Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 05, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Ventyx Biosciences, Inc. | |
Entity Central Index Key | 0001851194 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 001-40928 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-2996852 | |
Entity Address, Address Line One | 12790 El Camino Real | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92130 | |
City Area Code | 760 | |
Local Phone Number | 593-4832 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 70,669,131 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | VTYX | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 40,925 | $ 51,579 |
Marketable securities | 198,513 | 200,641 |
Prepaid expenses and other assets | 17,493 | 12,125 |
Total current assets: | 256,931 | 264,345 |
Property and equipment, net | 762 | 762 |
Operating lease right-of-use assets | 10,162 | 11,509 |
Marketable securities | 40,261 | |
Restricted cash | 975 | 975 |
Other long-term assets | 102 | 102 |
Total assets | 309,193 | 277,693 |
Current liabilities | ||
Accounts payable | 6,583 | 5,756 |
Accrued expenses | 10,550 | 15,508 |
Current portion of operating lease liabilities | 971 | 1,001 |
Total current liabilities | 18,104 | 22,265 |
Operating lease liabilities, net of current portion | 10,294 | 11,505 |
Total liabilities | 28,398 | 33,770 |
Commitments and contingencies (Note 5) | ||
Stockholders' equity: | ||
Common stock, $0.0001 par value; 900,000,000 shares authorized at June 30, 2024 and December 31, 2023; 70,662,806 shares issued and outstanding at June 30, 2024; 59,252,349 and 59,239,113 shares issued and outstanding, respectively, at December 31, 2023 | 7 | 6 |
Additional paid-in capital | 770,745 | 663,154 |
Accumulated other comprehensive loss | (248) | (50) |
Accumulated deficit | (489,709) | (419,187) |
Total stockholders' equity | 280,795 | 243,923 |
Total liabilities and stockholders' equity | $ 309,193 | $ 277,693 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 70,662,806 | 59,252,349 |
Common stock, shares outstanding | 70,662,806 | 59,239,113 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Operating expenses: | ||||
Research and development (includes related party amounts of $249, $109, $503 and $359, respectively) | $ 27,805 | $ 48,560 | $ 61,552 | $ 83,997 |
General and administrative | 7,907 | 8,585 | 15,928 | 15,700 |
Total operating expenses | 35,712 | 57,145 | 77,480 | 99,697 |
Loss from operations | (35,712) | (57,145) | (77,480) | (99,697) |
Other (income) expense: | ||||
Interest income | (3,783) | (3,899) | (7,010) | (7,521) |
Other expense | 21 | 5 | 52 | 6 |
Total other (income) expense | (3,762) | (3,894) | (6,958) | (7,515) |
Net loss | (31,950) | (53,251) | (70,522) | (92,182) |
Unrealized gain (loss) on marketable securities | (119) | (187) | (181) | 352 |
Foreign currency translation | (8) | 38 | (17) | 61 |
Comprehensive loss | $ (32,077) | $ (53,400) | $ (70,720) | $ (91,769) |
Net loss per share, basic | $ (0.45) | $ (0.91) | $ (1.07) | $ (1.59) |
Net loss per share, diluted | $ (0.45) | $ (0.91) | $ (1.07) | $ (1.59) |
Weighted average common shares outstanding, basic | 70,554,718 | 58,556,529 | 66,192,348 | 58,100,261 |
Weighted average common shares outstanding, diluted | 70,554,718 | 58,556,529 | 66,192,348 | 58,100,261 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Research and development expenses related party | $ 249 | $ 109 | $ 503 | $ 359 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Balance at Dec. 31, 2022 | $ 353,895 | $ 6 | $ 581,237 | $ (1,123) | $ (226,225) |
Balance, shares at Dec. 31, 2022 | 56,980,845 | ||||
Issuance of common stock from at-the-market offering, net of commissions and offering expenses | 48,408 | 48,408 | |||
Issuance of common stock from at-the-market offering, net of commissions and offering expenses, shares | 1,176,470 | ||||
Issuance of common stock upon exercise of stock options | 2,624 | 2,624 | |||
Issuance of common stock upon exercise of stock options, shares | 521,677 | ||||
Issuance of common stock upon vesting of restricted common stock, shares | 25,225 | ||||
Shares issued under employee stock purchase plan | 214 | 214 | |||
Shares issued under employee stock purchase plan, shares | 9,765 | ||||
Stock-based compensation expense | 14,435 | 14,435 | |||
Unrealized gain (loss) on marketable securities | 352 | 352 | |||
Foreign currency translation | 61 | 61 | |||
Net loss | (92,182) | (92,182) | |||
Balance at Jun. 30, 2023 | 327,807 | $ 6 | 646,918 | (710) | (318,407) |
Balance, shares at Jun. 30, 2023 | 58,713,982 | ||||
Balance at Dec. 31, 2022 | 353,895 | $ 6 | 581,237 | (1,123) | (226,225) |
Balance, shares at Dec. 31, 2022 | 56,980,845 | ||||
Balance at Dec. 31, 2023 | 243,923 | $ 6 | 663,154 | (50) | (419,187) |
Balance, shares at Dec. 31, 2023 | 59,239,113 | ||||
Balance at Mar. 31, 2023 | 371,618 | $ 6 | 637,329 | (561) | (265,156) |
Balance, shares at Mar. 31, 2023 | 58,348,727 | ||||
Issuance of common stock upon exercise of stock options | 1,507 | 1,507 | |||
Issuance of common stock upon exercise of stock options, shares | 338,207 | ||||
Issuance of common stock upon vesting of restricted common stock, shares | 17,283 | ||||
Shares issued under employee stock purchase plan | 214 | 214 | |||
Shares issued under employee stock purchase plan, shares | 9,765 | ||||
Stock-based compensation expense | 7,868 | 7,868 | |||
Unrealized gain (loss) on marketable securities | (187) | (187) | |||
Foreign currency translation | 38 | 38 | |||
Net loss | (53,251) | (53,251) | |||
Balance at Jun. 30, 2023 | 327,807 | $ 6 | 646,918 | (710) | (318,407) |
Balance, shares at Jun. 30, 2023 | 58,713,982 | ||||
Balance at Dec. 31, 2023 | 243,923 | $ 6 | 663,154 | (50) | (419,187) |
Balance, shares at Dec. 31, 2023 | 59,239,113 | ||||
Issuance of common stock from private placement, net of issuance costs | 95,046 | $ 1 | 95,045 | ||
Issuance of common stock from private placement, net of issuance costs, shares | 11,174,000 | ||||
Issuance of common stock upon exercise of stock options | $ 118 | 118 | |||
Issuance of common stock upon exercise of stock options, shares | 127,996 | 127,996 | |||
Issuance of common stock upon vesting of restricted common stock, shares | 64,794 | ||||
Shares issued under employee stock purchase plan | $ 114 | 114 | |||
Shares issued under employee stock purchase plan, shares | 56,903 | ||||
Stock-based compensation expense | 12,314 | 12,314 | |||
Unrealized gain (loss) on marketable securities | (181) | (181) | |||
Foreign currency translation | (17) | (17) | |||
Net loss | (70,522) | (70,522) | |||
Balance at Jun. 30, 2024 | 280,795 | $ 7 | 770,745 | (248) | (489,709) |
Balance, shares at Jun. 30, 2024 | 70,662,806 | ||||
Balance at Mar. 31, 2024 | 306,996 | $ 7 | 764,869 | (121) | (457,759) |
Balance, shares at Mar. 31, 2024 | 70,493,906 | ||||
Additional costs incurred associated with the issuance of common stock from private placement | (35) | (35) | |||
Issuance of common stock upon exercise of stock options | 26 | 26 | |||
Issuance of common stock upon exercise of stock options, shares | 99,860 | ||||
Issuance of common stock upon vesting of restricted common stock, shares | 12,137 | ||||
Shares issued under employee stock purchase plan | 114 | 114 | |||
Shares issued under employee stock purchase plan, shares | 56,903 | ||||
Stock-based compensation expense | 5,771 | 5,771 | |||
Unrealized gain (loss) on marketable securities | (119) | (119) | |||
Foreign currency translation | (8) | (8) | |||
Net loss | (31,950) | (31,950) | |||
Balance at Jun. 30, 2024 | $ 280,795 | $ 7 | $ 770,745 | $ (248) | $ (489,709) |
Balance, shares at Jun. 30, 2024 | 70,662,806 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (70,522) | $ (92,182) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 135 | 65 |
Loss on disposal of fixed assets | 100 | |
Gain on lease termination | (88) | |
Amortization of right-of-use assets - operating | 589 | 208 |
Stock-based compensation | 12,314 | 14,435 |
Accretion of marketable securities, net | (4,793) | (4,569) |
Changes in operating assets and liabilities | ||
Prepaid expenses and other assets | (5,391) | (1,515) |
Operating lease liabilities | (377) | (197) |
Accounts payable | 828 | (2,371) |
Accrued expenses | (4,958) | 5,923 |
Net cash used in operating activities | (72,163) | (80,203) |
Cash flows from investing activities | ||
Purchases of marketable securities, available-for-sale | (176,160) | (172,821) |
Proceeds from maturities of marketable securities, available-for-sale | 142,640 | 189,000 |
Purchases of property and equipment | (235) | (255) |
Net cash (used in) provided by investing activities | (33,755) | 15,924 |
Cash flows from financing activities | ||
Proceeds from issuance of common stock from private placement, net of offering costs | 95,046 | |
Proceeds from issuance of common stock from at-the-market offering,net of commissions and offering expenses | 48,408 | |
Proceeds from exercise of stock options | 118 | 2,570 |
Proceeds from issuance of common stock under employee stock purchase plan | 114 | 214 |
Deferred offering costs | (73) | |
Net cash provided by financing activities | 95,278 | 51,119 |
Effect of exchange rates on cash, cash equivalents and restricted cash | (14) | 58 |
Net decrease in cash, cash equivalents and restricted cash | (10,654) | (13,102) |
Cash, cash equivalents and restricted cash, beginning of period | 52,554 | 64,819 |
Cash, cash equivalents and restricted cash, end of period | $ 41,900 | 51,717 |
Supplemental disclosure for investing and financing non-cash activities: | ||
Purchases of property and equipment included in accounts payable and accrued expenses | 30 | |
Exercise of stock options | 54 | |
Unpaid deferred offering costs | $ 66 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (31,950) | $ (53,251) | $ (70,522) | $ (92,182) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | No officers or directors, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the last fiscal quarter. |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization and Business
Organization and Business | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | 1. Organization and Business Organization Ventyx Biosciences, Inc. (“Ventyx” or “the Company”) is a clinical-stage biopharmaceutical company developing a pipeline of novel small molecule product candidates to address a range of inflammatory diseases with significant unmet medical need. The Company was incorporated in the State of Delaware in November 2018, with its principal operations in California. The Company leverages its drug discovery and development expertise to develop novel and differentiated therapeutics that target both the innate and adaptive immune system. March 2024 Private Placement On March 11, 2024, the Company issued and sold 11,174,000 shares of common stock through a private placement. The common stock had a purchase price of $ 8.95 per share for aggregate gross proceeds of approximately $ 100.0 million. The Company received approximately $ 95.0 million in net proceeds after deducting fees to the placement agents and offering expenses payable by the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The presentation of the Company’s condensed consolidated financial statements as of and for the three and six months ended June 30, 2024 and 2023 reflect the financial results of Ventyx Biosciences, Inc. on a consolidated basis. All intercompany transactions and balances have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial information. The condensed consolidated balance sheet data as of December 31, 2023 were derived from the Company’s audited financial statements. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2023 and the notes thereto included in the Company’s annual report on Form 10-K filed with the SEC on February 27, 2024. The Company's significant accounting policies are detailed in “Note 2: Summary of Significant Accounting Policies” of the Company's Annual Report on Form 10-K for the year ended December 31, 2023. There have been no changes to the Company's significant accounting policies from those disclosed in the annual report. The unaudited financial information for the interim periods presented herein reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial condition and results of operation for the periods presented, with such adjustments consisting only of normal recurring adjustments. The results for the three and six months ended June 30, 2024 are not necessarily indicative of the results expected for the full year ending December 31, 2024 or any future period. Cash, Cash Equivalents and Restricted Cash A reconciliation of the cash, cash equivalents and restricted cash reported in our condensed consolidated balance that sum to the total of the amounts shown in the condensed consolidated statements of cash flows is as follows (in thousands): Six months ended June 30, 2024 2023 Cash and cash equivalents $ 40,925 $ 51,717 Restricted cash 975 — Total cash, cash equivalents and restricted cash $ 41,900 $ 51,717 Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly reviewed by the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The ASU also allows, in addition to the measure that is most consistent with U.S. GAAP, the disclosure of additional measures of segment profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis, with early adoption permitted. The Company is currently evaluating the potential impact that this standard may have on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The update requires a public business entity to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5 % of total income tax payments, net of refunds received. Adoption of the ASU allows for either the prospective or retrospective application of the amendment and is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company has not yet completed its assessment of the impact of ASU 2023-09 on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Adopted In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in Entity’s Own Equity (“ASU 2020-06”), which, among other things, provides guidance on how to account for contracts on an entity’s own equity. This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the ASU eliminated the need for the Company to assess whether a contract on the entity’s own equity (1) permits settlement in unregistered shares, (2) whether counterparty rights rank higher than shareholder’s rights, and (3) whether collateral is required. In addition, this ASU requires incremental disclosure related to contracts on the entity’s own equity and clarifies the treatment of certain financial instruments accounted for under this ASU on earnings per share. This ASU may be applied on a full retrospective or modified retrospective basis. The amendments within this ASU are effective for the Company’s fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption of the ASU is permitted to fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted this standard on January 1, 2024 and as the Company does not have convertible debt and contracts in the Company’s own equity, the adoption of this standard did no t have a material impact to the consolidated financial statements at the adoption date. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurement s Fair Value Measurements-Recurring Basis Fair value is defined as the exchange price that would be received to sell 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 at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs, other than the quoted prices included in Level 1, that are either directly or indirectly observable. Level 3: Unobservable inputs in which there is little or no market activity, which require the reporting entity to develop its own assumptions. The following tables present information about the fair value measurements of the Company’s financial assets and liabilities which are measured at fair value on a recurring basis, and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): June 30, 2024 Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market fund $ 29,100 $ — $ — $ 29,100 Total cash equivalents 29,100 — — 29,100 Marketable securities U.S. Treasury securities 20,456 — — 20,456 U.S. government agency securities — 34,085 — 34,085 Corporate debt securities — 9,840 — 9,840 Commercial paper — 162,858 — 162,858 Asset backed securities — 11,535 — 11,535 Total marketable securities 20,456 218,318 — 238,774 Total assets $ 49,556 $ 218,318 $ — $ 267,874 December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market fund $ 40,241 $ — $ — $ 40,241 Commercial paper — 7,468 — 7,468 Total cash equivalents 40,241 7,468 — 47,709 Marketable securities U.S. government agency securities — 67,208 — 67,208 Commercial paper — 118,465 — 118,465 Asset backed securities — 14,968 — 14,968 Total marketable securities — 200,641 — 200,641 Total assets $ 40,241 $ 208,109 $ — $ 248,350 In determining the fair value of its Level 2 investments, the Company relied on the most recent observable inputs for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or are directly or indirectly observable. These quoted prices were obtained by the Company with the assistance of a third-party pricing service based on available trade, bid and other observable market data for identical or similar securities. During the six months ended June 30, 2024 and 2023, there were no transfers between Level 1, Level 2 and Level 3. As of June 30, 2024 and December 31, 2023, the fair value of the Company’s available-for-sale marketable securities by type of security was as follows (in thousands): June 30, 2024 Gross Gross Amortized Unrealized Unrealized Fair Cost Gain Loss Value Marketable securities: U.S. Treasury securities $ 20,449 $ 7 $ — $ 20,456 U.S. government agency securities 34,118 2 ( 35 ) 34,085 Corporate debt securities 9,847 — ( 7 ) 9,840 Commercial paper 162,967 13 ( 122 ) 162,858 Asset backed securities 11,543 — ( 8 ) 11,535 Total marketable securities $ 238,924 $ 22 $ ( 172 ) $ 238,774 December 31, 2023 Gross Gross Amortized Unrealized Unrealized Fair Cost Gain Loss Value Marketable securities: U.S. government agency securities $ 67,310 $ — $ ( 102 ) $ 67,208 Commercial paper 118,323 143 ( 1 ) 118,465 Asset backed securities 14,979 2 ( 13 ) 14,968 Total marketable securities $ 200,612 $ 145 $ ( 116 ) $ 200,641 All of the Company’s marketable securities as of June 30, 2024 have maturity dates of two years or less. The Company reviews its marketable securities at each reporting date to determine if any security is impaired, which would require the Company to record an allowance for credit losses in that respective period. In making this judgment, the Company considers the intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value and the duration and extent that the market value has been less than cost. As of June 30, 2024, 25 available-for-sale marketable securities were in an unrealized loss position. Of the 25 available-for-sale marketable securities in an unrealized loss position, all had been in an unrealized loss position for less than 12 months. As of December 31, 2023, 10 available-for-sale marketable securities were in an unrealized loss position. Of the 10 available-for-sale marketable securities in an unrealized loss position, 8 had been in an unrealized loss position for less than 12 months and 2 had been in an unrealized loss position for greater than 12 months. The following table presents available-for-sale marketable securities that were in an unrealized loss position as of June 30, 2024, aggregated by major security type and length of time in a continuous loss position (in thousands): Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss U.S. government agency securities $ 29,359 $ ( 35 ) $ — $ — $ 29,359 $ ( 35 ) Corporate debt securities $ 9,840 $ ( 7 ) $ — $ — $ 9,840 $ ( 7 ) Commercial paper $ 102,087 $ ( 122 ) $ — $ — $ 102,087 $ ( 122 ) Asset backed securities $ 11,535 $ ( 8 ) $ — $ — $ 11,535 $ ( 8 ) The following table presents available-for-sale marketable securities that were in an unrealized loss position as of December 31, 2023, aggregated by major security type and length of time in a continuous loss position (in thousands): Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss U.S. government agency securities $ 47,242 $ ( 79 ) $ 19,966 $ ( 23 ) $ 67,208 $ ( 102 ) Commercial paper $ 9,965 $ ( 1 ) $ — $ — $ 9,965 $ ( 1 ) Asset backed securities $ 9,854 $ ( 13 ) $ — $ — $ 9,854 $ ( 13 ) The Company evaluated the securities individually for impairment and considered factors such as the severity of the impairment, changes in underlying credit ratings, forecasted recovery, the Company’s intent to sell or the likelihood that the Company would be required to sell the security before its anticipated recovery in market value and the probability that the scheduled cash payments will continue to be made. Based on the Company’s review of these marketable securities, the Company believes none of the unrealized losses are the result of a credit loss as of June 30, 2024. These marketable securities are of high credit quality, and the Company does not intend to sell these securities prior to maturity and it is not more-likely-than-not that the Company will be required to sell these securities before the recovery of their amortized cost basis. As such, the Company did no t record an allowance for credit losses as of June 30, 2024. The decline in market value in the Company’s marketable securities was primarily attributable to an increase in interest rates during the six months ended June 30, 2024 and the year ended December 31, 2023. Accrued interest receivable on available-for-sale marketable securities, included in prepaid expenses and other assets on the Company’s condensed consolidated balance sheets, was $ 0.5 million and $ 0.8 million at June 30, 2024 and December 31, 2023, respectively. The Company does not measure an allowance for credit losses for accrued interest receivables. For the purposes of identifying and measuring an impairment, accrued interest is excluded from both the fair value and amortized cost basis of the available-for-sale marketable security. Uncollectible accrued interest receivables associated with an impaired available-for-sale marketable security are reversed against interest income upon identification of the impairment. No accrued interest receivables were written off during the six months ended June 30, 2024 or 2023. |
Consolidated Balance Sheet Deta
Consolidated Balance Sheet Details | 6 Months Ended |
Jun. 30, 2024 | |
Consolidated Balance Sheet [Abstract] | |
Consolidated Balance Sheet Details | 4. Consolidated Balance Sheet Details Property and Equipment, net Property and equipment, net consisted of the following (in thousands): June 30, December 31, 2024 2023 Internal-use software $ 491 $ 491 Leasehold improvements 283 — Laboratory equipment 144 178 Furniture and fixtures 92 137 Computer hardware and software 58 58 Construction in progress 36 157 Property and equipment, gross 1,104 1,021 Less: accumulated depreciation ( 342 ) ( 259 ) Property and equipment, net $ 762 $ 762 During the three and six months ended June 30, 2024, depreciation expense was $ 0.1 million. During the three and six months ended June 30, 2023, depreciation expense was immaterial. Accrued Expenses Accrued expenses consisted of the following (in thousands): June 30, December 31, 2024 2023 Accrued research and development costs $ 1,715 $ 1,868 Accrued clinical trial costs 4,512 4,831 Accrued payroll liabilities 3,147 7,742 Other accrued liabilities 1,010 984 Accrued related party liabilities 166 83 Total accrued expenses $ 10,550 $ 15,508 On December 5, 2023, the Company committed to and implemented a reduction in force (“RIF”) and incurred one-time termination benefits associated with severance payment obligations and continued healthcare benefits for employees terminated under the RIF of $ 2.2 million during the year ended December 31, 2023. Accrued severance costs associated with the RIF are included in accrued expenses on the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023. A summary of accrued severance costs associated with the RIF as of June 30, 2024 is shown in the table below (in thousands): June 30, 2024 Accrued severance costs as of December 31, 2023 $ 2,178 Reduction in estimate for continued healthcare benefits ( 113 ) Cash payments ( 1,975 ) Accrued severance costs as of June 30, 2024 $ 90 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5. Commitments and Contingencies Litigation Securities Class Action On March 1, 2024, a putative securities class action complaint, captioned Yuksel v. Ventyx Biosciences, Inc., et al. , No. 3:24-cv-00415-AGA-DDL, was filed in the U.S. District Court for the Southern District of California against the company and certain of its current and former officers and directors, asserting violations of Sections 11 and 15 of the Securities Act and Sections 10(b) and 20(a) of the Securities Exchange Act. Stemming from the Company’s disclosure on November 6, 2023 of the results of its Phase 2 SERENITY trial of VTX958 and its decision to terminate ongoing activities and clinical trials for the development of VTX958 for the treatment of plaque psoriasis and psoriatic arthritis, the complaint alleges that that the defendants issued materially false and misleading statements and/or failed to disclose material adverse facts in connection with its October 21, 2021 initial public offering and in public statements from October 21, 2021 through November 6, 2023 regarding the effectiveness and clinical and commercial prospects of VTX958, the Company’s ability to develop and commercialize product candidates, and its business prospects. On April 30, 2024, a motion for appointment of a lead plaintiff was filed. The lead plaintiff motion remains pending. The Company intends to defend the case vigorously. The Company is unable to estimate a range of loss, if any, that could result were there to be an adverse final decision in this action. If an unfavorable outcome were to occur, it is possible that the impact could be material to the Company’s results of operations in the period(s) in which any such outcome becomes probable and estimable. Additionally, in the ordinary course of its business, the Company may be involved in various legal proceedings involving contractual and employment relationships, patent or other intellectual property rights, and a variety of other matters. The Company is not aware of any pending legal proceedings that would reasonably be expected to have a material impact on the Company’s financial position or results of operations. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 6. Stockholders' Equity March 2024 Private Placement See Note 1, “Organization and Business,” for more information regarding the March 2024 private placement. ATM Sales Agreement In December 2022, the Company entered into a Sales Agreement with Jefferies, as sales agent, pursuant to which the Company may offer and sell in an at-the-market offering, from time to time through Jefferies, shares of common stock providing for aggregate sales proceeds of up to $ 150.0 million. The Company has no obligation to sell any shares under the Sales Agreement, and could at any time suspend solicitations and offers under the Sales Agreement. During the year ended December 31, 2023, the Company issued and sold 1,176,470 shares of common stock for aggregate gross proceeds of $ 50.0 million through the Sales Agreement. No shares of common stock were issued under the Sales Agreement during the six months ended June 30, 2024. Common Stock The Company is authorized to issue up to 900,000,000 shares of common stock having a par value of $ 0.0001 par value as of June 30, 2024 and December 31, 2023. Holders of outstanding shares of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders. Subject to the rights of the holders of any class of the Company’s capital stock having any preference or priority over common stock, the holders of common stock are entitled to receive dividends that are declared by the Company’s board of directors out of legally available funds. Common stock reserved for future issuance is as follows (in common stock equivalent shares) as of June 30, 2024: June 30, 2024 Issued and outstanding: Stock options 10,793,201 Restricted stock units 444,718 Authorized for future issuance: 2021 Equity Incentive Plan 2,731,595 2021 Employee Stock Purchase Plan 1,567,281 Total 15,536,795 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | 7. Leases In July 2023, the Company entered into a Sublease with Neurocrine Biosciences, Inc. for office space in San Diego, California which became the Company’s headquarters in August 2023. Under the terms of the Sublease, the Company leased the second floor of the building, including certain furniture and fixtures, located at 12790 El Camino Real in San Diego, California consisting of approximately 35,016 rentable square feet of office space. The term of this non-cancellable lease commenced on July 21, 2023 , and will end on July 31, 2031 . The Company is subleasing the premises for approximately $ 2.0 million per year with 3 % annual increases in each subsequent year. The Company subleased the premises for approximately $ 1.0 million in the first year, which included the rent abatement for the second through the seventh full calendar months of the lease term. In lieu of a cash security deposit under the Sublease, Bank of America issued on the Company’s behalf an irrevocable standby letter of credit in the amount of $ 0.5 million. The letter of credit is secured by a deposit of $ 0.5 million with the same bank and included in restricted cash on the Company’s condensed consolidated balance sheet at June 30, 2024. The Company used its incremental borrowing rate available at commencement date in determining the present value of lease payments and recognized an operating lease liability of $ 11.0 million and a corresponding operating lease right-of-use (“ROU”) asset of approximately $ 11.0 million on the condensed consolidated balance sheet during the year ended December 31, 2023. In March 2021, the Company signed a three-year operating lease for a multi-function ventilated research laboratory and office space in Ghent, Belgium. The non-cancellable lease expired on June 30, 2024 . The Company exercised its option to extend the lease term through June 30, 2026 , resulting in an immaterial operating lease liability and corresponding operating lease ROU asset. Lease Terminations In February 2024, the Company entered into two separate lease termination agreements related to non-cancellable leases entered into in February 2021, September 2021 and May 2022, each expiring on June 30, 2026 . These leases are for office facilities in Encinitas, California and the associated furniture and fixtures (the “Encinitas Asset Group”). The Company wrote off the ROU assets and operating lease liabilities associated with the Encinitas Asset Group of $ 0.8 million and $ 0.9 million, respectively, during the first quarter of 2024. The Company’s leases have remaining terms ranging between three months to eight years . The leases contain various termination options . The Company’s leases do not contain any residual value guarantees or material restrictive covenants. The weighted average remaining lease term and discount rate for the Company’s operating leases were approximately 7.1 years and 10.1 %, respectively, at June 30, 2024. During the three and six months ended June 30, 2024, the Company recognized operating lease costs of $ 0.6 million and $ 1.2 million, respectively, and variable lease costs of $ 0 and $ 0.2 million, respectively. During the three and six months ended June 30, 2023, the Company recognized operating lease costs of $ 0.1 million and $ 0.3 million, respectively, and an immaterial amount of variable lease costs in both periods. In addition, the Company made cash payments of $ 1.0 million and $ 0.3 million for operating leases during the six months ended June 30, 2024 and 2023, respectively, which are included in cash flows from operating activities in the condensed consolidated statements of cash flows. Future minimum payments under non-cancellable leases as of June 30, 2024 were as follows (in thousands): Years ending December 31, 2024 (6 months remaining) $ 1,018 2025 2,073 2026 2,135 2027 2,199 2028 2,265 Thereafter 6,162 Total future minimum lease payments 15,852 Less: imputed interest ( 4,587 ) Present value of lease liabilities 11,265 Less: lease liabilities, current ( 971 ) Lease liabilities, net of current portion $ 10,294 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 8. Stock-Based Compensation Equity Incentive Plans In February 2019, the Company adopted its 2019 Equity Incentive Plan (the “2019 Plan”). In October 2021, the 2019 Plan was terminated as to new awards upon the Company’s adoption of the 2021 Equity Incentive Plan (the “2021 Plan”), which became effective on October 19, 2021. The 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to employees, directors or consultants of the Company. The number of common shares available for issuance under the 2021 Plan is 5,612,000 shares of common stock plus any common shares subject to stock options, restricted stock units or similar awards granted under the 2019 Plan that expire, are forfeited or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of common shares to be added to the 2021 Plan equal to 4,978,561 common shares. Additionally, shares available for issuance under the 2021 Plan automatically increase on the first day of each fiscal year, beginning with the Company’s 2023 fiscal year, equal to the lesser of 5,102,000 common shares, 5 % of the outstanding common shares on the last day of the immediately preceding fiscal year, or such number of common shares determined by the board of directors. On January 1, 2024, the number of shares of common stock that may be issued under the 2021 Plan was automatically increased by 2,962,617 shares. Options granted under the 2019 Plan and 2021 Plan (collectively, the “Plans”) generally vest over a period of between one and four years and expire ten years from grant date. As of June 30, 2024 and December 31, 2023, the Company had 11,980,790 and 9,018,173 shares, respectively, authorized for issuance under the Plans, and 2,731,595 and 317,001 shares, respectively, remained available for grant under the 2021 Plan. Total stock-based compensation expense related to share-based awards was comprised of the following (in thousands): Three months ended Six months ended June 30, June 30, 2024 2023 2024 2023 Research and development $ 2,574 $ 4,117 $ 5,434 $ 7,331 General and administrative 3,197 3,751 6,880 7,104 Total stock-based compensation expense $ 5,771 $ 7,868 $ 12,314 $ 14,435 Stock-based compensation expense by type of share-based award (in thousands): Three months ended Six months ended June 30, June 30, 2024 2023 2024 2023 Stock options $ 4,885 $ 6,735 $ 10,362 $ 12,239 Restricted stock awards 10 28 37 55 Restricted stock units 850 1,047 1,863 2,046 Employee Stock Purchase Plan 26 58 52 95 Total stock-based compensation expense $ 5,771 $ 7,868 $ 12,314 $ 14,435 Stock Options The following table summarizes stock option activity for the six months ended June 30, 2024: Weighted Weighted Average Average Remaining Aggregate Number Exercise Contractual Intrinsic of Shares Price Term Value Outstanding as of December 31, 2023 10,338,724 $ 14.42 8.24 $ 1,737 Granted 2,044,500 3.08 Exercised ( 127,996 ) 0.92 Forfeited and cancelled ( 1,462,027 ) 17.18 Outstanding as of June 30, 2024 10,793,201 $ 12.05 7.88 $ 1,142 Vested and expected to vest as of June 30, 2024 10,793,201 $ 12.05 7.88 $ 1,142 Exercisable as of June 30, 2024 4,962,290 $ 12.86 6.60 $ 821 The weighted average grant date fair value of stock options granted during the six months ended June 30, 2024 and 2023 was $ 2.50 and $ 22.38 per share, respectively. The intrinsic value of a stock option is the difference between the market price of the common stock at measurement date and the exercise price of the option. The total intrinsic value of stock options exercised during the six months ended June 30, 2024 and 2023 was $ 0.5 million and $ 15.3 million, respectively. The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model. The following assumptions were used in the Black-Scholes option pricing model to estimate the fair value of stock options granted to employees under the Company’s Plans during the periods presented: Six months ended June 30, 2024 2023 Risk-free interest rate 3.9 % - 4.7 % 3.4 % - 4.8 % Expected volatility 99.7 % - 102.6 % 68.4 % - 73.5 % Expected term (in years) 5.5 - 10.0 0.4 - 10.0 Expected dividend yield — — During the six months ended June 30, 2023, the Company recorded incremental stock-based compensation expense of approximately $ 0.1 million pertaining to the modification of stock options in connection with the termination of one employee. The modifications during the six months ended June 30, 2023 provided for an acceleration of unvested options, resulting in a change in compensation expense that was immediately recognized. As of June 30, 2024, unrecognized stock-based compensation was $ 39.0 million which is expected to be recognized over the weighted average period of 2.3 years. Restricted Stock Awards The Company grants restricted stock awards pursuant to the Plans and satisfies such grants through the issuance of new shares. Restricted stock awards generally vest over a period of three years . Upon the termination of service of a restricted stockholder, the Company has the option to repurchase any unvested shares and based on this, restricted stock awards are not included in outstanding common stock until fully vested. During the six months ended June 30, 2024 and 2023, the Company did no t repurchase any unvested shares. The following table summarizes restricted stock award activity for the six months ended June 30, 2024: Weighted Average Grant Date Number Fair Value of Shares Per Share Unvested balance as of December 31, 2023 13,236 $ 3.45 Vested ( 13,236 ) 3.45 Unvested balance as of June 30, 2024 — $ — The Company records a liability for unvested restricted stock awards subject to repurchase and reduces the liability as the underlying shares vest. The liability was $ 0 as of June 30, 2024 and immaterial as of June 30, 2023. The total fair value of restricted stock awards vested during the six months ended June 30, 2024 and 2023 was immaterial. As of June 30, 2024, all stock-based compensation expense pertaining to restricted stock awards was recognized. Restricted Stock Units The Company grants restricted stock units pursuant to the Plans and satisfies such grants through the issuance of new shares as they vest. Restricted stock units generally vest over a period of four years . The following table summarizes restricted stock unit activity for the six months ended June 30, 2024: Weighted Average Grant Date Number Fair Value of Shares Per Share Unvested Balance as of December 31, 2023 530,726 $ 21.11 Granted — $ — Vested ( 51,558 ) $ 31.46 Forfeited ( 34,450 ) $ 28.65 Unvested balance as of June 30, 2024 444,718 $ 19.33 As of June 30, 2024, there was approximately $ 6.2 million of unrecognized stock-based compensation cost pertaining to restricted stock units that will be recognized over a weighted average period of 1.8 years. Employee Stock Purchase Plan In October 2021, the board of directors and stockholders approved the 2021 Employee Stock Purchase Plan (“ESPP”) which became effective on October 19, 2021. The maximum number of shares of common stock that will be made available for sale under the ESPP is equal to 510,000 shares of common stock. In addition, the number of shares of common stock available for issuance under the ESPP will be increased on the first day of each fiscal year, beginning with fiscal year 2023, in an amount equal to the lesser of 1,020,000 shares of common stock, 1 % of the outstanding shares of common stock on the last day of the immediately preceding fiscal year or such number of common shares determined by the board of directors. On January 1, 2024, the number of shares of common stock that are available for sale under the ESPP was automatically increased by 592,523 shares. Participating employees purchase stock under the ESPP at a price equal to the lower of 85 % of the closing price on the applicable offering commencement date or 85 % of the closing price on the applicable offering termination date. The ESPP provides for two offering periods of six months ’ duration with purchase periods terminating on either May 15 or November 15. Contributions under the ESPP are limited to a maximum of 15 % of an employee’s eligible compensation and a maximum of 3,000 shares per year. During the six months ended June 30, 2024 and 2023, 56,903 and 9,765 s hares, respectively, were issued under the ESPP at average share prices of $ 2.01 and $ 21.91 , respectively. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 9. Net Loss Per Share Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders: Three months ended Six months ended June 30, June 30, (in thousands, except share and per share amounts) 2024 2023 2024 2023 Numerator: Net loss $ ( 31,950 ) $ ( 53,251 ) $ ( 70,522 ) $ ( 92,182 ) Denominator: Weighted average common shares outstanding, basic and diluted 70,554,718 58,556,529 66,192,348 58,100,261 Net loss per share, basic and diluted $ ( 0.45 ) $ ( 0.91 ) $ ( 1.07 ) $ ( 1.59 ) The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per share (in common stock equivalent shares) at June 30, 2024 and 2023, because to do so would be anti-dilutive: June 30, 2024 2023 Shares issuable upon exercise of stock options 10,793,201 9,030,712 Unvested restricted stock units 444,718 755,425 Unvested restricted stock awards — 29,119 Shares purchasable under the 2021 Employee Stock Purchase Plan 56,879 13,781 Total 11,294,798 9,829,037 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions On October 17, 2019, the Company entered into a Research and Development Support Services Agreement with Bayside Pharma, LLC (“Bayside”) that outlined the terms of services provided by Bayside to the Company, as well as the fees charged for such services. Bayside is a research and development services company that provides certain research and development support services and facilities. Bayside is owned by an employee of the Company. The Company pays Bayside monthly for costs incurred under the agreement. Either party may terminate the support services agreement by giving 30 days’ prior notice. Expense recognized by the Company under the related party Support Services Agreement with Bayside was as follows (in thousands): Three months ended Six months ended June 30, June 30, 2024 2023 2024 2023 Research and development - Bayside $ 249 $ 109 $ 503 $ 359 Total research and development - related party $ 249 $ 109 $ 503 $ 359 At June 30, 2024 and December 31, 2023, the Company had accounts payable and accrued expenses due to related parties of $ 0.2 million and $ 0.1 million, respectively. At June 30, 2024 and December 31, 2023, the Company had $ 0 and an immaterial amount, respectively, of prepaid expenses and other current assets due from related parties. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The presentation of the Company’s condensed consolidated financial statements as of and for the three and six months ended June 30, 2024 and 2023 reflect the financial results of Ventyx Biosciences, Inc. on a consolidated basis. All intercompany transactions and balances have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial information. The condensed consolidated balance sheet data as of December 31, 2023 were derived from the Company’s audited financial statements. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2023 and the notes thereto included in the Company’s annual report on Form 10-K filed with the SEC on February 27, 2024. The Company's significant accounting policies are detailed in “Note 2: Summary of Significant Accounting Policies” of the Company's Annual Report on Form 10-K for the year ended December 31, 2023. There have been no changes to the Company's significant accounting policies from those disclosed in the annual report. The unaudited financial information for the interim periods presented herein reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial condition and results of operation for the periods presented, with such adjustments consisting only of normal recurring adjustments. The results for the three and six months ended June 30, 2024 are not necessarily indicative of the results expected for the full year ending December 31, 2024 or any future period. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash A reconciliation of the cash, cash equivalents and restricted cash reported in our condensed consolidated balance that sum to the total of the amounts shown in the condensed consolidated statements of cash flows is as follows (in thousands): Six months ended June 30, 2024 2023 Cash and cash equivalents $ 40,925 $ 51,717 Restricted cash 975 — Total cash, cash equivalents and restricted cash $ 41,900 $ 51,717 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly reviewed by the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The ASU also allows, in addition to the measure that is most consistent with U.S. GAAP, the disclosure of additional measures of segment profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis, with early adoption permitted. The Company is currently evaluating the potential impact that this standard may have on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The update requires a public business entity to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5 % of total income tax payments, net of refunds received. Adoption of the ASU allows for either the prospective or retrospective application of the amendment and is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company has not yet completed its assessment of the impact of ASU 2023-09 on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Adopted In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in Entity’s Own Equity (“ASU 2020-06”), which, among other things, provides guidance on how to account for contracts on an entity’s own equity. This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the ASU eliminated the need for the Company to assess whether a contract on the entity’s own equity (1) permits settlement in unregistered shares, (2) whether counterparty rights rank higher than shareholder’s rights, and (3) whether collateral is required. In addition, this ASU requires incremental disclosure related to contracts on the entity’s own equity and clarifies the treatment of certain financial instruments accounted for under this ASU on earnings per share. This ASU may be applied on a full retrospective or modified retrospective basis. The amendments within this ASU are effective for the Company’s fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption of the ASU is permitted to fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted this standard on January 1, 2024 and as the Company does not have convertible debt and contracts in the Company’s own equity, the adoption of this standard did no t have a material impact to the consolidated financial statements at the adoption date. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash Reported in Financial Statements | A reconciliation of the cash, cash equivalents and restricted cash reported in our condensed consolidated balance that sum to the total of the amounts shown in the condensed consolidated statements of cash flows is as follows (in thousands): Six months ended June 30, 2024 2023 Cash and cash equivalents $ 40,925 $ 51,717 Restricted cash 975 — Total cash, cash equivalents and restricted cash $ 41,900 $ 51,717 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Financial Assets & Liabilities Measured At Fair Value On Recurring Basis | The following tables present information about the fair value measurements of the Company’s financial assets and liabilities which are measured at fair value on a recurring basis, and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): June 30, 2024 Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market fund $ 29,100 $ — $ — $ 29,100 Total cash equivalents 29,100 — — 29,100 Marketable securities U.S. Treasury securities 20,456 — — 20,456 U.S. government agency securities — 34,085 — 34,085 Corporate debt securities — 9,840 — 9,840 Commercial paper — 162,858 — 162,858 Asset backed securities — 11,535 — 11,535 Total marketable securities 20,456 218,318 — 238,774 Total assets $ 49,556 $ 218,318 $ — $ 267,874 December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market fund $ 40,241 $ — $ — $ 40,241 Commercial paper — 7,468 — 7,468 Total cash equivalents 40,241 7,468 — 47,709 Marketable securities U.S. government agency securities — 67,208 — 67,208 Commercial paper — 118,465 — 118,465 Asset backed securities — 14,968 — 14,968 Total marketable securities — 200,641 — 200,641 Total assets $ 40,241 $ 208,109 $ — $ 248,350 |
Summary of Available For Sale Marketable Securities By Type Of Security | As of June 30, 2024 and December 31, 2023, the fair value of the Company’s available-for-sale marketable securities by type of security was as follows (in thousands): June 30, 2024 Gross Gross Amortized Unrealized Unrealized Fair Cost Gain Loss Value Marketable securities: U.S. Treasury securities $ 20,449 $ 7 $ — $ 20,456 U.S. government agency securities 34,118 2 ( 35 ) 34,085 Corporate debt securities 9,847 — ( 7 ) 9,840 Commercial paper 162,967 13 ( 122 ) 162,858 Asset backed securities 11,543 — ( 8 ) 11,535 Total marketable securities $ 238,924 $ 22 $ ( 172 ) $ 238,774 December 31, 2023 Gross Gross Amortized Unrealized Unrealized Fair Cost Gain Loss Value Marketable securities: U.S. government agency securities $ 67,310 $ — $ ( 102 ) $ 67,208 Commercial paper 118,323 143 ( 1 ) 118,465 Asset backed securities 14,979 2 ( 13 ) 14,968 Total marketable securities $ 200,612 $ 145 $ ( 116 ) $ 200,641 |
Summary of Available For Sale Unrealized Loss Position | The following table presents available-for-sale marketable securities that were in an unrealized loss position as of June 30, 2024, aggregated by major security type and length of time in a continuous loss position (in thousands): Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss U.S. government agency securities $ 29,359 $ ( 35 ) $ — $ — $ 29,359 $ ( 35 ) Corporate debt securities $ 9,840 $ ( 7 ) $ — $ — $ 9,840 $ ( 7 ) Commercial paper $ 102,087 $ ( 122 ) $ — $ — $ 102,087 $ ( 122 ) Asset backed securities $ 11,535 $ ( 8 ) $ — $ — $ 11,535 $ ( 8 ) The following table presents available-for-sale marketable securities that were in an unrealized loss position as of December 31, 2023, aggregated by major security type and length of time in a continuous loss position (in thousands): Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss U.S. government agency securities $ 47,242 $ ( 79 ) $ 19,966 $ ( 23 ) $ 67,208 $ ( 102 ) Commercial paper $ 9,965 $ ( 1 ) $ — $ — $ 9,965 $ ( 1 ) Asset backed securities $ 9,854 $ ( 13 ) $ — $ — $ 9,854 $ ( 13 ) |
Consolidated Balance Sheet De_2
Consolidated Balance Sheet Details (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Consolidated Balance Sheet [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): June 30, December 31, 2024 2023 Internal-use software $ 491 $ 491 Leasehold improvements 283 — Laboratory equipment 144 178 Furniture and fixtures 92 137 Computer hardware and software 58 58 Construction in progress 36 157 Property and equipment, gross 1,104 1,021 Less: accumulated depreciation ( 342 ) ( 259 ) Property and equipment, net $ 762 $ 762 |
Summary of Accrued Expenses | Accrued expenses consisted of the following (in thousands): June 30, December 31, 2024 2023 Accrued research and development costs $ 1,715 $ 1,868 Accrued clinical trial costs 4,512 4,831 Accrued payroll liabilities 3,147 7,742 Other accrued liabilities 1,010 984 Accrued related party liabilities 166 83 Total accrued expenses $ 10,550 $ 15,508 |
Summary of Accrued Severance Costs | A summary of accrued severance costs associated with the RIF as of June 30, 2024 is shown in the table below (in thousands): June 30, 2024 Accrued severance costs as of December 31, 2023 $ 2,178 Reduction in estimate for continued healthcare benefits ( 113 ) Cash payments ( 1,975 ) Accrued severance costs as of June 30, 2024 $ 90 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity Note [Abstract] | |
Schedule Of Common Stock Reserved For Future Issuance | Common stock reserved for future issuance is as follows (in common stock equivalent shares) as of June 30, 2024: June 30, 2024 Issued and outstanding: Stock options 10,793,201 Restricted stock units 444,718 Authorized for future issuance: 2021 Equity Incentive Plan 2,731,595 2021 Employee Stock Purchase Plan 1,567,281 Total 15,536,795 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Summary of Future Minimum Payments under Non-cancellable Leases | Future minimum payments under non-cancellable leases as of June 30, 2024 were as follows (in thousands): Years ending December 31, 2024 (6 months remaining) $ 1,018 2025 2,073 2026 2,135 2027 2,199 2028 2,265 Thereafter 6,162 Total future minimum lease payments 15,852 Less: imputed interest ( 4,587 ) Present value of lease liabilities 11,265 Less: lease liabilities, current ( 971 ) Lease liabilities, net of current portion $ 10,294 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Total Share Based Compensation Expense | Total stock-based compensation expense related to share-based awards was comprised of the following (in thousands): Three months ended Six months ended June 30, June 30, 2024 2023 2024 2023 Research and development $ 2,574 $ 4,117 $ 5,434 $ 7,331 General and administrative 3,197 3,751 6,880 7,104 Total stock-based compensation expense $ 5,771 $ 7,868 $ 12,314 $ 14,435 Stock-based compensation expense by type of share-based award (in thousands): Three months ended Six months ended June 30, June 30, 2024 2023 2024 2023 Stock options $ 4,885 $ 6,735 $ 10,362 $ 12,239 Restricted stock awards 10 28 37 55 Restricted stock units 850 1,047 1,863 2,046 Employee Stock Purchase Plan 26 58 52 95 Total stock-based compensation expense $ 5,771 $ 7,868 $ 12,314 $ 14,435 |
Summary of Stock Option Activity | The following table summarizes stock option activity for the six months ended June 30, 2024: Weighted Weighted Average Average Remaining Aggregate Number Exercise Contractual Intrinsic of Shares Price Term Value Outstanding as of December 31, 2023 10,338,724 $ 14.42 8.24 $ 1,737 Granted 2,044,500 3.08 Exercised ( 127,996 ) 0.92 Forfeited and cancelled ( 1,462,027 ) 17.18 Outstanding as of June 30, 2024 10,793,201 $ 12.05 7.88 $ 1,142 Vested and expected to vest as of June 30, 2024 10,793,201 $ 12.05 7.88 $ 1,142 Exercisable as of June 30, 2024 4,962,290 $ 12.86 6.60 $ 821 |
Summary of Assumptions Used in Black-Scholes Option Pricing Model | The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model. The following assumptions were used in the Black-Scholes option pricing model to estimate the fair value of stock options granted to employees under the Company’s Plans during the periods presented: Six months ended June 30, 2024 2023 Risk-free interest rate 3.9 % - 4.7 % 3.4 % - 4.8 % Expected volatility 99.7 % - 102.6 % 68.4 % - 73.5 % Expected term (in years) 5.5 - 10.0 0.4 - 10.0 Expected dividend yield — — |
Summary of Restricted Stock Award Activity | The following table summarizes restricted stock award activity for the six months ended June 30, 2024: Weighted Average Grant Date Number Fair Value of Shares Per Share Unvested balance as of December 31, 2023 13,236 $ 3.45 Vested ( 13,236 ) 3.45 Unvested balance as of June 30, 2024 — $ — |
Summary of Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity for the six months ended June 30, 2024: Weighted Average Grant Date Number Fair Value of Shares Per Share Unvested Balance as of December 31, 2023 530,726 $ 21.11 Granted — $ — Vested ( 51,558 ) $ 31.46 Forfeited ( 34,450 ) $ 28.65 Unvested balance as of June 30, 2024 444,718 $ 19.33 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders: Three months ended Six months ended June 30, June 30, (in thousands, except share and per share amounts) 2024 2023 2024 2023 Numerator: Net loss $ ( 31,950 ) $ ( 53,251 ) $ ( 70,522 ) $ ( 92,182 ) Denominator: Weighted average common shares outstanding, basic and diluted 70,554,718 58,556,529 66,192,348 58,100,261 Net loss per share, basic and diluted $ ( 0.45 ) $ ( 0.91 ) $ ( 1.07 ) $ ( 1.59 ) |
Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share | The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per share (in common stock equivalent shares) at June 30, 2024 and 2023, because to do so would be anti-dilutive: June 30, 2024 2023 Shares issuable upon exercise of stock options 10,793,201 9,030,712 Unvested restricted stock units 444,718 755,425 Unvested restricted stock awards — 29,119 Shares purchasable under the 2021 Employee Stock Purchase Plan 56,879 13,781 Total 11,294,798 9,829,037 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Summary of Expense Recognized Under the Related Party | Expense recognized by the Company under the related party Support Services Agreement with Bayside was as follows (in thousands): Three months ended Six months ended June 30, June 30, 2024 2023 2024 2023 Research and development - Bayside $ 249 $ 109 $ 503 $ 359 Total research and development - related party $ 249 $ 109 $ 503 $ 359 |
Organization and Business - Add
Organization and Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Mar. 11, 2024 | Jun. 30, 2024 | |
Class of Stock [Line Items] | ||
Net proceeds from private placement after deducting fees to the placement agents and offering expenses | $ 95,046 | |
Private Placement | ||
Class of Stock [Line Items] | ||
Number of shares issued | 11,174,000 | |
Common stock, price per share | $ 8.95 | |
Gross proceeds from private placement | $ 100,000 | |
Net proceeds from private placement after deducting fees to the placement agents and offering expenses | $ 95,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2024 | |
ASU 2020-06 | |
Summary Of Significant Accounting Policies [Line Items] | |
Change in accounting principle, ASU, material effect | true |
Change in accounting principle, ASU, adoption | true |
Change in accounting principle, ASU, adoption date | Jan. 01, 2024 |
Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Percentage of Total Income Tax Payments | 5% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash Reported in Financial Statements (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 40,925 | $ 51,579 | $ 51,717 |
Restricted cash | 975 | ||
Total cash, cash equivalents and restricted cash | $ 41,900 | $ 51,717 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets & Liabilities Measured At Fair Value On Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Assets: | ||
Total assets | $ 267,874 | $ 248,350 |
Cash Equivalents | ||
Assets: | ||
Total assets | 29,100 | 47,709 |
Cash Equivalents | Money Market Fund | ||
Assets: | ||
Total assets | 29,100 | 40,241 |
Cash Equivalents | Commercial Paper | ||
Assets: | ||
Total assets | 7,468 | |
Marketable Securities | ||
Assets: | ||
Total assets | 238,774 | 200,641 |
Marketable Securities | Commercial Paper | ||
Assets: | ||
Total assets | 162,858 | 118,465 |
Marketable Securities | Asset Backed Securities | ||
Assets: | ||
Total assets | 11,535 | 14,968 |
Marketable Securities | U.S. Treasury Securities | ||
Assets: | ||
Total assets | 20,456 | |
Marketable Securities | U.S. government agency securities | ||
Assets: | ||
Total assets | 34,085 | 67,208 |
Marketable Securities | Corporate Debt Securities | ||
Assets: | ||
Total assets | 9,840 | |
Level 1 | ||
Assets: | ||
Total assets | 49,556 | 40,241 |
Level 1 | Cash Equivalents | ||
Assets: | ||
Total assets | 29,100 | 40,241 |
Level 1 | Cash Equivalents | Money Market Fund | ||
Assets: | ||
Total assets | 29,100 | 40,241 |
Level 1 | Marketable Securities | ||
Assets: | ||
Total assets | 20,456 | |
Level 1 | Marketable Securities | U.S. Treasury Securities | ||
Assets: | ||
Total assets | 20,456 | |
Level 2 | ||
Assets: | ||
Total assets | 218,318 | 208,109 |
Level 2 | Cash Equivalents | ||
Assets: | ||
Total assets | 7,468 | |
Level 2 | Cash Equivalents | Commercial Paper | ||
Assets: | ||
Total assets | 7,468 | |
Level 2 | Marketable Securities | ||
Assets: | ||
Total assets | 218,318 | 200,641 |
Level 2 | Marketable Securities | Commercial Paper | ||
Assets: | ||
Total assets | 162,858 | 118,465 |
Level 2 | Marketable Securities | Asset Backed Securities | ||
Assets: | ||
Total assets | 11,535 | 14,968 |
Level 2 | Marketable Securities | U.S. government agency securities | ||
Assets: | ||
Total assets | 34,085 | $ 67,208 |
Level 2 | Marketable Securities | Corporate Debt Securities | ||
Assets: | ||
Total assets | $ 9,840 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 USD ($) MarketableSecurities | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) MarketableSecurities | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value liabilities, into level 3 transfer amount | $ 0 | $ 0 | |
Fair value liabilities, out of level 3 transfer amount | $ 0 | 0 | |
Available-for-sale marketable securities in an unrealized loss position | MarketableSecurities | 25 | 10 | |
Available-for-sale marketable securities in an unrealized loss position | MarketableSecurities | 25 | 8 | |
Available-for-sale marketable securities in an unrealized loss position greater than twelve months | MarketableSecurities | 2 | ||
Allowance for credit losses | $ 0 | ||
Accrued interest receivable on available-for-sale marketable securities | 500,000 | $ 800,000 | |
Accrued interest receivables write-off | $ 0 | $ 0 | |
Debt Securities, Available-for-Sale, Accrued Interest, after Allowance for Credit Loss, Current, Statement of Financial Position [Extensible Enumeration] | Prepaid Expense and Other Assets | Prepaid Expense and Other Assets | |
Minimum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Available-for-sale securities unrealized loss position | 12 months | 12 months |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Available For Sale Marketable Securities By Type Of Security (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 238,924 | $ 200,612 |
Gross Unrealized Gain | 22 | 145 |
Gross Unrealized Loss | (172) | (116) |
Fair Value | 238,774 | 200,641 |
U.S. Treasury Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 20,449 | |
Gross Unrealized Gain | 7 | |
Fair Value | 20,456 | |
U.S. government agency securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 34,118 | 67,310 |
Gross Unrealized Gain | 2 | |
Gross Unrealized Loss | (35) | (102) |
Fair Value | 34,085 | 67,208 |
Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 9,847 | |
Gross Unrealized Loss | (7) | |
Fair Value | 9,840 | |
Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 162,967 | 118,323 |
Gross Unrealized Gain | 13 | 143 |
Gross Unrealized Loss | (122) | (1) |
Fair Value | 162,858 | 118,465 |
Asset Backed Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 11,543 | 14,979 |
Gross Unrealized Gain | 2 | |
Gross Unrealized Loss | (8) | (13) |
Fair Value | $ 11,535 | $ 14,968 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Available For Sale Unrealized Loss Position (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
U.S. government agency securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Less Than 12 Months, Fair Value | $ 29,359 | $ 47,242 |
Less Than 12 Months, Unrealized Loss | (35) | (79) |
12 Months or Longer, Fair Value | 19,966 | |
12 Months or Longer, Unrealized Loss | (23) | |
Total, Fair Value | 29,359 | 67,208 |
Total, Unrealized Loss Position | (35) | (102) |
Corporate Debt Securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Less Than 12 Months, Fair Value | 9,840 | |
Less Than 12 Months, Unrealized Loss | (7) | |
Total, Fair Value | 9,840 | |
Total, Unrealized Loss Position | (7) | |
Commercial Paper | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Less Than 12 Months, Fair Value | 102,087 | 9,965 |
Less Than 12 Months, Unrealized Loss | (122) | (1) |
Total, Fair Value | 102,087 | 9,965 |
Total, Unrealized Loss Position | (122) | (1) |
Asset Backed Securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Less Than 12 Months, Fair Value | 11,535 | 9,854 |
Less Than 12 Months, Unrealized Loss | (8) | (13) |
Total, Fair Value | 11,535 | 9,854 |
Total, Unrealized Loss Position | $ (8) | $ (13) |
Consolidated Balance Sheet De_3
Consolidated Balance Sheet Details - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1,104 | $ 1,021 |
Less: accumulated depreciation | (342) | (259) |
Property and equipment, net | 762 | 762 |
Internal-use Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 491 | 491 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 283 | |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 144 | 178 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 92 | 137 |
Computer Hardware and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 58 | 58 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 36 | $ 157 |
Consolidated Balance Sheet De_4
Consolidated Balance Sheet Details - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Accrued Liabilities, Current [Abstract] | ||
Accrued research and development costs | $ 1,715 | $ 1,868 |
Accrued clinical trial costs | 4,512 | 4,831 |
Accrued payroll liabilities | 3,147 | 7,742 |
Other accrued liabilities | 1,010 | 984 |
Accrued related party liabilities | 166 | 83 |
Total accrued expenses | $ 10,550 | $ 15,508 |
Consolidated Balance Sheet De_5
Consolidated Balance Sheet Details - Summary of Accrued Severance Costs (Details) - Accrued Severance Costs $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Beginning Balance | $ 2,178 |
Reduction in estimate for continued healthcare benefits | (113) |
Cash payments | (1,975) |
Ending Balance | $ 90 |
Consolidated Balance Sheet De_6
Consolidated Balance Sheet Details - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||||
Severance costs | $ 2,200 | |||
Depreciation | $ 100 | $ 135 | $ 65 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||
Common stock, shares authorized | 900,000,000 | 900,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock voting rights | Holders of outstanding shares of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders. | ||
ATM Sales Agreement | |||
Class of Stock [Line Items] | |||
Number of shares issued | 0 | 1,176,470 | |
Common stock gross proceeds | $ 50 | ||
Aggregate sales proceeds | $ 150 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule Of Common Stock Reserved For Future Issuance (Details) | Jun. 30, 2024 shares |
Class of Stock [Line Items] | |
Common stock reserved and available for future issuance | 15,536,795 |
Stock Option | |
Class of Stock [Line Items] | |
Common stock reserved and available for future issuance | 10,793,201 |
Restricted Stock Units | |
Class of Stock [Line Items] | |
Common stock reserved and available for future issuance | 444,718 |
2021 Equity Incentive Plan | |
Class of Stock [Line Items] | |
Common stock reserved and available for future issuance | 2,731,595 |
2021 Employee Stock Purchase Plan | |
Class of Stock [Line Items] | |
Common stock reserved and available for future issuance | 1,567,281 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Feb. 29, 2024 Leases | Jul. 31, 2023 USD ($) SquareFeet | Mar. 31, 2021 | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Lessee, Lease, Description [Line Items] | |||||||||
Lease expiration date | Jun. 30, 2026 | Jun. 30, 2024 | Jun. 30, 2026 | ||||||
Lease option to extend | The Company exercised its option to extend the lease term through June 30, 2026, | ||||||||
Lease, existence of option to extend | true | ||||||||
Lease termination agreement | Leases | 2 | ||||||||
Termination, description | The leases contain various termination options | ||||||||
Operating lease, weighted average remaining lease term | 7 years 1 month 6 days | 7 years 1 month 6 days | |||||||
Operating lease, weighted average discount rate | 10.10% | 10.10% | |||||||
Operating lease costs | $ 600 | $ 100 | $ 1,200 | $ 300 | |||||
Variable Lease, Cost | 0 | 200 | |||||||
Operating lease payments | 1,000 | $ 300 | |||||||
Operating lease liabilities | 11,265 | 11,265 | |||||||
Operating lease right-of-use assets | $ 10,162 | $ 10,162 | $ 11,509 | ||||||
Minimum | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Lease, remaining term | 3 months | 3 months | |||||||
Maximum | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Lease, remaining term | 8 years | 8 years | |||||||
Laboratory | Belgium | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Lease, term of contract | 3 years | ||||||||
Office Space | Belgium | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Lease, term of contract | 3 years | ||||||||
Neurocrine Biosciences, Inc. | Sublease Agreement | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Operating lease liabilities | 11,000 | ||||||||
Operating lease right-of-use assets | $ 11,000 | ||||||||
Neurocrine Biosciences, Inc. | Sublease Agreement | Office Space | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Number of rentable square feet | SquareFeet | 35,016 | ||||||||
Sublease term commencing date | Jul. 21, 2023 | ||||||||
Sublease term ending date | Jul. 31, 2031 | ||||||||
Subleasing premises cost | $ 2,000 | ||||||||
Subleasing premises percentage | 3% | ||||||||
Subleased premises cost | $ 1,000 | ||||||||
Letter of credit | $ 500 | ||||||||
Security deposit made for letter of credit | $ 500 | $ 500 | |||||||
Encinitas Asset Group | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Operating lease liabilities | $ 900 | ||||||||
Operating lease right-of-use assets | $ 800 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Payments under Operating Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
2024 (6 months remaining) | $ 1,018 | |
2025 | 2,073 | |
2026 | 2,135 | |
2027 | 2,199 | |
2028 | 2,265 | |
Thereafter | 6,162 | |
Total future minimum lease payments | 15,852 | |
Less: imputed interest | (4,587) | |
Total lease liabilities | 11,265 | |
Less: lease liabilities, current | (971) | $ (1,001) |
Lease liabilities, net of current portion | $ 10,294 | $ 11,505 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | ||||
Jan. 01, 2024 shares | Oct. 19, 2021 Offeringperiod shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) Employee $ / shares shares | Dec. 31, 2023 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of employees terminated | Employee | 1 | ||||
Stock Option | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted average grant date fair value of stock options granted | $ / shares | $ 2.50 | $ 22.38 | |||
Total intrinsic value of stock options exercised | $ | $ 500 | $ 15,300 | |||
Incremental stock-based compensation expense | $ | $ 100 | ||||
Unrecognized stock-based compensation expense | $ | $ 39,000 | ||||
Unrecognized stock-based compensation expense, weighted average period | 2 years 3 months 18 days | ||||
Restricted Stock Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Options granted vesting period | 3 years | ||||
Shares repurchased | 0 | 0 | |||
Employee service share based compensation liability for unvested award | $ | $ 0 | ||||
Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Options granted vesting period | 4 years | ||||
Unrecognized stock-based compensation expense other than stock option | $ | $ 6,200 | ||||
Unrecognized stock-based compensation expense, weighted average period | 1 year 9 months 18 days | ||||
2021 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares authorized for issuance | 5,612,000 | 11,980,790 | 9,018,173 | ||
Number of shares that may be issued in accordance with plan | 2,962,617 | 5,102,000 | |||
Number of common shares to be added | 4,978,561 | ||||
Percentage of outstanding shares of common stock that may be issued in accordance with plan | 5% | ||||
Shares remained available for grant | 2,731,595 | 317,001 | |||
2019 and 2021 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Term of stock options granted | 10 years | ||||
2019 and 2021 Equity Incentive Plan | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Options granted vesting period | 1 year | ||||
2019 and 2021 Equity Incentive Plan | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Options granted vesting period | 4 years | ||||
2021 Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares authorized for issuance | 592,523 | 510,000 | |||
Number of shares that may be issued in accordance with plan | 1,020,000 | ||||
Percentage of closing price on offering commencement date that participating employees purchase stock under plan | 85% | ||||
Percentage of closing price on offering termination date that participating employees purchase stock under plan | 85% | ||||
Number of offering periods | Offeringperiod | 2 | ||||
Duration of offering periods | 6 months | ||||
Maximum percentage of eligible compensation of employee | 15% | ||||
Maximum number of shares an employee can purchase under plan | 3,000 | ||||
Percentage of outstanding shares of common stock that may be issued in accordance with plan | 1% | ||||
Shares issued under employee stock purchase plan, shares | 56,903 | 9,765 | |||
Weighted average price of shares issued under ESPP | $ / shares | $ 2.01 | $ 21.91 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Total Share Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 5,771 | $ 7,868 | $ 12,314 | $ 14,435 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation expense | 2,574 | 4,117 | 5,434 | 7,331 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 3,197 | $ 3,751 | $ 6,880 | $ 7,104 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 5,771 | $ 7,868 | $ 12,314 | $ 14,435 |
Stock Option | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total share-based compensation expense | 4,885 | 6,735 | 10,362 | 12,239 |
Restricted Stock Awards | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total share-based compensation expense | 10 | 28 | 37 | 55 |
Restricted Stock Units | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total share-based compensation expense | 850 | 1,047 | 1,863 | 2,046 |
Employee Stock Purchase Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 26 | $ 58 | $ 52 | $ 95 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Shares, Beginning Balance | shares | 10,338,724 | |
Number of Shares, Granted | shares | 2,044,500 | |
Number of Shares, Exercised | shares | (127,996) | |
Number of Shares, Forfeited and cancelled | shares | (1,462,027) | |
Number of Shares, Ending Balance | shares | 10,793,201 | 10,338,724 |
Number of Shares, Vested and expected to vest | shares | 10,793,201 | |
Number of Shares, Exercisable | shares | 4,962,290 | |
Weighted Average Exercise Price, Beginning balance | $ / shares | $ 14.42 | |
Weighted Average Exercise Price, Granted | $ / shares | 3.08 | |
Weighted Average Exercise Price, Exercised | $ / shares | 0.92 | |
Weighted Average Exercise Price, Forfeited and cancelled | $ / shares | 17.18 | |
Weighted Average Exercise Price, ending balance | $ / shares | 12.05 | $ 14.42 |
Weighted Average Exercise Price, Vested and expected to vest | $ / shares | 12.05 | |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 12.86 | |
Weighted Average Contractual Term, Outstanding | 7 years 10 months 17 days | 8 years 2 months 26 days |
Weighted Average Contractual Term,Options vested and expected to vest | 7 years 10 months 17 days | |
Weighted Average Contractual Term, Options exercisable | 6 years 7 months 6 days | |
Aggregate Intrinsic Value | $ | $ 1,142 | $ 1,737 |
Aggregate Intrinsic Value, Options vested and expected to vest | $ | 1,142 | |
Aggregate Intrinsic Value, Options exercisable | $ | $ 821 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Assumptions Used in Black-Scholes Option Pricing Model (Details) - Stock Option | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate, Minimum | 3.90% | 3.40% |
Risk-free interest rate, Maximum | 4.70% | 4.80% |
Expected volatility, Minimum | 99.70% | 68.40% |
Expected volatility, Maximum | 102.60% | 73.50% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 6 months | 4 months 24 days |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 10 years | 10 years |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Award Activity (Details) - Restricted Stock Awards | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Beginning Balance | shares | 13,236 |
Number of Shares, Vested | shares | (13,236) |
Number of Shares, Ending Balance | shares | 0 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 3.45 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 3.45 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 0 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Restricted Stock Units (Details) - Restricted Stock Units | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Beginning Balance | shares | 530,726 |
Number of Shares, Vested | shares | (51,558) |
Number of Shares, Forfeited | shares | (34,450) |
Number of Shares, Ending Balance | shares | 444,718 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 21.11 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 31.46 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 28.65 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 19.33 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||
Net loss | $ (31,950) | $ (53,251) | $ (70,522) | $ (92,182) |
Denominator | ||||
Weighted average shares of common stock outstanding, basic | 70,554,718 | 58,556,529 | 66,192,348 | 58,100,261 |
Weighted average shares of common stock outstanding, diluted | 70,554,718 | 58,556,529 | 66,192,348 | 58,100,261 |
Net loss per share, basic | $ (0.45) | $ (0.91) | $ (1.07) | $ (1.59) |
Net loss per share, diluted | $ (0.45) | $ (0.91) | $ (1.07) | $ (1.59) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from calculation of diluted net loss per share | 11,294,798 | 9,829,037 |
Stock Option | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from calculation of diluted net loss per share | 10,793,201 | 9,030,712 |
Unvested Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from calculation of diluted net loss per share | 444,718 | 755,425 |
Unvested Restricted Stock Awards | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from calculation of diluted net loss per share | 0 | 29,119 |
Shares purchasable under the 2021 Employee Stock Purchase Plan | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from calculation of diluted net loss per share | 56,879 | 13,781 |
Related Party Transactions - Su
Related Party Transactions - Summary of Expense Recognized Under the Related Party (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Related Party Transaction [Line Items] | ||||
Total research and development | $ 27,805 | $ 48,560 | $ 61,552 | $ 83,997 |
Bayside | ||||
Related Party Transaction [Line Items] | ||||
Total research and development | 249 | 109 | 503 | 359 |
Related Party | ||||
Related Party Transaction [Line Items] | ||||
Total research and development | $ 249 | $ 109 | $ 503 | $ 359 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - Related Party - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Accounts Payable and Accrued Expenses | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 200 | $ 100 |
Prepaid Expenses and Other Current Assets | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 0 | $ 0 |