |
Fair value measurements | Fair value measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:  Level 1—Quoted prices in active markets for identical assets or liabilities.  Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.  Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of cash and cash equivalents, accounts payable, accrued expenses and Paycheck Protection Program ("PPP") loan approximate their fair values due to the short-term nature of these assets and liabilities. The Company’s warrant liability is carried at fair value and is classified as Level 3 measurements. The carrying value of the Company’s long-term debt assumed from the Periphagen transaction is classified as Level 3 (See Note 3). |
Property and equipment | Property and equipment Property and equipment consist of networking and computer equipment, furniture and fixtures and leasehold improvements. Property and equipment are recorded at cost, and depreciated using the straight-line method over the estimated useful lives of the respective assets: ASSET ESTIMATED USEFUL LIFE Networking and computer equipment 5 years Laboratory equipment 5 years Furniture and fixtures 5 years Leasehold improvements Shorter of the useful life or remaining lease term |
Leases | Leases The Company accounts for leases in accordance with ASC 840. Rent expense for leases is recognized on a straight-line basis beginning on the date premises were delivered. Minimum lease payments comprise of only base rent. |
Concentrations of credit risk | Concentrations of credit risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and marketable securities. Periodically, the Company maintains deposits and investments in accredited financial institutions in-excess of the federally insured limits. The Company deposits its cash in financial institutions with a high credit quality and has not experienced any losses on such accounts and does not believe it is exposed to any unusual credit risk beyond the normal risk associated with commercial banking relationships. |
Deferred offering costs | Deferred offering costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ deficit as a reduction of proceeds generated as a result of the offering. Should a planned equity financing be abandoned, the deferred offering costs would be expensed immediately as a charge to operating expenses in the consolidated statement of operations. As of September 30, 2021 and December 31, 2020, the Company has included $ 0 and $ 83 , respectively, of deferred offering costs in other long-term assets. |
Research and development costs and accruals | Research and development costs and accruals Research and development expenses include salaries and benefits, materials and supplies, preclinical and clinical trial expenses, stock-based compensation expense, depreciation of equipment, contract services and other outside expenses. The Company has entered into various research and development-related contracts with clinical and research institutions, contract research organizations, and other companies. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. Costs of certain development activities, such as manufacturing, pre-clinical and clinical trial expenses, are recognized based on an evaluation of the progress to completion of specific tasks. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid or accrued research and development costs. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed. Costs incurred in obtaining technology licenses and intellectual property are charged to research and development expenses as acquired in-process research and development if the technology licensed or intellectual property acquired has not reached technological feasibility and has no alternative future use. |
Net loss per share | Net loss per share Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed using the weighted-average number of shares of common stock outstanding during the period and, if dilutive, the weighted-average number of potential shares of common stock. Diluted net loss per share is the same as basic net loss per share for the three and nine months ended September 30, 2021 and 2020 since all potential shares of common stock instruments are anti-dilutive as a result of the loss for such periods. The Company’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods where the Company reports a net loss attributable to common stockholders, diluted net loss per share is the same as basic net loss per share, since dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the three and nine months ended September 30, 2021 and 2020. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”), which requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. The ASU will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2021. The Company is currently evaluating the potential impact ASU 2016-02 may have on its financial position, results of operations, and related footnotes. The Company expects it will elect to utilize the available package of practical expedients permitted under the transition guidance within the new standard, which does not require the reassessment of the following: i) whether existing or expired arrangements are or contain a lease, ii) the lease classification of existing or expired leases, and iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. Additionally, the Company expects it will make an accounting policy election to keep leases with an initial term of 12 months or less off of its balance sheet. Based on the Company’s initial assessment, this standard will only require capitalization of the lease for its corporate headquarters at 117 Kendrick Street, Needham, Massachusetts. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Property and Equipment Estimated Useful Lives | Property and equipment are recorded at cost, and depreciated using the straight-line method over the estimated useful lives of the respective assets: ASSET ESTIMATED USEFUL LIFE Networking and computer equipment 5 years Laboratory equipment 5 years Furniture and fixtures 5 years Leasehold improvements Shorter of the useful life or remaining lease term |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Information About Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values: FAIR VALUE MEASUREMENTS AS OF LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Liabilities: Long-term debt $ — $ — $ 541 $ 541 Warrant liability — — 27,450 27,450 Total $ — $ — $ 27,991 $ 27,991 FAIR VALUE MEASUREMENTS AS OF LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Liabilities: Long-term debt $ — $ — $ 483 $ 483 Warrant liability — — 6,831 6,831 Total $ — $ — $ 7,314 $ 7,314 |
Schedule of Aggregate Fair Values of Liabilities, for Which Fair Value Determined by Level 3 Inputs | The following table provides a roll forward of the aggregate fair values of the Company’s liabilities, for which fair value is determined by Level 3 inputs: SERIES B PROMISSORY Balance at December 31, 2020 $ 6,831 $ 483 Change in fair value 20,619 58 Balance at September 30, 2021 $ 27,450 $ 541 |
Fixed Assets, Net (Tables)
Fixed Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Summary of Fixed Assets, Net | Fixed assets, net consisted of the following: SEPTEMBER 30, DECEMBER 31, Construction in progress $ 2,763 $ 1,216 Laboratory equipment 1,537 1,237 Furniture and fixtures 112 112 Networking and computer equipment 69 47 Leasehold improvements 294 309 Total fixed assets $ 4,775 $ 2,921 Less accumulated depreciation ( 188 ) ( 134 ) Fixed assets, net $ 4,587 $ 2,787 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: SEPTEMBER 30, DECEMBER 31, Payroll and employee related expenses $ 1,665 $ 1,198 Third-party research and development expenses 1,035 1,299 Professional fees and other 543 645 $ 3,243 $ 3,142 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Summary of Warrants Outstanding for Purchase of Common Stock | The Company has the following warrants outstanding for the purchase of common stock as of September 30, 2021: WARRANT SHARES OF EXERCISE EXPIRATION Series B Warrants 3,672,484 $ 6.81 November 2023 Series B Conditional Warrants 3,672,484 $ 6.81 November 2023 NC Ohio Trust 162,740 $ 1.46 March 2029 |
Stock Options, Restricted Sto_2
Stock Options, Restricted Stock and Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Option Activity | On July 14, 2021, the Company’s 2021 Equity Incentive Plan, or the 2021 Plan, was approved by the Company’s stockholders, and became effective upon completion of the IPO and serves as the successor to the 2015 Plan. There are 2,054,000 shares of common stock reserved for issuance under the 2021 Plan and 1,966,420 s hares remained available for grant as of September 30, 2021. Stock option activity is summarized as follows: NUMBER OF WEIGHTED- Outstanding as of December 31, 2020 4,013,311 $ 1.52 Granted 720,211 5.91 Cancelled or forfeited ( 14,279 ) 1.55 Exercised ( 24,410 ) 1.46 Outstanding as of September 30, 2021 4,694,833 $ 2.20 Exercisable as of September 30, 2021 1,688,516 $ 1.82 Unvested as of September 30, 2021 3,006,317 $ 2.41 |
Schedule of Fair Value of Stock Options Granted Was Estimated on Black-Scholes Options | The fair value of stock options granted was estimated on the grant date using the Black-Scholes option pricing model based on the following weighted-average assumptions: THREE MONTHS ENDED NINE MONTHS ENDED 2021 2020 2021 2020 Expected option life (years) 5.75 - 6.06 - 5.00 - 6.25 6.25 - 10.00 Risk-free interest rate 0.89 % - 1.15 % - 0.89 % - 1.15 % 0.58 % - 0.76 % Expected volatility 83.80 % - 83.80 % - 89.02 % 74.86 % - 78.91 % Expected dividend yield 0 % - 0 % 0 % Exercise price $ 8.00 - $ 10.84 - $ 4.97 - $ 10.84 $ 1.55 Fair value of common stock $ 8.00 - $ 10.84 - $ 4.97 - $ 10.84 $ 1.38 - $ 1.77 |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense for the three and nine months ended September 30, 2021 and 2020 was classified in the condensed consolidated statements of operations and comprehensive loss as follows: THREE MONTHS ENDED NINE MONTHS ENDED 2021 2020 2021 2020 Research and development $ 1,519 $ 36 $ 2,035 $ 199 General and administrative 390 47 1,374 155 Total stock based compensation expense $ 1,909 $ 83 $ 3,409 $ 354 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | Basic and diluted net loss per share attributable to common stockholders was calculated as follows: THREE MONTHS ENDED NINE MONTHS ENDED Numerator: 2021 2020 2021 2020 Net loss attributable to common stockholders $ ( 16,162 ) $ ( 2,554 ) $ ( 37,720 ) $ ( 7,202 ) Denominator: Weighted-average shares of common stock 23,325,716 11,614,754 15,579,267 11,614,616 Net loss per share attributed to common $ ( 0.69 ) $ ( 0.22 ) $ ( 2.42 ) $ ( 0.62 ) |
Schedule of Potential Shares of Common Stock Excluded from Computation of Diluted Net Loss Per Share | The Company excluded the following potential shares of common stock from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect. THREE MONTHS ENDED NINE MONTHS ENDED 2021 2020 2021 2020 Series B Preferred (as converted to common stock) - 4,538,578 - 4,538,578 Series C Preferred (as converted to common stock) - 2,454,195 - 2,454,195 Outstanding warrants for common stock 7,507,708 7,632,518 7,507,708 7,632,518 Outstanding stock options (as converted to common stock) 4,666,353 994,686 4,666,353 994,686 12,174,061 15,619,977 12,174,061 15,619,977 |
Organization and Basis of Pre_2
Organization and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands | Jul. 29, 2021USD ($)$ / sharesshares | Jul. 14, 2021 | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Candidate$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Aug. 13, 2021$ / sharesshares | Dec. 30, 2020$ / shares |
Organization And Basis Of Presentation [Line Items] | |||||||||
Number of product candidates | Candidate | 2 | ||||||||
Net loss | $ | $ (16,162) | $ (2,554) | $ (37,720) | $ (7,202) | $ (17,680) | ||||
Accumulated deficit | $ | $ (81,891) | $ (81,891) | $ (44,171) | ||||||
Common stock issued | 28,689,842 | 28,689,842 | 11,635,094 | ||||||
Common stock par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Reverse stock split | one-for-2.4579 | ||||||||
Stock split conversion ratio | 0.407 | ||||||||
IPO | |||||||||
Organization And Basis Of Presentation [Line Items] | |||||||||
Common stock issued | 9,000,000 | ||||||||
Common stock par value | $ / shares | $ 8 | ||||||||
Net proceeds | $ | $ 71,335 | ||||||||
Convertible preferred stock converted into common stock | 7,066,398 | ||||||||
Underwriters’ Overallotment Option | |||||||||
Organization And Basis Of Presentation [Line Items] | |||||||||
Common stock issued | 887,994 | ||||||||
Common stock par value | $ / shares | $ 8 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Restricted cash | $ 423 | $ 266 |
Deferred offering costs in other long-term assets | $ 0 | $ 83 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property and Equipment Estimated Useful Lives (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Networking and Computer Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Laboratory Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Furniture and Fixtures | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | Shorter of the useful life or remaining lease term |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Schedule of Information About Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Liabilities: | ||
Long-term debt | $ 541 | $ 483 |
Fair Value, Recurring | ||
Liabilities: | ||
Long-term debt | 541 | 483 |
Warrant liability | 27,450 | 6,831 |
Total | 27,991 | 7,314 |
Fair Value, Recurring | Level 3 | ||
Liabilities: | ||
Long-term debt | 541 | 483 |
Warrant liability | 27,450 | 6,831 |
Total | $ 27,991 | $ 7,314 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Additional Information (Details) - Fair Value, Recurring - Level 3 - Unsecured Note | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Long-term debt, due month and year | 2027-11 |
Debt instrument, credit rating | CCC |
Measurement Input, Credit Rate | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Long-term debt, measurement input | 15.83 |
Fair Value of Financial Asset_5
Fair Value of Financial Assets and Liabilities - Schedule of Aggregate Fair Values of Liabilities, for Which Fair Value Determined by Level 3 Inputs (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Series B Warrant Liability | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Balance at December 31, 2020 | $ 6,831 |
Change in fair value | 20,619 |
Balance at September 30, 2021 | 27,450 |
Promissory Note | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Balance at December 31, 2020 | 483 |
Change in fair value | 58 |
Balance at September 30, 2021 | $ 541 |
Fixed Assets, Net - Summary of
Fixed Assets, Net - Summary of Fixed Assets, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Total fixed assets | $ 4,775 | $ 2,921 |
Less accumulated depreciation | (188) | (134) |
Fixed assets, net | 4,587 | 2,787 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Total fixed assets | 2,763 | 1,216 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total fixed assets | 1,537 | 1,237 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total fixed assets | 112 | 112 |
Networking and Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total fixed assets | 69 | 47 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total fixed assets | $ 294 | $ 309 |
Fixed Assets, Net - Additional
Fixed Assets, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 22 | $ 44 | $ 54 | $ 85 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Payroll and employee related expenses | $ 1,665 | $ 1,198 |
Third-party research and development expenses | 1,035 | 1,299 |
Professional fees and other | 543 | 645 |
Accrued expenses | $ 3,243 | $ 3,142 |
Borrowings under Paycheck Pro_2
Borrowings under Paycheck Protection Program - Additional Information (Details) - Paycheck Protection Program, CARES Act - USD ($) $ in Thousands | Apr. 28, 2020 | Apr. 30, 2021 |
Debt Instrument [Line Items] | ||
Unsecured loan | $ 460 | |
Fixed annual rate | 1.00% | |
Loan forgiveness | $ 464 | |
Loan, maturity period | 2 years |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) - USD ($) | Jul. 29, 2021 | Jul. 14, 2021 | Nov. 13, 2018 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 30, 2020 |
Capital Stock [Line Items] | ||||||
Temporary equity, shares authorized | 17,187,676 | |||||
Conversion of convertible preferred stock to common stock | 7,066,398 | |||||
Preferred stock, shares authorized | 10,000,000 | |||||
Preferred stock, Shares issued | 0 | 0 | ||||
Preferred stock par value | $ 0.01 | |||||
Common stock, shares authorized | 150,000,000 | 75,000,000 | 75,000,000 | |||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common stock, shares, issued | 28,689,842 | 11,635,094 | ||||
Common stock, shares, outstanding | 28,689,842 | 11,635,094 | ||||
Reverse stock split | one-for-2.4579 | |||||
IPO including Underwriters' Option | ||||||
Capital Stock [Line Items] | ||||||
Common stock, par value | $ 8 | |||||
Common stock, shares, issued | 9,887,994 | |||||
IPO | ||||||
Capital Stock [Line Items] | ||||||
Common stock, par value | $ 8 | |||||
Common stock, shares, issued | 9,000,000 | |||||
Net proceeds after deducting underwriting discounts and commissions and offering expenses | $ 71,335,000 | |||||
Convertible preferred stock converted into common stock | 7,066,398 | |||||
Minimum | ||||||
Capital Stock [Line Items] | ||||||
Conversion into common stock upon the closing of the sale of shares of common stock to the public | $ 25,000,000 | |||||
Series B Convertible Preferred Stock | ||||||
Capital Stock [Line Items] | ||||||
Temporary equity, shares authorized | 0 | 11,155,506 | ||||
Preferred stock, shares authorized | 11,155,506 | |||||
Preferred stock, Shares issued | 9,026,618 | |||||
Preferred stock par value | $ 0.01 | |||||
Purchase price per share | $ 2.7696 | |||||
Gross proceeds from issuance of convertible preferred stock | $ 25,000,000 | |||||
Class of warrants issued per share | $ 6.81 | |||||
Series B Convertible Preferred Stock | Maximum | ||||||
Capital Stock [Line Items] | ||||||
Class of warrants issued | 7,344,982 | |||||
Series C Convertible Preferred Stock | ||||||
Capital Stock [Line Items] | ||||||
Temporary equity, shares authorized | 0 | 6,032,170 |
Warrants - Summary of Warrants
Warrants - Summary of Warrants Outstanding for Purchase of Common Stock (Details) - $ / shares | Jun. 24, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Mar. 20, 2019 | Nov. 13, 2018 |
Series B Warrants | |||||
Class Of Warrant Or Right [Line Items] | |||||
SHARES OF COMMON STOCK SUBJECT TO WARRANTS | 3,672,484 | ||||
EXERCISE PRICE PER SHARE | $ 6.81 | $ 6.81 | |||
EXPIRATION DATES | 2023-11 | 2023-11 | |||
Series B Conditional Warrants | |||||
Class Of Warrant Or Right [Line Items] | |||||
SHARES OF COMMON STOCK SUBJECT TO WARRANTS | 3,672,484 | ||||
EXERCISE PRICE PER SHARE | $ 6.81 | ||||
EXPIRATION DATES | 2025-11 | 2023-11 | |||
NC Ohio Trust | |||||
Class Of Warrant Or Right [Line Items] | |||||
SHARES OF COMMON STOCK SUBJECT TO WARRANTS | 162,740 | 162,740 | 162,740 | ||
EXERCISE PRICE PER SHARE | $ 1.46 | $ 3.59 | |||
EXPIRATION DATES | 2029-03 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 24, 2021 | Mar. 20, 2019 | Sep. 30, 2021 | Dec. 31, 2016 | Dec. 31, 2020 | Dec. 30, 2020 | Dec. 31, 2018 | Nov. 13, 2018 |
Class Of Warrant Or Right [Line Items] | ||||||||
Fair value of warrant liability | $ 27,450 | $ 6,831 | ||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Series A Warrants | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Class of warrant or right issued | 220,805 | |||||||
Class of warrant or right period | 5 years | |||||||
Class of warrants issued per share | $ 5.67 | $ 3.20 | $ 2.304 | |||||
Number of warrants outstanding | 306,732 | |||||||
Series B Warrants | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Class of warrant or right issued | 3,672,484 | 3,672,484 | ||||||
Class of warrant or right period | 5 years | |||||||
Class of warrants issued per share | $ 6.81 | $ 6.81 | ||||||
Expiration dates | 2023-11 | 2023-11 | ||||||
Estimated fair value of warrants | $ 2,124 | |||||||
Extended expiration dates | 2023-11 | |||||||
Class of warrants issued | 3,672,484 | |||||||
Series B Conditional Warrants | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Class of warrants issued per share | $ 6.81 | |||||||
Expiration dates | 2025-11 | 2023-11 | ||||||
Fair value of warrant liability | $ 27,450 | $ 6,831 | ||||||
Extended expiration dates | 2025-11 | |||||||
Class of warrants issued | 3,672,484 | |||||||
NC Ohio Trust | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Class of warrants issued per share | $ 3.59 | $ 1.46 | ||||||
Expiration dates | 2029-03 | |||||||
Class of warrants issued | 162,740 | 162,740 | 162,740 | |||||
Common stock, par value | $ 0.01 | |||||||
Warrant liability | $ 1,540 | $ 695 | ||||||
NC Ohio Trust | Minimum [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Past services provided by beneficiary | 15 years |
Stock Options, Restricted Sto_3
Stock Options, Restricted Stock and Stock-based Compensation - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Jun. 14, 2021shares | Sep. 30, 2015Award | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares available for grant | shares | 1,966,420 | 1,966,420 | ||||
Fair value of common stock | $ | $ 5,804 | $ 1 | $ 6,858 | $ 4 | ||
Unrecognized compensation cost related to unvested stock options | $ | $ 5,929 | $ 5,929 | ||||
Stock-based awards are expected to be recognized over a weighted average period | 2 years 6 months 14 days | |||||
2015 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | |||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | |||||
Number of awards under plan | Award | 0 | |||||
2021 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance | shares | 2,054,000 |
Stock Options, Restricted Sto_4
Stock Options, Restricted Stock and Stock-based Compensation - Schedule of Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number Of Stock Options, Shares Outstanding | shares | 4,013,311 |
Number Of Stock Options, Shares, Granted | shares | 720,211 |
Number Of Stock Options, Shares, Cancelled or forfeited | shares | (14,279) |
Number Of Stock Options, Shares, Exercised | shares | (24,410) |
Number Of Stock Options, Shares Outstanding | shares | 4,694,833 |
Exercisable as of September 30, 2021 | shares | 1,688,516 |
Share-based Compensation Number of Shares | shares | 3,006,317 |
Weighted-Average Exercise Price, Outstanding | $ / shares | $ 1.52 |
Weighted-Average Exercise Price, Granted | $ / shares | 5.91 |
Weighted-Average Exercise Price, Cancelled or forfeited | $ / shares | 1.55 |
Weighted-Average Exercise Price, Exercised | $ / shares | 1.46 |
Weighted-Average Exercise Price, Outstanding | $ / shares | 2.20 |
Exercisable as of September 30, 2021 | $ / shares | 1.82 |
Unvested as of September 30, 2021 | $ / shares | $ 2.41 |
Stock Options, Restricted Sto_5
Stock Options, Restricted Stock and Stock-based Compensation - Schedule of Fair Value of Stock Options Granted Was Estimated on Black-Scholes Options (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility | 83.80% | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Exercise price | $ 1.55 | ||
Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected option life (years) | 5 years 9 months | 5 years | 6 years 3 months |
Risk-free interest rate | 0.89% | 0.89% | 0.58% |
Expected volatility | 83.80% | 74.86% | |
Exercise price | $ 8 | $ 4.97 | |
Fair value of common stock | $ 8 | $ 4.97 | $ 1.38 |
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected option life (years) | 6 years 21 days | 6 years 3 months | 10 years |
Risk-free interest rate | 1.15% | 1.15% | 0.76% |
Expected volatility | 89.02% | 78.91% | |
Exercise price | $ 10.84 | $ 10.84 | |
Fair value of common stock | $ 10.84 | $ 10.84 | $ 1.77 |
Stock Options, Restricted Sto_6
Stock Options, Restricted Stock and Stock-based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock based compensation expense | $ 1,909 | $ 83 | $ 3,409 | $ 354 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock based compensation expense | 1,519 | 36 | 2,035 | 199 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock based compensation expense | $ 390 | $ 47 | $ 1,374 | $ 155 |
Exclusive Licensing Agreement_2
Exclusive Licensing Agreement with a Related Party - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2014 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Research and development service revenue, related party | $ 31,000 | $ 31,000 | $ 94,000 | $ 94,000 | |
Exclusive Licensing Agreement | Ventagen | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Payment from related party | $ 1,000,000 | ||||
Due from related parties | 2,500,000 | ||||
Future payment made upon the achievement of sales | 5,000,000 | ||||
Related party costs | $ 4,000,000 | ||||
Commercial purposes at a price of cost plus percentage | 25.00% | ||||
Related party transactions, ownership percentage | 49.50% | ||||
Licensing agreement clinical trial period | 8 years | ||||
Potential future milestone payment | 2,500,000 | 2,500,000 | |||
Additional variable consideration amount payable to customer | $ 0 | $ 0 | |||
Exclusive Licensing Agreement | Ventagen | ASC 606 | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Upfront license fee | $ 1,000,000 | ||||
Exclusive Licensing Agreement | Ventagen | Founders | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Related party transactions, ownership percentage | 47.00% |
Exclusive Licensing Agreement_3
Exclusive Licensing Agreement with a Related Party - Additional Information (Details 1) - Exclusive Licensing Agreement - Ventagen - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2014-04-01 $ in Thousands | Mar. 31, 2014USD ($) |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Revenue, remaining performance obligation, amount | $ 1,000 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 8 years |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | |
Noncancelable operating lease term | 7 years |
Loss related to indemnification obligations | $ 0 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Numerator: | |||||
Net loss | $ (16,162) | $ (2,554) | $ (37,720) | $ (7,202) | $ (17,680) |
Denominator: | |||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 23,325,716 | 11,614,754 | 15,579,267 | 11,614,616 | |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.69) | $ (0.22) | $ (2.42) | $ (0.62) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Potential Shares of Common Stock Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share | 12,174,061 | 15,619,977 | 12,174,061 | 15,619,977 |
Series B Preferred (As Converted To Common Stock) | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share | 4,538,578 | 4,538,578 | ||
Series C Preferred (As Converted To Common Stock) | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share | 2,454,195 | 2,454,195 | ||
Outstanding Warrants For Common Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share | 7,507,708 | 7,632,518 | 7,507,708 | 7,632,518 |
Outstanding Stock Options (As Converted To Common Stock) | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share | 4,666,353 | 994,686 | 4,666,353 | 994,686 |