Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | IO Biotech, Inc. | |
Entity Central Index Key | 0001865494 | |
Entity File Number | 001-41008 | |
Entity Tax Identification Number | 87-0909276 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | Ole Maaløes Vej 3 | |
Entity Address, City or Town | Copenhagen N | |
Entity Address, Country | DK | |
Entity Address, Postal Zip Code | DK-2200 | |
City Area Code | +45 | |
Local Phone Number | 7070 2980 | |
Title of each class | Common Stock, par value $0.001 per share | |
Trading Symbol(s) | IOBT | |
Name of each exchange on which registered | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Bankruptcy Proceedings, Reporting Current | true | |
Entity Common Stock, Shares Outstanding | 28,815,267 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 187,904 | $ 211,531 |
Prepaid expenses and other current assets | 11,344 | 10,207 |
Total current assets | 199,248 | 221,738 |
Restricted cash | 268 | 268 |
Property and equipment, net | 271 | 155 |
Right of use lease asset | 2,248 | |
Noncurrent assets | 136 | 127 |
Total assets | 202,171 | 222,288 |
Current liabilities | ||
Accounts payable | 2,087 | 3,928 |
Lease liability - current | 345 | |
Accrued expenses and other current liabilities | 3,998 | 6,377 |
Total current liabilities | 6,430 | 10,305 |
Lease liability - noncurrent | 2,048 | |
Other long-term liabilities | 59 | |
Total liabilities | 8,478 | 10,364 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Preferred stock, par value of $0.001 per share; 5,000,000 shares authorized, no shares issued and outstanding as of March 31, 2022 and December 31, 2021 | ||
Common stock, par value of $0.001 per share; 300,000,000 shares authorized, 28,815,267 shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 29 | 29 |
Additional paid-in capital | 321,285 | 319,665 |
Accumulated deficit | (123,485) | (106,281) |
Accumulated other comprehensive loss | (4,136) | (1,489) |
Total stockholders' equity | 193,693 | 211,924 |
Total liabilities, convertible preference shares and stockholders' equity | $ 202,171 | $ 222,288 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 28,815,267 | 28,815,267 |
Common stock, shares outstanding | 28,815,267 | 28,815,267 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expenses | ||
Research and development | $ 10,306,000 | $ 2,848,000 |
General and administrative | 6,704,000 | 965,000 |
Total operating expenses | 17,010,000 | 3,813,000 |
Loss from operations | (17,010,000) | (3,813,000) |
Other income (expense) | ||
Currency exchange gain (loss), net | (20,000) | 137,000 |
Interest income | 15,000 | |
Interest expense | (123,000) | (72,000) |
Total other income (expense), net | (128,000) | 65,000 |
Loss before income tax expense | (17,138,000) | (3,748,000) |
Income tax expense | 66,000 | 0 |
Net loss | (17,204,000) | (3,748,000) |
Cumulative dividends on class B and C preference shares | (1,839,000) | |
Net loss attributable to common shareholders | $ (17,204,000) | $ (5,587,000) |
Net loss per common share, basic and diluted | $ (0.60) | $ (31.53) |
Weighted-average number of shares used in computing net loss per common share, basic and diluted | 28,815,267 | 177,200 |
Other comprehensive loss | ||
Net loss | $ (17,204,000) | $ (3,748,000) |
Foreign currency translation | (2,647,000) | (1,766,000) |
Total comprehensive loss | $ (19,851,000) | $ (5,514,000) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preference Shares and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Class B Convertible Preference Stock | Class C Convertible Preference Stock | Common Stock | Common StockClass A Ordinary Shares | Additional Paid-In Capital | Other Comprehensive Loss | Accumulated Deficit |
Temporary equity, Balance at Dec. 31, 2020 | $ 37,906 | |||||||
Temporary equity, Balance, shares at Dec. 31, 2020 | 584,583 | |||||||
Balance at Dec. 31, 2020 | $ (35,303) | $ 0 | $ 28 | $ 1,110 | $ 1,961 | $ (38,402) | ||
Balance, shares at Dec. 31, 2020 | 177,200 | |||||||
Temporary equity, Issuance of preference shares, net of issuance costs | $ 62,983 | |||||||
Temporary equity, Issuance of preference shares, net of issuance costs, shares | 538,088 | |||||||
Equity-based compensation | 4 | 4 | ||||||
Foreign currency translation | (1,766) | (1,766) | ||||||
Net loss | (3,748) | (3,748) | ||||||
Temporary equity, Balance at Mar. 31, 2021 | $ 37,906 | $ 62,983 | ||||||
Temporary equity, Balance, shares at Mar. 31, 2021 | 584,583 | 538,088 | ||||||
Balance at Mar. 31, 2021 | (40,813) | 0 | $ 28 | 1,114 | 195 | (42,150) | ||
Balance, shares at Mar. 31, 2021 | 177,200 | |||||||
Temporary equity, Balance at Dec. 31, 2020 | $ 37,906 | |||||||
Temporary equity, Balance, shares at Dec. 31, 2020 | 584,583 | |||||||
Balance at Dec. 31, 2020 | (35,303) | 0 | $ 28 | 1,110 | 1,961 | (38,402) | ||
Balance, shares at Dec. 31, 2020 | 177,200 | |||||||
Net loss | (67,900) | |||||||
Balance at Dec. 31, 2021 | 211,924 | $ 29 | $ 0 | 319,665 | (1,489) | (106,281) | ||
Balance, shares at Dec. 31, 2021 | 28,815,267 | |||||||
Equity-based compensation | 1,620 | 1,620 | ||||||
Foreign currency translation | (2,647) | (2,647) | ||||||
Net loss | (17,204) | (17,204) | ||||||
Balance at Mar. 31, 2022 | $ 193,693 | $ 29 | $ 321,285 | $ (4,136) | $ (123,485) | |||
Balance, shares at Mar. 31, 2022 | 28,815,267 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preference Shares and Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Class C Convertible Preference Stock | |
Temporary equity, issuance costs | $ 340 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (17,204) | $ (3,748) |
Adjustment to reconcile net loss to net cash used in operating activities | ||
Equity-based compensation | 1,620 | 4 |
Amortization of right of use lease asset | 220 | |
Foreign currency loss (gain) | 20 | (137) |
Changes in operating assets and liabilities | ||
Prepaid expenses and other current assets | (1,137) | 66 |
Accounts payable | (1,841) | 678 |
Lease liability | (75) | |
Accrued expenses and other current liabilities | (2,447) | (755) |
Net cash used in operating activities | (20,844) | (3,892) |
Cash flows from investing activities | ||
Purchase of property and equipment | (116) | |
Net cash used in investing activities | (116) | |
Cash flows from financing activities | ||
Proceeds from issuance of preference shares | 65,748 | |
Preference shares issuance costs | (340) | |
Net cash provided by financing activities | 65,408 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | (20,960) | 61,516 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (2,667) | (1,699) |
Cash, cash equivalents and restricted cash, beginning of period | 211,799 | 3,405 |
Cash, cash equivalents and restricted cash, end of period | 188,172 | 63,222 |
Components of cash, cash equivalents, and restricted cash | ||
Cash and cash equivalents | 187,904 | 63,222 |
Restricted cash | 268 | |
Total cash, cash equivalents and restricted cash | $ 188,172 | $ 63,222 |
Description of Business, Organi
Description of Business, Organization and Liquidity | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business, Organization and Liquidity | 1. Description of Business, Organization and Liquidity Business IO Biotech, Inc. is a clinical-stage biotechnology company dedicated to the identification and development of disruptive immune therapies for the treatment of cancer. As used in these financial statements, unless the context otherwise requires, references to the “Company”, “we,” “us,” and “our” refer to IO Biotech, Inc. and its subsidiaries. IO Biotech ApS was incorporated in Denmark in December 2014. We are developing novel, immune-modulating cancer therapies based on our T-win technology platform . Corporate Reorganization In November 2021, we completed a corporate reorganization whereby IO Biotech ApS became a wholly-owned subsidiary of the Company. In connection with the corporate reorganization, each issued and outstanding class A ordinary share ($ 0.16 par value) was exchanged on a one for one basis into shares of common stock of the Company ($ 0.001 par value). Each class B and class C preference share of IO Biotech ApS was exchanged on a one for one basis into shares of class B and class C preferred stock of the Company. Risks and Uncertainties We are subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the need to obtain additional financing. Product candidates currently under development will require significant additional research and development efforts, including extensive pre-clinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance reporting capabilities. Our product candidates are in development. There can be no assurance that our research and development will be successfully completed, that adequate protection for our intellectual property will be obtained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if our product development efforts are successful, it is uncertain when, if ever, we will generate significant revenue from product sales. We operate in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies. In addition, we are dependent upon the services of our employees and consultants. Liquidity Considerations Since inception, we have devoted substantially all our efforts to business planning, conducting research and development, recruiting management and technical staff, and raising capital. We have financed our operations primarily through the issuance of convertible preference shares, convertible notes and, most recently, our initial public offering, or IPO. Our continued discovery and development of its product candidates will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if product development efforts are successful, it is uncertain when, if ever, we will realize significant revenue from product sales. As of March 31, 2022, we had an accumulated deficit of $ 123.5 million. We have incurred losses and negative cash flows from operations since inception, including net losses of $ 17.2 million and $ 67.9 million for the three months ended March 31, 2022 and the year ended December 31, 2021, respectively. We expect that our operating losses and negative cash flows will continue for the foreseeable future as we continue to develop our product candidates. We currently expect that our cash and cash equivalents of $ 187.9 million as of March 31, 2022 will be sufficient to fund our operating expenses and capital requirements for at least 12 months from the date the financial statements are issued. However, additional funding will be necessary to fund future discovery research, pre-clinical and clinical activities. We will seek additional funding through public financings, debt financings, collaboration agreements, strategic alliances and licensing arrangements. Although we have been successful in raising capital in the past, there is no assurance that we will be successful in obtaining such additional financing on terms acceptable to it, if at all, and we may not be able to enter into collaborations or other arrangements. If we are unable to obtain funding, we could be forced to delay, reduce or eliminate our research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect our business prospects, even our ability to continue operations. Coronavirus Pandemic In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. In order to mitigate the spread of COVID-19, governments have imposed unprecedented restrictions on business operations, travel and gatherings, resulting in a global economic downturn and other adverse economic and societal impacts. The COVID-19 pandemic has also overwhelmed or otherwise led to changes in the operations of many healthcare facilities, including clinical trial sites. As a result of the ongoing COVID-19 pandemic and continuing resource constraints on CROs, us, prospective clinical trial sites and others, we are currently experiencing longer than expected lead times in clinical trial site activation and patient enrollment in our clinical trials. We cannot predict the scope and severity of any further disruptions as a result of COVID-19 and continuing resource constraints or their impacts on CROS, us, clinical trial sites and others. But continuing resource constraints or business disruptions for us or any of the third parties with whom we engage, including the collaborators, contract organizations, third-party manufacturers, suppliers, clinical trial sites, regulators and other third parties with whom we conduct business could materially and negatively impact our ability to conduct our business in the manner and on the timelines presently planned. The actual and perceived impact of the COVID-19 pandemic is changing daily, and its ultimate effect on our business cannot be predicted. As a result, there can be no assurance that we will not experience additional negative impacts associated with COVID-19, which could be significant. The COVID-19 pandemic may negatively impact our business, financial condition and results of operations causing interruptions or delays in the Company’s programs and services. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies There have been no changes to the significant accounting policies as disclosed in Note 2 to the Company’s annual financial statements for the years ended December 31, 2021 and 2020 included in its annual report on Form 10-K filed with the Securities and Exchange Commission (or the “SEC”), other than those described below. Unaudited Financial Information The Company’s condensed financial statements included herein have been prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP, and pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC. In the Company’s opinion, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the financial position and results of operations for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016 02, “Leases” (“ASC 842”) to enhance the transparency and comparability of financial reporting related to leasing arrangements. Under this new lease standard, most leases are required to be recognized on the balance sheet as right-of-use assets and lease liabilities. Disclosure requirements have been enhanced with the objective of enabling financial statement users to assess the amount, timing, and uncertainty of cash flows arising from leases. Prior to January 1, 2019, GAAP did not require lessees to recognize assets and liabilities related to operating leases on the balance sheet. The new standard establishes a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and corresponding lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement as well as the reduction of the right of use asset. The Company has adopted the standard effective January 1, 2022 and has chosen to use the effective date as our date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods prior to January 1, 2022. The new standard provides a number of optional practical expedients in transition. The Company has elected to apply the ‘package of practical expedients’ which allow us to not reassess (i) whether existing or expired arrangements contain a lease, (ii) the lease classification of existing or expired leases, or (iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. The Company has also elected to apply (i) the practical expedient which allows us to not separate lease and non-lease components, for new leases entered into after adoption and (ii) the short-term lease exemption for all leases with an original term of less than 12 months, for purposes of applying the recognition and measurements requirements in the new standard. For the impact to the Company’s consolidated financial statement upon adoption of the new leasing standard, see Note 7 to our unaudited consolidated financial statements. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on specific facts and circumstances, the existence of an identified asset(s), if any, and the Company’s control over the use of the identified asset(s), if applicable. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of future lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company will utilize the incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. As of the ASC 842 effective date, the Company’s incremental borrowing rate is approximately 6.5 % based on the remaining lease term of the applicable leases. The Company has elected to combine lease and non-lease components as a single component. Operating leases are recognized on the balance sheet as ROU lease assets, lease liabilities current and lease liabilities non-current. Fixed rents are included in the calculation of the lease balances while variable costs paid for certain operating and pass-through costs are excluded. Lease expense is recognized over the expected term on a straight-line basis. Recently Issued Accounting Standards In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments . ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets. In April 2019, the FASB issued clarification to ASU 2016-13 within ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging , and Topic 825, Financial Instruments , or ASU 2016-13. The guidance is effective for fiscal years beginning after December 15, 2022. We are currently assessing the potential impact of adopting ASU 2016-13 on our financial statements and financial statement disclosures. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes , or ASU 2019-12. ASU 2019-12 eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. This guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. We are currently assessing the impact adoption of ASU 2019-12 will have on our financial statements and disclosures. In August 2020, the FASB issued 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 an Entity’s Own Equity . ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (i) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (ii) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for us beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently assessing the impact adoption of ASU 2020-06 will have on our financial statements and disclosures. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The following table presents information about our financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): March 31, 2022 Total Level 1 Level 2 Level 3 Assets 0 Money market funds(1) $ 99,576 $ 99,576 $ — $ — Total assets measured at fair value $ 99,576 $ 99,576 $ — $ — December 31, 2021 Total Level 1 Level 2 Level 3 Assets Money market funds(1) $ 101,561 $ 101,561 $ — $ — Total assets measured at fair value $ 101,561 $ 101,561 $ — $ — (1) Money market funds with maturities of 90 days or less at the date of purchase are included within cash and cash equivalents in the accompanying consolidated balance sheets and are recognized at fair value. The following table presents a roll-forward of the fair value of the preference shares tranche obligations for which fair value is determined by Level 3 inputs (in thousands): Preference Balance, December 31, 2020 $ — Addition on issuance of class C preference shares 2,425 Currency exchange ( 70 ) Balance, March 31, 2021 $ 2,355 Fair value adjustments 26,830 Currency exchange ( 909 ) Settlement of preference shares tranche obligation through issuance of preference shares ( 28,276 ) Balance, December 31, 2021 $ — Valuation techniques used to measure fair value maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Our convertible notes were classified within Level 3 of the fair value hierarchy because the fair value measurement was based, in part, on significant inputs not observed in the market. Our class C Preference Shares Tranche Obligation is measured at fair value using a Black-Scholes option pricing valuation methodology. The fair value of class C Preference Shares Tranche Obligation includes inputs not observable in the market and thus represents a Level 3 measurement. The option pricing valuation methodology utilized requires inputs based on certain subjective assumptions, including (i) expected stock price volatility, (ii) calculation of an expected term, (iii) a risk-free interest rate, and (iv) expected dividends. The assumptions utilized to value the class C Preference Shares Tranche Obligation during 2021 were (i) expected stock price volatility of 73.7 %; (ii) remaining term of 0.3 years; (iii) a risk-free interest rate of 0.05 %; and (iv) an expectation of no dividends. There were no transfers among Level 1, Level 2 or Level 3 categories in the three months ended March 31, 2022 and year ended December 31, 2021. |
License and Collaboration Agree
License and Collaboration Agreements | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
License and Collaboration Agreements | 4. License and Collaboration Agreements In February 2018, we entered into a clinical collaboration with MSD International GmbH (" MSDIG"), to evaluate IO102 in combination with KEYTRUDA ® (pembrolizumab) in first-line treatment of patients with metastatic non-small cell lung cancer. Under the terms of the collaboration with MSDIG, we will conduct an international Phase 1/2 study to evaluate a combination therapy of IO102 and KEYTRUDA ® . We will sponsor the clinical trials and MSDIG will provide KEYTRUDA ® to be used in the clinical trials free of charge. We and MSDIG will be responsible for our own internal costs and expenses to support the study and we shall bear all other costs associated with conducting the study, including costs of providing IO102 for use in the study. The rights to the data from the clinical trials will be shared by us and MSDIG and we will maintain global commercial rights to IO102. In September 2021, we entered into a clinical collaboration with MSDIG and MSD International Business GmbH (MSDIB), another affiliate of Merck, (collectively, "MSD") to evaluate IO102-IO103 in combination with KEYTRUDA® versus KEYTRUDA® alone in treatment of patients with metastatic (advanced) melanoma. Under the terms of the collaboration with MSD, we will conduct an international Phase 3 study to evaluate a combination therapy of IO102-IO103 and KEYTRUDA®. We will sponsor the clinical trials and MSD will provide KEYTRUDA® to be used in the clinical trials free of charge. We and MSD will be responsible for our own internal costs and expenses to support the study and we shall bear all other costs associated with conducting the study, including costs of providing IO102-IO103 for use in the study. The rights to the data from the clinical trials will be shared by us and MSD and we will maintain global commercial rights to IO102-IO103. In December 2021, we entered into a clinical collaboration with MSD to evaluate IO102-IO103 in combination with KEYTRUDA® in previously untreated patients with three different tumor types— metastatic non-small cell lung cancer (NSCLC), squamous cell carcinoma of the head and neck (SCCHN), and metastatic urothelial bladder cancer (UBC). Under the terms of the collaboration with MSD, we will conduct an international Phase 2 study to evaluate a combination therapy of IO102-IO103 and KEYTRUDA®. We will sponsor the clinical trials and MSD will provide KEYTRUDA® to be used in the clinical trials free of charge. We and MSD will be responsible for our own internal costs and expenses to support the study and we shall bear all other costs associated with conducting the study, including costs of providing IO102-IO103 for use in the study. The rights to the data from the clinical trials will be shared by us and MSD and we will maintain global commercial rights to IO102-IO103 . |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, Prepaid contract research and development costs $ 6,023 $ 4,770 Insurance 2,251 3,197 Research and development tax credit receivable 1,639 841 Value-added tax refund receivable 1,150 1,250 Other 281 149 Total prepaid expenses and other current assets $ 11,344 $ 10,207 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): March 31, December 31, Accrued contract research and development costs $ 1,142 $ 3,861 Professional fees 1,353 1,028 Employee compensation costs 621 1,027 Other liabilities 882 461 Total accrued expenses and other current liabilities $ 3,998 $ 6,377 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | 7. Leases On January 1, 2022, the Company adopted ASC 842 using the modified retrospective transition approach allowed under ASU 2018-11 which releases companies from presenting comparative periods and related disclosures under ASC 842 and requires a cumulative-effect adjustment to the opening balance of accumulated deficit in the period of adoption (Note 2). The Company had an immaterial cumulative-effect adjustment to the opening balance of accumulated deficit as of January 1, 2022. The Company is party to three operating leases for laboratory and office space. The Company’s finance leases are immaterial both individually and in the aggregate. The Company has elected to apply the short-term lease exception to all leases of one year or less. As of March 31, 2022, this exception applies to one operating lease for office and laboratory space in Denmark that expires December 31, 2022 and another operating lease for office space in the UK that is payable month to month. Further, the Company has applied the guidance in ASC 842 to our corporate office and laboratory leases and has determined that these should be classified as operating leases. Consequently, as a result of the adoption of ASC 842, we recognized a right-of-use (ROU) lease asset of approximately $ 2.3 million with a corresponding lease liability of approximately $ 2.4 million based on the present value of the minimum rental payments of such leases. In accordance with ASC 842, the beginning balance of the ROU lease asset was reduced by the existing deferred rent liability at inception of approximately $ 59,000 . In the consolidated balance sheet at March 31, 2022, the Company has a ROU asset balance of $ 2.2 million and a current and non-current lease liability of $ 0.3 million and $ 2.0 million, respectively, relating to the ROU lease asset. The balance of both the ROU lease asset and the lease liabilities primarily consists of future payments under the Company’s office leased in New York, NY, Rockville, MD and Copenhagen, Denmark. The Company is party to an operating lease in Copenhagen, Denmark for office and laboratory space that commenced in March 2021 with the initial term set to expire in January 2025. Base rent for this lease is approximately $ 92,000 annually. The Company is party to an operating lease in New York, NY for office and laboratory space that commenced in October 2021 with the initial term set to expire in January 2027. Base rent for this lease is approximately $ 222,000 annually. The Company is party to an operating lease in Rockwell, MD for office and laboratory space that commenced in December 2021 with the initial term set to expire in April 2027. Base rent for this lease is approximately $ 273,000 annually. Additionally, the Company is party to an operating lease in the UK that has month-to-month payments of approximately $ 900 per month. Rent expense for the three months ended March 31, 2022 and 2021 was $ 219,000 and $ 59,000 . Quantitative information regarding the Company’s leases for the three months ended March 31, 2022 is as follows (in thousands): Three Months Ended Lease Cost March 31, 2022 Operating lease cost $ 174 Other Information Operating cash flows paid for amounts included in the measurement of lease liabilities $ 97 Operating lease liabilities arising from obtaining right‑of‑use assets $ 2,411 Weighted average remaining lease term (years) 2.8 - 5.2 Weighted average discount rate 6.5 % Future lease payments under noncancelable leases are as follows at March 31, 2022 (in thousands): Future Lease Payments Amount 2022 $ 349 2023 602 2024 619 2025 547 2026 553 Thereafter 150 Total $ 2,820 As most of the Company’s leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the incremental borrowing rate on January 1, 2022 for operating leases that commenced prior to that date. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Legal Proceedings From time to time, we may be party to litigation arising in the ordinary course of its business. We were not subject to any material legal proceedings during the three months ended March 31, 2022 and year ended December 31, 2021, and, to our knowledge, no material legal proceedings are currently pending or threatened. Indemnification Agreements We enter into certain types of contracts that contingently requires us to indemnify various parties against claims from third parties. These contracts primarily relate to procurement, service, consultancy or license agreements under which we may be required to indemnify vendors, service providers or licensees for certain claims, including claims that may be brought against them arising from our acts or omissions with respect to our products, technology, intellectual property or services. From time to time, we may receive indemnification claims under these contracts in the normal course of business. In the event that one or more of these matters were to result in a claim against us, an adverse outcome, including a judgment or settlement, may cause a material adverse effect on our future business, operating results or financial condition. It is not possible to estimate the maximum amount potentially payable under these contracts since we have no history of prior indemnification claims and the unique facts and circumstances involved in each particular claim will be determinative. |
Convertible Preference Shares
Convertible Preference Shares | 3 Months Ended |
Mar. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preference Shares | . Convertible Preference Shares As of March 31, 2022 and December 31, 2 0 21 , we had no preference shares authorized, issued and outstanding. In January 2021, we completed an investment agreement, Class C Investment Agreement, for the sale and issuance of up to 1,263,804 class C preference shares to new investors and existing related-party investors at a subscription price of $ 121.55 per share. Then, pursuant to the Class C Investment Agreement, we issued 505,520 class C preference shares for gross cash proceeds of $ 61.5 million. The Class C Investment Agreement further provides for a milestone closing in the event of certain development milestones before April 2022, whereby purchasers of class C preference shares are obligated to a further subscription amount of $ 88.4 million, or the Preference Shares Tranche Obligation, which resulted in a further issuance of 689,344 class C preference shares at a subscription price of $ 128.19 per share. We incurred issuance costs of $ 340,000 in connection with the issuances of the class C preference shares. We concluded that the Preference Shares Tranche Obligation met the definition of a freestanding financial instrument, as it is legally detachable and separately exercisable from the class C preference shares. Therefore, we allocated the proceeds received from the issuance of shares under the Class C Investment Agreement between the Preference Shares Tranche Obligation and the class C preference shares. The fair value of the Preference Shares Tranche Obligation of $ 2.4 million on issuance was allocated from the $ 61.5 million proceeds of the class C preference shares financing and is classified as a current liability on the balance sheet as of March 31, 2021 as the class C preference shares would become redeemable upon a Deemed Liquidation Event, the occurrence of which is not within our control. In March 2021, prior to a milestone closing, an investor elected to purchase and we issued 35,825 class C preference shares for gross cash proceeds of $ 4.2 million pursuant to the Class C Investment Agreement. As a result of entering into a collaboration agreement with Merck in September 2021, the number of class C preference shares issued in March 2021 was adjusted downward to 32,568 class C preference shares. In October 2021, investors purchased and we issued 656,776 class C preference shares for gross cash proceeds of $ 84.1 million pursuant to the Class C Investment Agreement, resulting in the settlement of the preference shares tranche obligations. Immediately prior to consummation of our IPO, all outstanding class B and class C preference shares were converted into 20,415,213 shares of common stock. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Class of Stock Disclosures [Abstract] | |
Stockholders' Equity | . Stockholders' Equity Common and Preferred Stock In November 2021, we completed our IPO selling an aggregate of 8,222,500 shares of common stock at $ 14.00 per share, which included 1,072,500 shares that represented the full exercise of an option to purchase additional shares granted to the underwriters in connection with the IPO. The offering resulted in $ 103.3 million of net proceeds to us, after deducting underwriting discounts and commissions and other offering expenses. Upon the closing of our IPO, we filed an amended and restated certificate of incorporation, which authorized us to issue 300,000,000 shares of common stock and 5,000,000 shares of preferred stock, which shares of preferred stock are currently undesignated. Common stockholders are entitled to one vote for each share of common stock held at all meetings of stockholders and written actions in lieu of meetings. Common stockholders are entitled to receive dividends, if and when declared by the Board. No dividends have been declared or paid by us through March 31, 2022. The Company had 28,815,267 common shares outstanding as of March 31, 2022. |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | 11. Equity-Based Compensation Employee Equity Plan Prior to our IPO, we issued warrants to certain employees, board members and advisors (Pre-IPO Plan). Each vested warrant entitled the warrant holder to a single class A ordinary share. Holders of stock warrants were entitled to exercise the vested portion of the stock warrant. Stock warrants generally vest over a three-year period and expire five years from the vest date. In November 2021, our board of directors adopted, and our stockholders approved, the 2021 Equity Incentive Plan (or the “2021 Plan”), which became effective on November 4, 2021. The 2021 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, awards of restricted stock, restricted stock units and other stock-based awards. The number of shares of our common stock reserved for issuance under the 2021 Plan is equal to 2,465,150 , subject to an annual increase, to be added on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2022 and continuing until, and including, the fiscal year ending December 31, 2031, equal to the lesser of (i) 4 % of the number of shares of common stock outstanding on the first day of such fiscal year or (ii) such other amount determined by our board of directors . The 2,396,413 outstanding warrants granted under the Pre-IPO Plan were transferred to the 2021 Equity Plan and no further warrants were available to be issued under the Pre-IPO Plan. As of March 31, 2022 , we had 2,277,377 options available for future grant under the 2021 Equity Plan. The following table summarizes our stock options activity: Number of Weighted- Weighted- Aggregate Outstanding, December 31, 2021 3,071,613 $ 13.12 8.5 $ — Granted 450,078 $ 8.42 Outstanding March 31, 2022 3,521,691 $ 12.52 8.5 $ — Exercisable at March 31, 2022 346,575 $ 13.93 7.1 $ — Equity-Based Compensation All share-based awards granted are measured based on the fair value on the date of the grant and compensation expense is recognized with respect to those awards over the requisite service period, which is generally the vesting period of the respective award. Forfeitures related to equity-based compensation awards are recognized as they occur, and we reverse any previously recognized compensation cost associated with forfeited awards in the period the forfeiture occurs. As of March 31, 2022, there was $ 24.0 million of unrecognized compensation cost related to unvested stock-based compensation arrangements that is expected to be recognized over a weighted average period of 3.5 years. Equity-based compensation expense recorded as research and development and general and administrative expenses is as follows (in thousands): Three Months Ended March 31, 2022 2021 Research and development $ 685 $ 1 General and administrative 935 3 Total equity-based compensation $ 1,620 $ 4 We did no t recognize any tax benefits for stock-based compensation during the three months ended March 31, 2022 and 2021. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes We are subject to taxes for earnings generated in multiple jurisdictions, both inside and outside of the United States and our tax expense is primarily affected by unrecognized tax benefits in Denmark. We recorded a provision for income taxes of $ 66,000 and $ 0 during the three months ended March 31, 2022 and 2021. We continue to maintain a full valuation allowance against all of our deferred tax assets in Denmark. We have evaluated the positive and negative evidence involving our ability to realize our deferred tax assets. We have considered our history of cumulative net losses incurred since inception and our lack of any commercial products. We have concluded that it is more likely than not that we will not realize the benefits of our deferred tax assets in Denmark. We reevaluate the positive and negative evidence at each reporting period. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 13. Net Loss Per Share Basic and diluted net loss per common share is calculated as follows (in thousands except share and per share amounts): Three Months Ended 2022 2021 Net loss $ ( 17,204 ) $ ( 3,748 ) Cumulative dividends on class B and C preference shares — ( 1,839 ) Net loss attributable to common shareholders $ ( 17,204 ) $ ( 5,587 ) Net loss per common share, basic and diluted $ ( 0.60 ) $ ( 31.53 ) Weighted-average number of shares used in computing net loss per common share, basic and diluted 28,815,267 177,200 The following outstanding potentially dilutive securities have been excluded from the calculation of diluted net loss per common share, as their effect is anti-dilutive: Three Months Ended 2022 2021 Convertible preference shares — 1,122,671 Stock options to purchase common stock 3,521,691 — Stock warrants to purchase class A ordinary shares — 89,935 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events We have evaluated subsequent events through the date on which the consolidated financial statements were issued. The Company has concluded that no subsequent events have occurred that require disclosure to the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Unaudited Financial Information | Unaudited Financial Information The Company’s condensed financial statements included herein have been prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP, and pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC. In the Company’s opinion, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the financial position and results of operations for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. |
Leases | Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016 02, “Leases” (“ASC 842”) to enhance the transparency and comparability of financial reporting related to leasing arrangements. Under this new lease standard, most leases are required to be recognized on the balance sheet as right-of-use assets and lease liabilities. Disclosure requirements have been enhanced with the objective of enabling financial statement users to assess the amount, timing, and uncertainty of cash flows arising from leases. Prior to January 1, 2019, GAAP did not require lessees to recognize assets and liabilities related to operating leases on the balance sheet. The new standard establishes a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and corresponding lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement as well as the reduction of the right of use asset. The Company has adopted the standard effective January 1, 2022 and has chosen to use the effective date as our date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods prior to January 1, 2022. The new standard provides a number of optional practical expedients in transition. The Company has elected to apply the ‘package of practical expedients’ which allow us to not reassess (i) whether existing or expired arrangements contain a lease, (ii) the lease classification of existing or expired leases, or (iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. The Company has also elected to apply (i) the practical expedient which allows us to not separate lease and non-lease components, for new leases entered into after adoption and (ii) the short-term lease exemption for all leases with an original term of less than 12 months, for purposes of applying the recognition and measurements requirements in the new standard. For the impact to the Company’s consolidated financial statement upon adoption of the new leasing standard, see Note 7 to our unaudited consolidated financial statements. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on specific facts and circumstances, the existence of an identified asset(s), if any, and the Company’s control over the use of the identified asset(s), if applicable. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of future lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company will utilize the incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. As of the ASC 842 effective date, the Company’s incremental borrowing rate is approximately 6.5 % based on the remaining lease term of the applicable leases. The Company has elected to combine lease and non-lease components as a single component. Operating leases are recognized on the balance sheet as ROU lease assets, lease liabilities current and lease liabilities non-current. Fixed rents are included in the calculation of the lease balances while variable costs paid for certain operating and pass-through costs are excluded. Lease expense is recognized over the expected term on a straight-line basis. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments . ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets. In April 2019, the FASB issued clarification to ASU 2016-13 within ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging , and Topic 825, Financial Instruments , or ASU 2016-13. The guidance is effective for fiscal years beginning after December 15, 2022. We are currently assessing the potential impact of adopting ASU 2016-13 on our financial statements and financial statement disclosures. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes , or ASU 2019-12. ASU 2019-12 eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. This guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. We are currently assessing the impact adoption of ASU 2019-12 will have on our financial statements and disclosures. In August 2020, the FASB issued 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 an Entity’s Own Equity . ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (i) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (ii) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for us beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently assessing the impact adoption of ASU 2020-06 will have on our financial statements and disclosures. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about our financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): March 31, 2022 Total Level 1 Level 2 Level 3 Assets 0 Money market funds(1) $ 99,576 $ 99,576 $ — $ — Total assets measured at fair value $ 99,576 $ 99,576 $ — $ — December 31, 2021 Total Level 1 Level 2 Level 3 Assets Money market funds(1) $ 101,561 $ 101,561 $ — $ — Total assets measured at fair value $ 101,561 $ 101,561 $ — $ — (1) Money market funds with maturities of 90 days or less at the date of purchase are included within cash and cash equivalents in the accompanying consolidated balance sheets and are recognized at fair value. |
Roll-forward of Fair Value of Preference Shares Tranche Obligations for Which Fair Value Determined by Level 3 Inputs | The following table presents a roll-forward of the fair value of the preference shares tranche obligations for which fair value is determined by Level 3 inputs (in thousands): Preference Balance, December 31, 2020 $ — Addition on issuance of class C preference shares 2,425 Currency exchange ( 70 ) Balance, March 31, 2021 $ 2,355 Fair value adjustments 26,830 Currency exchange ( 909 ) Settlement of preference shares tranche obligation through issuance of preference shares ( 28,276 ) Balance, December 31, 2021 $ — |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, Prepaid contract research and development costs $ 6,023 $ 4,770 Insurance 2,251 3,197 Research and development tax credit receivable 1,639 841 Value-added tax refund receivable 1,150 1,250 Other 281 149 Total prepaid expenses and other current assets $ 11,344 $ 10,207 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): March 31, December 31, Accrued contract research and development costs $ 1,142 $ 3,861 Professional fees 1,353 1,028 Employee compensation costs 621 1,027 Other liabilities 882 461 Total accrued expenses and other current liabilities $ 3,998 $ 6,377 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Quantitative Information Regarding Leases | Quantitative information regarding the Company’s leases for the three months ended March 31, 2022 is as follows (in thousands): Three Months Ended Lease Cost March 31, 2022 Operating lease cost $ 174 Other Information Operating cash flows paid for amounts included in the measurement of lease liabilities $ 97 Operating lease liabilities arising from obtaining right‑of‑use assets $ 2,411 Weighted average remaining lease term (years) 2.8 - 5.2 Weighted average discount rate 6.5 % |
Schedule of Future Lease Payments under Noncancelable Leases | Future lease payments under noncancelable leases are as follows at March 31, 2022 (in thousands): Future Lease Payments Amount 2022 $ 349 2023 602 2024 619 2025 547 2026 553 Thereafter 150 Total $ 2,820 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Options Activity | The following table summarizes our stock options activity: Number of Weighted- Weighted- Aggregate Outstanding, December 31, 2021 3,071,613 $ 13.12 8.5 $ — Granted 450,078 $ 8.42 Outstanding March 31, 2022 3,521,691 $ 12.52 8.5 $ — Exercisable at March 31, 2022 346,575 $ 13.93 7.1 $ — |
Schedule of Equity-based Compensation Expense | Equity-based compensation expense recorded as research and development and general and administrative expenses is as follows (in thousands): Three Months Ended March 31, 2022 2021 Research and development $ 685 $ 1 General and administrative 935 3 Total equity-based compensation $ 1,620 $ 4 |
Net Loss Per Share (Table)
Net Loss Per Share (Table) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted net loss per common share is calculated as follows (in thousands except share and per share amounts): Three Months Ended 2022 2021 Net loss $ ( 17,204 ) $ ( 3,748 ) Cumulative dividends on class B and C preference shares — ( 1,839 ) Net loss attributable to common shareholders $ ( 17,204 ) $ ( 5,587 ) Net loss per common share, basic and diluted $ ( 0.60 ) $ ( 31.53 ) Weighted-average number of shares used in computing net loss per common share, basic and diluted 28,815,267 177,200 |
Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss per Share | The following outstanding potentially dilutive securities have been excluded from the calculation of diluted net loss per common share, as their effect is anti-dilutive: Three Months Ended 2022 2021 Convertible preference shares — 1,122,671 Stock options to purchase common stock 3,521,691 — Stock warrants to purchase class A ordinary shares — 89,935 |
Description of Business, Orga_2
Description of Business, Organization and Liquidity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Nov. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Description Of Business Organization And Liquidity [Line Items] | ||||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Accumulated deficit | $ (123,485) | $ (106,281) | ||
Net losses | (17,204) | $ (3,748) | (67,900) | |
Cash and cash equivalents | $ 187,904 | $ 63,222 | $ 211,531 | |
Class A Ordinary Shares | ||||
Description Of Business Organization And Liquidity [Line Items] | ||||
Common stock, par value | $ 0.16 | |||
Common stock conversion basis | one for one | |||
Class B Preference Shares | ||||
Description Of Business Organization And Liquidity [Line Items] | ||||
Common stock, par value | $ 0.001 | |||
Common stock conversion basis | one for one | |||
Class C Preference Shares | ||||
Description Of Business Organization And Liquidity [Line Items] | ||||
Common stock, par value | $ 0.001 | |||
Common stock conversion basis | one for one |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Accounting Policies [Abstract] | |
Operating lease incremental borrowing rate on remaining lease | $ 6.5 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Total assets measured at fair value | $ 99,576 | $ 101,561 |
Money Market Funds | ||
Assets | ||
Total assets measured at fair value | 99,576 | 101,561 |
Level 1 | ||
Assets | ||
Total assets measured at fair value | 99,576 | 101,561 |
Level 1 | Money Market Funds | ||
Assets | ||
Total assets measured at fair value | $ 99,576 | $ 101,561 |
Fair Value Measurements - Roll-
Fair Value Measurements - Roll-forward of Fair Value of Preference Shares Tranche Obligations for Which Fair Value Determined by Level 3 Inputs (Details) - Level 3 - Preference Shares Tranche Obligations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Beginning balance | $ 2,355 | |
Addition on issuance of class C preference shares | $ 2,425 | |
Fair value adjustments | 26,830 | |
Currency exchange | (70) | (909) |
Settlement of preference shares tranche obligation through issuance of preference shares | $ (28,276) | |
Ending balance | $ 2,355 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Transfers from Level 1 to Level 2 | $ 0 | $ 0 |
Transfers from Level 2 to Level 1 | 0 | 0 |
Transfers into Level 3 | 0 | 0 |
Transfers out of Level 3 | $ 0 | $ 0 |
Class C Convertible Preference Stock | Expected Stock Price Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Preference stock measurement input | 0.737 | |
Class C Convertible Preference Stock | Remaining Term | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Remaining term | 3 months 18 days | |
Class C Convertible Preference Stock | Risk-Free Interest Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Preference stock measurement input | 0.05 | |
Class C Convertible Preference Stock | Expectation of Dividends | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Preference stock measurement input | 0 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid contract research and development costs | $ 6,023 | $ 4,770 |
Insurance | 2,251 | 3,197 |
Research and development tax credit receivable | 1,639 | 841 |
Value-added tax refund receivable | 1,150 | 1,250 |
Other | 281 | 149 |
Total prepaid expenses and other current assets | $ 11,344 | $ 10,207 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued contract research and development costs | $ 1,142 | $ 3,861 |
Professional fees | 1,353 | 1,028 |
Employee compensation costs | 621 | 1,027 |
Other liabilities | 882 | 461 |
Total accrued expenses and other current liabilities | $ 3,998 | $ 6,377 |
Leases - Additional Information
Leases - Additional Information (Details) | 3 Months Ended | ||
Mar. 31, 2022USD ($)Lease | Mar. 31, 2021USD ($) | Jan. 31, 2022USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Rent expense | $ 219,000 | $ 59,000 | |
Number of operating leases | Lease | 3 | ||
Right of use lease asset | $ 2,248,000 | $ 2,300,000 | |
Lease liability | 2,400,000 | ||
Operating lease liability, current | 300,000 | ||
Operating lease, liability, non-current | 2,000,000 | ||
Deferred rent | $ 59,000 | ||
UK | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease monthly base rent | $ 900 | ||
Office and Laboratory | Denmark | |||
Lessee, Lease, Description [Line Items] | |||
Lease expiration | Dec. 31, 2022 | ||
Number of operating leases | Lease | 1 | ||
Operating lease annual base rent | $ 92,000 | ||
Office and Laboratory | New York, NY | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease annual base rent | 222,000 | ||
Office and Laboratory | Maryland | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease annual base rent | $ 273,000 |
Leases - Schedule of Quantitati
Leases - Schedule of Quantitative information Regarding Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Lessee, Lease, Description [Line Items] | |
Operating lease cost | $ 174 |
Other Information | |
Operating cash flows paid for amounts included in the measurement of lease liabilities | 97 |
Operating lease liabilities arising from obtaining right-of-use assets | $ 2,411 |
Weighted average discount rate | 6.50% |
Minimum | |
Other Information | |
Weighted average remaining lease term (years) | 2 years 9 months 18 days |
Maximum | |
Other Information | |
Weighted average remaining lease term (years) | 5 years 2 months 12 days |
Leases - Schedule of Future Lea
Leases - Schedule of Future Lease Payments under Noncancelable Leases (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2022 | $ 349 |
2023 | 602 |
2024 | 619 |
2025 | 547 |
2026 | 553 |
Thereafter | 150 |
Total | $ 2,820 |
Convertible Preference Shares -
Convertible Preference Shares - Additional information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Oct. 31, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | ||||||
Preference shares authorized | 5,000,000 | 5,000,000 | ||||
Preference shares issued | 0 | 0 | ||||
Preference shares outstanding | 0 | 0 | ||||
Class C Preference Shares | ||||||
Class Of Stock [Line Items] | ||||||
Convertible preference shares, shares issued | 656,776 | 35,825 | 505,520 | 35,825 | ||
Temporary equity, subscription price per share | $ 121.55 | |||||
Proceeds from issuance of preference shares | $ 84,100,000 | $ 4,200,000 | $ 61,500,000 | |||
Temporary equity, issuance costs | $ 340,000 | |||||
Convertible preference shares, shares authorized | 1,263,804 | |||||
Number of shares issued for adjusted downward | 32,568 | |||||
Class C Preference Shares | Tranche Obligation | ||||||
Class Of Stock [Line Items] | ||||||
Convertible preference shares, shares issued | 689,344 | |||||
Temporary equity, subscription price per share | $ 128.19 | |||||
Proceeds from issuance of preference shares | $ 61,500,000 | |||||
Temporary equity, subscription amount | $ 88,400,000 | |||||
Fair value of preference shares tranche obligation | $ 2,400,000 | |||||
Class B and Class C Preference Shares | ||||||
Class Of Stock [Line Items] | ||||||
Preference shares authorized | 0 | 0 | ||||
Preference shares issued | 0 | 0 | ||||
Preference shares outstanding | 0 | 0 | ||||
Convertible preference share issued upon conversion | 20,415,213 | 20,415,213 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | 1 Months Ended | 3 Months Ended | |
Nov. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)Voteshares | Dec. 31, 2021shares | |
Subsidiary, Sale of Stock [Line Items] | |||
Net proceeds from IPO, after deducting underwriting discounts, commissions and offering costs | $ | $ 103,300,000 | ||
Common stock shares authorized | 300,000,000 | 300,000,000 | |
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |
Number of votes per share | Vote | 1 | ||
Common stock shares outstanding | 28,815,267 | 28,815,267 | |
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued | 8,222,500 | ||
Common stock shares sold, price per share | $ / shares | $ 14 | ||
Underwriters | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued | 1,072,500 | ||
Undesignated Preferred Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Preferred stock shares authorized | 5,000,000 | ||
Dividend Declared | |||
Subsidiary, Sale of Stock [Line Items] | |||
Dividends | $ | $ 0 | ||
Dividend Paid | |||
Subsidiary, Sale of Stock [Line Items] | |||
Dividends | $ | $ 0 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) | Nov. 04, 2021 | Nov. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ 24,000,000 | |||
Unrecognized compensation cost, recognition period | 3 years 6 months | |||
Number of Options, Granted | 450,078 | |||
Tax benefits for stock-based compensation | $ 0 | $ 0 | ||
Pre IPO Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of warrants available for future grant | 0 | |||
Employee Equity Plan | Stock Warrants | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Expiration period from vest date | 5 years | |||
2021 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of warrants available for future grant | 2,277,377 | |||
Common stock reserved for issuance | 2,465,150 | |||
Maximum percentage of shares that may be issued under the plan as a proportion of outstanding capital stock | 4.00% | |||
2021 Equity Incentive Plan | Pre IPO Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options, Granted | 2,396,413 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Stock Options Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Options, Beginning balance | 3,071,613 | |
Number of Options, Granted | 450,078 | |
Number of Options, Ending balance | 3,521,691 | 3,071,613 |
Number of Options, Exercisable | 346,575 | |
Weighted-average exercise price per share, Beginning balance | $ 13.12 | |
Weighted-average exercise price per share, Granted | 8.42 | |
Weighted-average exercise price per share, Ending balance | 12.52 | $ 13.12 |
Weighted-average exercise price per share, Exercisable | $ 13.93 | |
Weighted-average remaining contractual term (in years), Outstanding | 8 years 6 months | 8 years 6 months |
Weighted-average remaining contractual term (in years), Exercisable | 7 years 1 month 6 days |
Equity-Based Compensation - S_2
Equity-Based Compensation - Schedule of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total equity-based compensation | $ 1,620 | $ 4 |
Research and Development Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total equity-based compensation | 685 | 1 |
General and Administrative Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total equity-based compensation | $ 935 | $ 3 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 66,000 | $ 0 |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Net Loss Per Ordinary Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (17,204) | $ (3,748) | $ (67,900) |
Cumulative dividends on class B and C preference shares | (1,839) | ||
Net loss attributable to common shareholders | $ (17,204) | $ (5,587) | |
Net loss per common share, basic and diluted | $ (0.60) | $ (31.53) | |
Weighted-average number of shares used in computing net loss per common share, basic and diluted | 28,815,267 | 177,200 |
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 | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Convertible Preference Shares | ||
Earnings Per Share Basic [Line Items] | ||
Outstanding potentially dilutive securities | 1,122,671 | |
Stock options to purchase common stock | ||
Earnings Per Share Basic [Line Items] | ||
Outstanding potentially dilutive securities | 3,521,691 | |
Stock warrants to purchase class A ordinary shares | ||
Earnings Per Share Basic [Line Items] | ||
Outstanding potentially dilutive securities | 89,935 |