Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 07, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
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 $0.001 per share | |
Trading Symbol(s) | IOBT | |
Name of each exchange on which registered | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Bankruptcy Proceedings, Reporting Current | true | |
Entity Common Stock, Shares Outstanding | 65,880,914 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 110,095 | $ 142,590 |
Prepaid expenses and other current assets | 2,941 | 5,629 |
Total current assets | 113,036 | 148,219 |
Restricted cash | 268 | 268 |
Property and equipment, net | 826 | 741 |
Right of use lease asset | 2,534 | 2,493 |
Other non-current assets | 891 | 84 |
Total non-current assets | 4,519 | 3,586 |
Total assets | 117,555 | 151,805 |
Current liabilities | ||
Accounts payable | 4,464 | 4,004 |
Lease liability - current | 613 | 515 |
Accrued expenses and other current liabilities | 5,799 | 6,157 |
Total current liabilities | 10,876 | 10,676 |
Lease liability - noncurrent | 2,159 | 2,275 |
Total non-current liabilities | 2,159 | 2,275 |
Total liabilities | 13,035 | 12,951 |
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 June 30, 2023 and December 31, 2022 | ||
Common stock, par value of $0.001 per share; 300,000,000 shares authorized, 28,815,267 shares issued and outstanding as of June 30, 2023 and December 31, 2022 | 29 | 29 |
Additional paid-in capital | 330,217 | 326,705 |
Accumulated deficit | (215,961) | (177,739) |
Accumulated other comprehensive loss | (9,765) | (10,141) |
Total stockholders' equity | 104,520 | 138,854 |
Total liabilities and stockholders' equity | $ 117,555 | $ 151,805 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
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 ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating expenses | ||||
Research and development | $ 16,504 | $ 12,226 | $ 28,404 | $ 22,531 |
General and administrative | 5,348 | 5,935 | 11,372 | 12,639 |
Total operating expenses | 21,852 | 18,161 | 39,776 | 35,170 |
Loss from operations | (21,852) | (18,161) | (39,776) | (35,170) |
Other income (expense) | ||||
Currency exchange gain (loss), net | 10 | (286) | 268 | (305) |
Interest income | 1,196 | 158 | 2,224 | 173 |
Interest expense | (102) | (226) | ||
Total other income (expense), net | 1,206 | (230) | 2,492 | (358) |
Loss before income tax expense | (20,646) | (18,391) | (37,284) | (35,528) |
Income tax expense | 532 | 104 | 938 | 171 |
Net loss | (21,178) | (18,495) | (38,222) | (35,699) |
Net loss attributable to common shareholders | $ (21,178) | $ (18,495) | $ (38,222) | $ (35,699) |
Net loss per common share, basic | $ (0.74) | $ (0.64) | $ (1.33) | $ (1.24) |
Net loss per common share, diluted | $ (0.74) | $ (0.64) | $ (1.33) | $ (1.24) |
Weighted-average number of shares used in computing net loss per common share, basic | 28,815,267 | 28,815,267 | 28,815,267 | 28,815,267 |
Weighted-average number of shares used in computing net loss per common share, diluted | 28,815,267 | 28,815,267 | 28,815,267 | 28,815,267 |
Other comprehensive (loss) income | ||||
Net loss | $ (21,178) | $ (18,495) | $ (38,222) | $ (35,699) |
Foreign currency translation | (141) | (4,379) | 376 | (7,026) |
Total comprehensive loss | $ (21,319) | $ (22,874) | $ (37,846) | $ (42,725) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Balance at Dec. 31, 2021 | $ 211,924 | $ 29 | $ 319,665 | $ (1,489) | $ (106,281) |
Balance, shares at Dec. 31, 2021 | 28,815,267 | ||||
Equity-based compensation | 2,978 | 2,978 | |||
Foreign currency translation | (7,026) | (7,026) | |||
Net loss | (35,699) | (35,699) | |||
Balance at Jun. 30, 2022 | 172,177 | $ 29 | 322,643 | (8,515) | (141,980) |
Balance, shares at Jun. 30, 2022 | 28,815,267 | ||||
Balance at Dec. 31, 2021 | 211,924 | $ 29 | 319,665 | (1,489) | (106,281) |
Balance, shares at Dec. 31, 2021 | 28,815,267 | ||||
Net loss | (71,500) | ||||
Balance at Dec. 31, 2022 | 138,854 | $ 29 | 326,705 | (10,141) | (177,739) |
Balance, shares at Dec. 31, 2022 | 28,815,267 | ||||
Equity-based compensation | 3,512 | 3,512 | |||
Foreign currency translation | 376 | 376 | |||
Net loss | (38,222) | (38,222) | |||
Balance at Jun. 30, 2023 | $ 104,520 | $ 29 | $ 330,217 | $ (9,765) | $ (215,961) |
Balance, shares at Jun. 30, 2023 | 28,815,267 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (38,222) | $ (35,699) |
Adjustment to reconcile net loss to net cash used in operating activities | ||
Depreciation | 102 | 19 |
Equity-based compensation | 3,512 | 2,978 |
Amortization of right of use lease asset | 259 | 212 |
Foreign currency (gain) loss | (268) | 305 |
Changes in operating assets and liabilities | ||
Prepaid expenses and other current assets | 2,689 | 1,368 |
Other non-current assets | (806) | (782) |
Accounts payable | 460 | 613 |
Lease liability | (319) | (20) |
Accrued expenses and other current liabilities | (359) | (2,849) |
Net cash used in operating activities | (32,952) | (33,855) |
Cash flows from investing activities | ||
Purchase of property and equipment | (187) | (223) |
Net cash used in investing activities | (187) | (223) |
Cash flows from financing activities | ||
Net decrease in cash, cash equivalents and restricted cash | (33,139) | (34,078) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 644 | (7,331) |
Cash, cash equivalents and restricted cash, beginning of period | 142,858 | 211,799 |
Cash, cash equivalents and restricted cash, end of period | 110,363 | 170,390 |
Components of cash, cash equivalents, and restricted cash | ||
Cash and cash equivalents | 110,095 | 170,122 |
Restricted cash | 268 | 268 |
Total cash, cash equivalents and restricted cash | $ 110,363 | $ 170,390 |
Description of Business, Organi
Description of Business, Organization and Liquidity | 6 Months Ended |
Jun. 30, 2023 | |
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. We are developing novel, immune-modulating cancer vaccines based on our T-win technology platform. 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. Corporate Reorganization IO Biotech ApS was incorporated in Denmark in December 2014. 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. Initial Public Offering (IPO) In November 2021, we completed our IPO, selling an aggregate of 8,222,500 shares of common stock at a price to the public of $ 14.00 per share, including 1,072,500 shares of common stock sold pursuant to the underwriters’ exercise of their option to purchase additional shares of common stock. We received net proceeds from the IPO, after deducting underwriting discounts and commissions and other offering costs of approximately $ 103.3 million. Immediately prior to the consummation of the IPO, all outstanding shares of our Class A ordinary shares and Class B and Class C convertible preference shares were converted into 20,592,413 shares of common stock. Upon the closing of the IPO on November 9, 2021, a total of 28,815,267 shares of common stock were issued and outstanding. Our common stock began trading on the Nasdaq Global Market on November 5, 2021 under the symbol “IOBT.” On November 9, 2021, we amended and restated the certificate of incorporation of IO Biotech, Inc. to authorize the issuance of 300,000,000 shares of common stock and 5,000,000 shares of preferred stock. The shares of preferred stock are currently undesignated. At-The-Market Equity Program On February 15, 2023, we filed a new prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”) with respect to the offer and sale of shares of our common stock, par value $ 0.001 per share, with an aggregate offering price of up to $ 19,500,000 , establishing an at-the-market equity program. On February 15, 2023, we also entered into a Sales Agreement by and between the Company and Cowen and Company, LLC for shares with an aggregate offering price of up to $ 75,000,000 through which we may, from time to time, sell shares to Cowen and Company, LLC. Any shares offered and sold through the at-the-market equity program will be issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-269569), which was declared effective on February 10, 2023, the prospectus supplement related to the offering that forms a part of the registration statement, and any applicable prospectus supplements that may form a part of the registration statement in the future. The aggregate market value of shares eligible for sale under the prospectus supplement and under the Sales Agreement will be subject to the limitations of General Instruction I.B.6 of Form S-3, to the extent required under such instruction. No shares were sold to Cowen and Company, LLC under the Company's Registration Statement on Form S-3 during the period ended June 30, 2023. 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 and Going Concern Basis of Accounting Since inception, we have devoted substantially all of 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 our IPO. In addition, on August 7, 2023, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which we raised an additional $75.1 million in gross proceeds through a private placement transaction (the “Private Placement”), before deducting offering expenses. The offering closed on August 9, 2023. Our continued discovery and development of 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 June 30, 2023, we had an accumulated deficit of $ 216.0 million. We have incurred losses and negative cash flows from operations since inception, including net losses of $ 38.2 million and $ 71.5 million for the six months ended June 30, 2023 and the year ended December 31, 2022, 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 $ 110.1 million as of June 30, 2023 and the gross proceeds of $75.1 million from the Private Placement will be sufficient to fund our operating expenses and capital requirements for at least 12 months from the date the financial statements are issued. On this basis, the condensed consolidated financial statements are prepared on a going concern basis of accounting. 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 acceptable terms, or 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 Although the World Health Organization has declared that COVID-19 no longer represents a global health emergency, the actual and perceived impact of COVID-19 and any 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 | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies There have been no changes to the significant accounting policies disclosed in Note 2 to the Company’s annual financial statements for the years ended December 31, 2022 and 2021 included in its Annual Report on Form 10-K filed with the SEC, other than those described below. Unaudited Financial Information The accompanying unaudited interim condensed consolidated financial statements included herein have been prepared in conformity with generally accepted accounting principles in the United States of America ("U.S. GAAP"), and pursuant to the rules and regulations of the SEC. In the Company’s opinion, the information furnished herein reflects all adjustments, all of which are of a normal and recurring nature and 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. Unaudited interim financial statements and footnotes should be read in conjunction with the audited financial statements and footnotes included in the Company’s Annual Report filed on Form 10-K for the fiscal year ended December 31, 2022 . Recently Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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. The Company has adopted the standard effective January 1, 2023 . The adoption of the standard has no t had a material impact on our financial statements or financial statement disclosures. Recently Issued Accounting Standards 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 U.S. 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. Other than the items noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, to our unaudited interim condensed consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
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): June 30, 2023 Total Level 1 Level 2 Level 3 Assets Money market funds (1) $ 81,704 $ 81,704 $ — $ — Total assets measured at fair value $ 81,704 $ 81,704 $ — $ — December 31, 2022 Total Level 1 Level 2 Level 3 Assets Money market funds (1) $ 87,971 $ 87,971 $ — $ — Total assets measured at fair value $ 87,971 $ 87,971 $ — $ — (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 condensed consolidated balance sheets and are recognized at fair value. As of June 30, 2023 and December 31, 2022, the Company only held Level 1 financial instruments, respectively. There were no transfers among Level 1, Level 2 or Level 3 categories in the six months ended June 30, 2 0 23 and the year ended December 31, 2 0 22 . |
License and Collaboration Agree
License and Collaboration Agreements | 6 Months Ended |
Jun. 30, 2023 | |
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 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. In November 2022, we entered into a clinical collaboration with MSD to evaluate IO102-IO103 in combination with KEYTRUDA® as a neo-adjuvant/adjuvant therapy for patients with metastatic melanoma and SCCHN. 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 | 6 Months Ended |
Jun. 30, 2023 | |
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): June 30, December 31, Prepaid contract research and development costs $ 232 $ 1,695 Insurance 697 1,716 Research and development tax credit receivable 800 792 Value-added tax refund receivable 398 741 Other 814 685 Total prepaid expenses and other current assets $ 2,941 $ 5,629 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net consist of the following (in thousands): June 30, December 31, Laboratory equipment $ 711 $ 544 Computer hardware 96 79 Office furniture 236 233 Less: accumulated depreciation ( 217 ) ( 115 ) Total property and equipment, net $ 826 $ 741 For the three months ended June 30, 2023 and 2022, the Company recognized $ 0.1 million and $ 0.0 million , respectively, of depreciation expense in the condensed consolidated statements of operations. For the six months ended June 30, 2023 and 2022, the Company recognized $ 0.1 million and $ 0.02 million , respectively, of depreciation expense in the condensed consolidated statements of operations. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 7. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): June 30, December 31, Accrued contract research and development costs $ 2,296 $ 1,936 Professional fees 643 407 Employee compensation costs 1,894 1,863 Other liabilities 966 1,951 Total accrued expenses and other current liabilities $ 5,799 $ 6,157 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | 8. Leases On January 1, 2022, the Company adopted Accounting Standards Codification (“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. The Company had an immaterial cumulative-effect adjustment to the opening balance of accumulated deficit as of January 1, 2022. As of June 30, 2023 , the Company is party to five operating leases for laboratory and office space. The Company’s finance leases are immaterial both individually and in the aggregate. The Company elected to apply the short-term lease exception to all leases of one year or less. 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 on January 1, 2022, 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 $ 0.1 million. In the condensed consolidated balance sheet as of June 30, 2023, the Company has an ROU asset balance of $ 2.5 million and a current and non-current lease liability of $ 0.6 million and $ 2.2 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 and laboratory space leased in New York, NY, Rockville, MD and Copenhagen, Denmark. The Company is party to an operating lease in Copenhagen, Denmark for office space that commenced in March 2021 with the initial term set to expire in January 2025. Base rent for this initial lease was approximately $ 0.1 million annually. The Company amended its operating lease in Copenhagen, Denmark on September 1, 2022 with a new term set to expire in December 2027. The base rent for the amended lease is approximately $ 0.2 million annually. The Company is also party to an operating lease in Copenhagen, Denmark for laboratory space that commenced in January 2023 with the term set to expire in December 2027. The base rent for the lease is approximately $ 0.04 million annually. The Company is party to an operating lease in New York, New York for office space that commenced in October 2021 with the initial term set to expire in January 2027. Base rent for this lease is approximately $ 0.2 million annually. The Company is party to an operating lease in Rockville, Maryland for office and laboratory space that commenced in December 2021 with the initial term set to expire in May 2027. Base rent for this lease is approximately $ 0.3 million annually. The Company is party to an immaterial operating lease in Newport, United Kingdom that commenced in June 2023. Rent expense for the three months ended June 30, 2023 and 2022 was $ 0.2 million and $ 0.2 million , respectively. Rent expense for the six months ended June 30, 2023 and 2022 was $ 0.4 million and $ 0.3 million , respectively. Quantitative information regarding the Company’s leases for the six months ended June 30, 2023 and 2022 is as follows (in thousands): Six Months Ended Six Months Ended Lease Cost June 30, 2023 June 30, 2022 Operating lease cost $ 351 $ 348 Operating cash flows paid for amounts included in the measurement of lease liabilities $ 353 $ 192 Operating lease liabilities arising from obtaining right‑of‑use assets $ 235 $ 2,411 Remaining lease term (years) 3.95 2.6 - 4.9 Weighted average discount rate 6.3 % 6.5 % Future lease payments (undiscounted) under noncancelable leases are as follows at June 30, 2023 (in thousands): Future Lease Payments Amount Remainder of 2023 $ 378 2024 789 2025 788 2026 794 2027 399 Thereafter — Total $ 3,148 The Company’s leases do not provide an implicit rate. Therefore, 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 used the incremental borrowing rate on January 1, 2022 for operating leases that commenced prior to that date, 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. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Legal Proceedings From time to time, we may be party to litigation arising in the ordinary course of business. We were not subject to any material legal proceedings during the six months ended June 30, 2023 and the year ended December 31, 2022, and, to our knowledge, no material legal proceedings are currently pending or threatened. Contractual Obligations and Commitments We enter into contracts in the ordinary course of business with third-party service providers for clinical trials, preclinical research studies and testing, manufacturing and other services and products for operating purposes. These contracts generally provide for termination upon notice of 30 to 90 days , and therefore, we believe that our non-cancelable obligations under these agreements are not material and we cannot reasonably estimate whether they will occur. However, in the event of a termination of any contracts with CROs or other institutions and with respect to active patients enrolled in our clinical trials, we may be financially obligated for a period beyond the contractual termination notice periods. We may also enter into additional research, manufacturing, supplier, lease and other agreements in the future, which may require up-front payments and even long-term commitments of cash. 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. The Company, as permitted under Delaware law and in accordance with its amended and restated certificate of incorporation and amended and restated bylaws and pursuant to indemnification agreements with certain of its officers and directors, indemnifies its officers and directors for certain events or occurrences, subject to certain limits, which the officer or director is or was serving at the Company’s request in such capacity. At the 2023 Annual Meeting of Stockholders, the Company’s stockholders approved an amendment to, and the Company subsequently amended, its amended and restated certificate of incorporation to extend the indemnification of officers pursuant to recent amendments to the General Corporation Law of the State of Delaware. From time to time, we may receive indemnification claims under existing 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. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Class of Stock Disclosures [Abstract] | |
Stockholders' Equity | 10. Stockholders' Equity Common and Preferred Stock Upon the closing of our IPO in November 2021, 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. The 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 Company's board of directors (Board). No dividends have been declared or paid by us through June 30, 2023. As of June 30, 2023 and December 31, 2022, the Company had 28,815,267 common shares outstanding, respectively. |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | 11. Equity-Based Compensation 2021 Equity Incentive Plan In November 2021, our Board adopted, and our stockholders approved, the 2021 Equity Incentive Plan (“2021 Equity Plan”), which became effective on November 4, 2021. The 2021 Equity Plan provides for the grant of incentive stock options, non-statutory 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 Equity 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 . As of June 30, 2023, we had 768,944 shares available for future grant under the 2021 Equity Plan. The following table summarizes our stock options activity for the six months ended June 30, 2023: Number of Weighted- Weighted- Aggregate Outstanding, January 1, 2023 3,920,172 $ 10.77 8.1 $ — Granted 1,996,365 $ 2.07 — $ — Cancelled or forfeited ( 446,268 ) $ 7.50 — $ — Outstanding, June 30, 2023 5,470,269 $ 7.87 8.6 $ — Exercisable, June 30, 2023 1,528,972 $ 12.02 7.3 $ — 2021 Employee Stock Purchase Plan In November 2021, our Board adopted and our stockholders approved the 2021 Employee Stock Purchase Plan (2021 ESPP), which became effective on November 4, 2021. The number of shares of our common stock reserved for issuance under the 2021 ESPP is equal to 257,272 , subject to an annual increase, to be added on the first day of each fiscal year, beginning January 1, 2023, equal to the lesser of (1) 1 % of the number of shares of common stock outstanding on the first day of such fiscal year; (2) 257,272 shares of our common stock; or (3) such other amount as determined by our Board. As of June 30, 2023, the Board had not yet approved any offering under the 2021 ESPP. 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. For the three months ended June 30, 2023 and 2022, we recorded equity-based compensation expense of $ 1.6 million and $ 1.4 million, respectively, related to the issuance of stock options. For the six months ended June 30, 2023 and 2022, we recorded equity-based compensation expense of $ 3.5 million and $ 3.0 million, respectively, related to the issuance of stock options. As of June 30, 2023, there was $ 15.1 million of unrecognized compensation cost related to unvested stock-based compensation arrangements that is expected to be recognized over a weighted average period of 2.8 years. The fair values of the options granted during the period ended June 30, 2023 were estimated based on the Black-Scholes model, using the following assumptions: June 30, Expected volatility 89.8 % - 102.2 % Risk-free interest rate 3.5 % - 4.0 % Expected term (in years) 6.1 Expected dividend yield 0 % Equity-based compensation expense recorded as research and development and general and administrative expenses is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Research and development $ 886 $ 538 $ 1,590 $ 1,223 General and administrative 738 820 1,922 1,755 Total equity-based compensation $ 1,624 $ 1,358 $ 3,512 $ 2,978 We did no t recognize any tax benefits for stock-based compensation during the three and six months ended June 30, 2023 and 2022. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
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 $ 0.5 million and $ 0.1 million during the three months ended June 30, 2023 and 2022, respectively. We recorded a provision for income taxes of $ 0.9 million and $ 0.2 million during the six months ended June 30, 2023 and 2022, respectively. We continue to maintain a full valuation allowance against all of our deferred tax assets in IO Biotech ApS, IO Bio US, Inc., a wholly-owned subsidiary of IO Biotech ApS which was incorporated in Delaware in May 2021, and IO Biotech, Inc. 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 IO Biotech ApS, IO Bio US, Inc. and IO Biotech, Inc. We reevaluate the positive and negative evidence at each reporting period. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2023 | |
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 Six Months Ended 2023 2022 2023 2022 Net loss $ ( 21,178 ) $ ( 18,495 ) $ ( 38,222 ) $ ( 35,699 ) Net loss attributable to common shareholders $ ( 21,178 ) $ ( 18,495 ) $ ( 38,222 ) $ ( 35,699 ) Net loss per common share, basic and diluted $ ( 0.74 ) $ ( 0.64 ) $ ( 1.33 ) $ ( 1.24 ) Weighted-average number of shares used in computing net loss per common share, basic and diluted 28,815,267 28,815,267 28,815,267 28,815,267 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 Six Months Ended 2023 2022 2023 2022 Stock options to purchase common stock 5,470,269 3,431,258 5,470,269 3,431,258 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events On August 7, 2023, the Company entered into the Purchase Agreement, pursuant to which the Company agreed to sell and issue (i) 37,065,647 shares of the Company’s common stock (“Common Stock”), and (ii) 37,065,647 warrants to purchase up to 37,065,647 shares of Common Stock (the “Warrants”) in the Private Placement. Each Purchaser’s Warrant is exercisable for a number of shares of Common Stock equal to one hundred percent of the aggregate number of shares of Common Stock purchased by such Purchaser. The purchase price per share of Common Stock and Warrant is $2.025 per share (the “Purchase Price”). The Warrants will be immediately exercisable upon issuance at an exercise price of $2.47 per share, subject to adjustment as set forth therein. The Warrants will be exercisable until the earlier of (i) February 9, 2027, and (ii) one day prior to the closing of an acquisition, as defined within the Form of Common Stock Purchase Warrant agreement. The Warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares underlying the Warrants. In connection with the execution of the Purchase Agreement, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers. Under the terms of the Registration Rights Agreement, the Company has agreed to prepare and file, by September 8, 2023 (the “Filing Deadline”), one or more registration statements with the SEC to register for resale the Common Stock issued under the Purchase Agreement and the shares of Common Stock issuable upon conversion of the Warrants issued pursuant to the Purchase Agreement (the “Registrable Securities”), and to cause the applicable registration statements to become effective within a specified period after the Filing Deadline. Certain cash penalties will apply to the Company in the event of registration failures, as described in the Registration Rights Agreement. The Private Placement closed on August 9, 2023. The Company received approximately $75.1 million in gross proceeds from the Private Placement, before deducting offering expenses that are expected to amount to approximately $3.0 million. The Company intends to use the net proceeds from the Private Placement for general corporate purposes. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Unaudited Financial Information | Unaudited Financial Information The accompanying unaudited interim condensed consolidated financial statements included herein have been prepared in conformity with generally accepted accounting principles in the United States of America ("U.S. GAAP"), and pursuant to the rules and regulations of the SEC. In the Company’s opinion, the information furnished herein reflects all adjustments, all of which are of a normal and recurring nature and 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. Unaudited interim financial statements and footnotes should be read in conjunction with the audited financial statements and footnotes included in the Company’s Annual Report filed on Form 10-K for the fiscal year ended December 31, 2022 . |
Recently Adopted Accounting Standards and Recently Issued Accounting Standards | Recently Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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. The Company has adopted the standard effective January 1, 2023 . The adoption of the standard has no t had a material impact on our financial statements or financial statement disclosures. Recently Issued Accounting Standards 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 U.S. 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. Other than the items noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, to our unaudited interim condensed consolidated financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets Measured at Fair Value | 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): June 30, 2023 Total Level 1 Level 2 Level 3 Assets Money market funds (1) $ 81,704 $ 81,704 $ — $ — Total assets measured at fair value $ 81,704 $ 81,704 $ — $ — December 31, 2022 Total Level 1 Level 2 Level 3 Assets Money market funds (1) $ 87,971 $ 87,971 $ — $ — Total assets measured at fair value $ 87,971 $ 87,971 $ — $ — (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 condensed consolidated balance sheets and are recognized at fair value. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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): June 30, December 31, Prepaid contract research and development costs $ 232 $ 1,695 Insurance 697 1,716 Research and development tax credit receivable 800 792 Value-added tax refund receivable 398 741 Other 814 685 Total prepaid expenses and other current assets $ 2,941 $ 5,629 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consist of the following (in thousands): June 30, December 31, Laboratory equipment $ 711 $ 544 Computer hardware 96 79 Office furniture 236 233 Less: accumulated depreciation ( 217 ) ( 115 ) Total property and equipment, net $ 826 $ 741 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): June 30, December 31, Accrued contract research and development costs $ 2,296 $ 1,936 Professional fees 643 407 Employee compensation costs 1,894 1,863 Other liabilities 966 1,951 Total accrued expenses and other current liabilities $ 5,799 $ 6,157 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of Quantitative Information Regarding Leases | Quantitative information regarding the Company’s leases for the six months ended June 30, 2023 and 2022 is as follows (in thousands): Six Months Ended Six Months Ended Lease Cost June 30, 2023 June 30, 2022 Operating lease cost $ 351 $ 348 Operating cash flows paid for amounts included in the measurement of lease liabilities $ 353 $ 192 Operating lease liabilities arising from obtaining right‑of‑use assets $ 235 $ 2,411 Remaining lease term (years) 3.95 2.6 - 4.9 Weighted average discount rate 6.3 % 6.5 % |
Schedule of Future Lease Payments (Undiscounted) under Noncancelable Leases | Future lease payments (undiscounted) under noncancelable leases are as follows at June 30, 2023 (in thousands): Future Lease Payments Amount Remainder of 2023 $ 378 2024 789 2025 788 2026 794 2027 399 Thereafter — Total $ 3,148 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options Activity | The following table summarizes our stock options activity for the six months ended June 30, 2023: Number of Weighted- Weighted- Aggregate Outstanding, January 1, 2023 3,920,172 $ 10.77 8.1 $ — Granted 1,996,365 $ 2.07 — $ — Cancelled or forfeited ( 446,268 ) $ 7.50 — $ — Outstanding, June 30, 2023 5,470,269 $ 7.87 8.6 $ — Exercisable, June 30, 2023 1,528,972 $ 12.02 7.3 $ — |
Summary of Assumptions for Estimated Fair Value of Options | The fair values of the options granted during the period ended June 30, 2023 were estimated based on the Black-Scholes model, using the following assumptions: June 30, Expected volatility 89.8 % - 102.2 % Risk-free interest rate 3.5 % - 4.0 % Expected term (in years) 6.1 Expected dividend yield 0 % |
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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 Research and development $ 886 $ 538 $ 1,590 $ 1,223 General and administrative 738 820 1,922 1,755 Total equity-based compensation $ 1,624 $ 1,358 $ 3,512 $ 2,978 |
Net Loss Per Share (Table)
Net Loss Per Share (Table) | 6 Months Ended |
Jun. 30, 2023 | |
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 Six Months Ended 2023 2022 2023 2022 Net loss $ ( 21,178 ) $ ( 18,495 ) $ ( 38,222 ) $ ( 35,699 ) Net loss attributable to common shareholders $ ( 21,178 ) $ ( 18,495 ) $ ( 38,222 ) $ ( 35,699 ) Net loss per common share, basic and diluted $ ( 0.74 ) $ ( 0.64 ) $ ( 1.33 ) $ ( 1.24 ) Weighted-average number of shares used in computing net loss per common share, basic and diluted 28,815,267 28,815,267 28,815,267 28,815,267 |
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 Six Months Ended 2023 2022 2023 2022 Stock options to purchase common stock 5,470,269 3,431,258 5,470,269 3,431,258 |
Description of Business, Orga_2
Description of Business, Organization and Liquidity - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Nov. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Feb. 15, 2023 | Nov. 09, 2021 | |
Description Of Business Organization And Liquidity [Line Items] | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Accumulated deficit | $ (215,961,000) | $ (215,961,000) | $ (177,739,000) | |||||
Net losses | (21,178,000) | $ (18,495,000) | (38,222,000) | $ (35,699,000) | (71,500,000) | |||
Cash and cash equivalents | $ 110,095,000 | $ 170,122,000 | $ 110,095,000 | $ 170,122,000 | $ 142,590,000 | |||
Net proceeds from IPO, after deducting underwriting discounts, commissions and offering costs | $ 103,300,000 | |||||||
Convertible preference share issued upon conversion | 20,592,413 | |||||||
Common stock shares issued | 28,815,267 | 28,815,267 | 28,815,267 | 28,815,267 | ||||
Common stock shares outstanding | 28,815,267 | 28,815,267 | 28,815,267 | 28,815,267 | ||||
Common stock shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | ||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||
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 | |||||||
Undesignated Preferred Stock | ||||||||
Description Of Business Organization And Liquidity [Line Items] | ||||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||
Underwriters | ||||||||
Description Of Business Organization And Liquidity [Line Items] | ||||||||
Shares issued | 1,072,500 | |||||||
IPO | ||||||||
Description Of Business Organization And Liquidity [Line Items] | ||||||||
Shares issued | 8,222,500 | |||||||
Common stock shares sold, price per share | $ 14 | |||||||
At-The-Market Equity Program | ||||||||
Description Of Business Organization And Liquidity [Line Items] | ||||||||
Common stock, par value | $ 0.001 | |||||||
Common stock, maximum aggregate offering price | $ 19,500,000 | |||||||
At-The-Market Equity Program | Sales Agreement | ||||||||
Description Of Business Organization And Liquidity [Line Items] | ||||||||
Shares issued | 0 | |||||||
Common stock, maximum aggregate offering price | $ 75,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Change in accounting principle, accounting standards update, adopted [true false] | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2023 |
Change in accounting principle, accounting standards update, immaterial effect [true false] | true |
Accounting standards update [extensible enumeration] | us-gaap:AccountingStandardsUpdate201613Member |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets Measured at Fair Value (Details) - Recurring - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Total assets measured at fair value | $ 81,704 | $ 87,971 |
Money Market Funds | ||
Assets | ||
Total assets measured at fair value | 81,704 | 87,971 |
Level 1 | ||
Assets | ||
Total assets measured at fair value | 81,704 | 87,971 |
Level 1 | Money Market Funds | ||
Assets | ||
Total assets measured at fair value | $ 81,704 | $ 87,971 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount | $ 0 | $ 0 |
Fair Value, Liabilities, Level 2 to Level 1 Transfers, Amount | 0 | 0 |
Transfers into Level 3 | 0 | 0 |
Transfers out of Level 3 | $ 0 | $ 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 | Jun. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid contract research and development costs | $ 232 | $ 1,695 |
Insurance | 697 | 1,716 |
Research and development tax credit receivable | 800 | 792 |
Value-added tax refund receivable | 398 | 741 |
Other | 814 | 685 |
Total prepaid expenses and other current assets | $ 2,941 | $ 5,629 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 100 | $ 0 | $ 100 | $ 20 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (217) | $ (115) |
Total property and equipment, net | 826 | 741 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 711 | 544 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 96 | 79 |
Office furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 236 | $ 233 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued contract research and development costs | $ 2,296 | $ 1,936 |
Professional fees | 643 | 407 |
Employee compensation costs | 1,894 | 1,863 |
Other liabilities | 966 | 1,951 |
Total accrued expenses and other current liabilities | $ 5,799 | $ 6,157 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) Lease | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Jan. 01, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||
Rent expense | $ 200 | $ 200 | $ 400 | $ 300 | ||
Number of operating leases | Lease | 5 | |||||
Right of use lease asset | 2,534 | $ 2,534 | $ 2,493 | $ 2,300 | ||
Lease liability | 2,400 | |||||
Operating lease liability, current | 613 | 613 | 515 | |||
Operating lease, liability, non-current | $ 2,159 | 2,159 | $ 2,275 | |||
Deferred rent | $ 100 | |||||
Office and Laboratory | Denmark | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease amended base rent | 200 | |||||
Office and Laboratory | New York, NY | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease annual base rent | 200 | |||||
Office and Laboratory | Maryland | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease annual base rent | 300 | |||||
Office | Denmark | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease annual base rent | 100 | |||||
Laboratory | Denmark | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease annual base rent | $ 40 |
Leases - Schedule of Quantitati
Leases - Schedule of Quantitative information Regarding Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | $ 351 | $ 348 |
Operating cash flows paid for amounts included in the measurement of lease liabilities | 353 | 192 |
Operating lease liabilities arising from obtaining right-of-use assets | $ 235 | $ 2,411 |
Remaining lease term (years) | 3 years 11 months 12 days | |
Weighted average discount rate | 6.30% | 6.50% |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term (years) | 4 years 10 months 24 days | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term (years) | 2 years 7 months 6 days |
Leases - Schedule of Future Lea
Leases - Schedule of Future Lease Payments (Undiscounted) under Noncancelable Leases (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |
Remainder of 2023 | $ 378 |
2024 | 789 |
2025 | 788 |
2026 | 794 |
2027 | 399 |
Thereafter | 0 |
Total | $ 3,148 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2023 | |
Minimum | |
Other Commitments [Line Items] | |
Contractual obligations termination notice period | 30 days |
Maximum | |
Other Commitments [Line Items] | |
Contractual obligations termination notice period | 90 days |
Convertible Preference Shares -
Convertible Preference Shares - Additional information (Details) - shares | Jun. 30, 2023 | Dec. 31, 2022 | Nov. 09, 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 | |
Convertible preference share issued upon conversion | 20,592,413 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | 6 Months Ended | ||
Jun. 30, 2023 USD ($) Vote shares | Dec. 31, 2022 shares | Nov. 09, 2021 shares | |
Subsidiary, Sale of Stock [Line Items] | |||
Common stock shares authorized | 300,000,000 | 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 | 28,815,267 |
Undesignated Preferred Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Preferred stock, shares authorized | 5,000,000 | 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 ($) | 3 Months Ended | 6 Months Ended | |||
Nov. 04, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation cost | $ 15,100,000 | $ 15,100,000 | |||
Unrecognized compensation cost, recognition period | 2 years 9 months 18 days | ||||
Tax benefits for stock-based compensation | 0 | $ 0 | $ 0 | $ 0 | |
Equity-based compensation expense | $ 1,624,000 | $ 1,358,000 | $ 3,512,000 | $ 2,978,000 | |
2021 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of warrants available for future grant | 768,944 | 768,944 | |||
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% | ||||
2021 Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock reserved for issuance | 257,272 | ||||
2021 Employee Stock Purchase Plan | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Maximum percentage of shares that may be issued under the plan as a proportion of outstanding capital stock | 1% |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Stock Options Activity (Details) - Warrant - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Warrants, Beginning balance | 3,920,172 | |
Number of Warrants, Granted | 1,996,365 | |
Number of Warrants, Cancelled or forfeited | (446,268) | |
Number of Warrants, Ending balance | 5,470,269 | 3,920,172 |
Number of Warrants, Exercisable | 1,528,972 | |
Weighted-average exercise price per share, Beginning balance | $ 10.77 | |
Weighted-average exercise price per share, Granted | 2.07 | |
Weighted-average exercise price per share, Cancelled or forfeited | 7.5 | |
Weighted-average exercise price per share, Ending balance | 7.87 | $ 10.77 |
Weighted-average exercise price per share, Exercisable | $ 12.02 | |
Weighted-average remaining contractual term (in years), Outstanding | 8 years 7 months 6 days | 8 years 1 month 6 days |
Weighted-average remaining contractual term (in years), Exercisable | 7 years 3 months 18 days |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Assumptions for Estimated Fair Value of Options (Details) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected volatility minimum | 89.80% |
Expected volatility maximum | 102.20% |
Risk-free interest rate minimum | 3.50% |
Risk-free interest rate maximum | 4% |
Expected term (in years) | 6 years 1 month 6 days |
Expected dividend yield | 0% |
Equity-Based Compensation - S_2
Equity-Based Compensation - Schedule of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation | $ 1,624 | $ 1,358 | $ 3,512 | $ 2,978 |
Research and Development Expense | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation | 886 | 538 | 1,590 | 1,223 |
General and Administrative Expense | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation | $ 738 | $ 820 | $ 1,922 | $ 1,755 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 532 | $ 104 | $ 938 | $ 171 |
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 | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |||||
Net loss | $ (21,178) | $ (18,495) | $ (38,222) | $ (35,699) | $ (71,500) |
Net loss attributable to common shareholders | $ (21,178) | $ (18,495) | $ (38,222) | $ (35,699) | |
Net loss per common share, basic | $ (0.74) | $ (0.64) | $ (1.33) | $ (1.24) | |
Net loss per common share, diluted | $ (0.74) | $ (0.64) | $ (1.33) | $ (1.24) | |
Weighted-average number of shares used in computing net loss per common share, basic | 28,815,267 | 28,815,267 | 28,815,267 | 28,815,267 | |
Weighted-average number of shares used in computing net loss per common share, diluted | 28,815,267 | 28,815,267 | 28,815,267 | 28,815,267 |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stock Options to Purchase Common Stock | ||||
Earnings Per Share Basic [Line Items] | ||||
Outstanding potentially dilutive securities | 5,470,269 | 3,431,258 | 5,470,269 | 3,431,258 |