Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 13, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Amendment Flag | false | ||
Document Transition Report | false | ||
Entity Registrant Name | CARGO Therapeutics, Inc. | ||
Document Period End Date | Dec. 31, 2023 | ||
Entity Central Index Key | 0001966494 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity File Number | 001-41859 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-4080422 | ||
Entity Address, Address Line One | 1900 Alameda Las Pulgas | ||
Entity Address, Address Line Two | Suite 350 | ||
Entity Address, City or Town | San Mateo | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94403 | ||
City Area Code | 650 | ||
Local Phone Number | 379-6143 | ||
Title of 12(b) Security | Common stock, par value $0.001 per share | ||
Trading Symbol | CRGX | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
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 Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Documents Incorporated by Reference [Text Block] | DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive proxy statement relating to the 2024 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of the Registrant’s fiscal year ended December 31, 2023, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 39,363,052 | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Location | San Francisco, California | ||
Auditor Firm ID | 34 |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 405,732 | $ 1,872 |
Prepaid expenses and other current assets | 3,745 | 2,055 |
Total current assets | 409,477 | 3,927 |
Operating lease right-of-use assets | 28,222 | 2,165 |
Restricted cash | 567 | |
Property and equipment, net | 10,379 | 3,368 |
Other non-current assets | 4,391 | 783 |
Total assets | 453,036 | 10,243 |
Current liabilities: | ||
Accounts payable | 5,013 | 3,483 |
Accrued clinical and research and development expenses | 7,242 | 1,646 |
Accrued expenses and other current liabilities | 6,629 | 3,391 |
Operating lease liabilities, current | 2,278 | 1,006 |
Convertible notes-related party | 11,635 | |
Convertible notes | 9,619 | |
Derivative liabilities | 12,705 | |
Financial commitment liabilities-related party | 412 | |
Financial commitment liabilities | 240 | |
Total current liabilities | 21,162 | 44,137 |
Operating lease liabilities, non-current | 26,263 | 1,092 |
Other non-current liabilities | 225 | 250 |
Total liabilities | 47,650 | 45,479 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity (deficit): | ||
Convertible preferred stock, $0.001 par value; 11,000,000 shares authorized and 810,700 issued and outstanding at December 31, 2022 (aggregate liquidation preference of $11,000 at December 31, 2022) | 1 | |
Common stock, $0.001 par value; 500,000,000 and 29,000,000 shares authorized at December 31, 2023 and 2022, respectively; 41,205,551 and 1,091,800 shares issued and outstanding at December 31, 2023 and 2022, respectively | 41 | 1 |
Additional paid-in capital | 550,491 | 11,761 |
Accumulated deficit | (145,146) | (46,999) |
Total stockholders' equity (deficit) | 405,386 | (35,236) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | $ 453,036 | $ 10,243 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Convertible preferred stock, par value | $ 0.001 | |
Convertible preferred stock, shares authorized | 11,000,000 | |
Convertible preferred stock, shares issued | 810,700 | |
Convertible preferred stock, shares outstanding | 810,700 | |
Convertible preferred stock, aggregate liquidation preference | $ 11,000 | |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 29,000,000 |
Common stock, shares issued | 41,205,551 | 1,091,800 |
Common stock, shares outstanding | 41,205,551 | 1,091,800 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating expenses: | ||
Research and development | $ 75,791 | $ 29,373 |
General and administrative | 20,919 | 5,398 |
Total operating expenses | 96,710 | 34,771 |
Loss from operations | (96,710) | (34,771) |
Interest expense | (1,604) | (4,942) |
Net change in fair value of redeemable convertible preferred stock tranche obligations | (8,783) | |
Change in fair value of derivative liabilities | 6,453 | (1,216) |
Loss on extinguishment of convertible notes | (2,316) | |
Other income (expense), net | 4,813 | (22) |
Net loss and comprehensive loss | $ (98,147) | $ (40,951) |
Net loss per share attributable to common stockholders, basic | $ (16.53) | $ (104.4) |
Net loss per share attributable to common stockholders, diluted | $ (16.53) | $ (104.4) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic | 5,938,782 | 392,268 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted | 5,938,782 | 392,268 |
Statement of Convertible Prefer
Statement of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Redeemable Convertible Preferred Stock | Convertible Preferred Stock Preferred Stock | Series A-1 Redeemable Convertible Preferred Stock | Series A-2 Redeemable Convertible Preferred Stock |
Beginning balance, shares at Dec. 31, 2021 | 810,699 | 405,350 | ||||||
Beginning balance, amount at Dec. 31, 2021 | $ (175) | $ 1 | $ 5,871 | $ (6,048) | $ 1 | |||
Beginning balance, shares at Dec. 31, 2021 | 810,699 | 405,350 | ||||||
Beginning balance, amount at Dec. 31, 2021 | (175) | $ 1 | 5,871 | (6,048) | $ 1 | |||
Issuance of Series Seed convertible preferred stock, shares | 405,350 | |||||||
Issuance of Series Seed convertible preferred stock, amount | 5,500 | 5,500 | ||||||
Issuance of restricted stock awards, shares | 213,496 | |||||||
Issuance of restricted stock awards, amount | 3 | 3 | ||||||
Vesting of restricted stock awards | 18 | 18 | ||||||
Issuance of common shares for license, shares | 67,605 | |||||||
Issuance of common shares for license, amount | 72 | 72 | ||||||
Stock-based compensation expense | 297 | 297 | ||||||
Net loss | $ (40,951) | (40,951) | ||||||
Ending balance, shares at Dec. 31, 2022 | 810,700 | 0 | ||||||
Ending balance, amount at Dec. 31, 2022 | $ 10,855 | $ 0 | ||||||
Ending balance, shares at Dec. 31, 2022 | 1,091,800 | 810,700 | ||||||
Ending balance, amount at Dec. 31, 2022 | (35,236) | $ 1 | 11,761 | (46,999) | $ 1 | |||
Reclassification of Series Seed redeemable convertible preferred stock, shares | 810,700 | |||||||
Reclassification of Series Seed redeemable convertible preferred stock, amount | $ 9,830 | |||||||
Reclassification of series seed redeemable convertible preferred stock, shares | (810,700) | |||||||
Reclassification of series seed redeemable convertible preferred stock, amount | (9,830) | (9,829) | $ (1) | |||||
Issuance of redeemable convertible preferred stock, shares | 14,796,010 | |||||||
Issuance of redeemable convertible preferred stock, amount | $ 208,701 | |||||||
Issuance of redeemable convertible preferred stock upon conversion of convertible notes, shares | 3,229,851 | |||||||
Issuance of redeemable convertible preferred stock upon conversion of convertible notes, amount | $ 35,576 | |||||||
Issuance of common stock on initial public offering, net of commissions and offering costs | 291,028 | $ 21 | 291,007 | |||||
Issuance of common stock on initial public offering, net of commissions and offering costs, Shares | 21,262,181 | |||||||
Conversion of redeemable convertible preferred stock to common stock on initial public offering | $ (254,107) | |||||||
Conversion of redeemable convertible preferred stock to common stock on initial public offering, shares | (18,836,561) | |||||||
Conversion of redeemable convertible preferred stock to common stock on initial public offering | 254,107 | $ 19 | 254,088 | |||||
Conversion of redeemable convertible preferred stock to common stock on initial public offering, Shares | 18,836,561 | |||||||
Issuance of restricted stock awards, shares | 1,874 | |||||||
Vesting of restricted stock awards | $ 103 | 103 | ||||||
Repurchase of restricted stock awards | (14,652) | |||||||
Exercise of stock options, shares | 27,787 | 27,787 | ||||||
Exercise of stock options, amount | $ 34 | 34 | ||||||
Stock-based compensation expense | 3,327 | 3,327 | ||||||
Net loss | (98,147) | (98,147) | ||||||
Ending balance, shares at Dec. 31, 2023 | 41,205,551 | |||||||
Ending balance, amount at Dec. 31, 2023 | $ 405,386 | $ 41 | $ 550,491 | $ (145,146) |
Statement of Convertible Pref_2
Statement of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Commissions and offering costs | $ 5,579 |
Convertible Preferred Stock | |
Issuance of tranche asset and liability | 7,317 |
Settlement of tranche asset and liability | 16,100 |
Series A-1 Redeemable Convertible Preferred Stock | |
Stock Issuance Costs | $ 841 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
OPERATING ACTIVITIES | ||
Net loss | $ (98,147) | $ (40,951) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Net change in fair value of redeemable convertible preferred stock tranche obligations | 8,783 | |
Stock-based compensation expense | 3,327 | 297 |
Loss on extinguishment of convertible notes | 2,316 | |
Amortization of operating lease right-of-use assets | 2,201 | 1,040 |
Noncash interest expense | 1,604 | 4,942 |
Depreciation | 1,491 | 404 |
Acquired in-process research and development | 1,505 | 1,013 |
Change in fair value of derivative liabilities | (6,453) | 1,216 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,590) | (1,912) |
Other non-current assets | (3,608) | (267) |
Accounts payable | 757 | 2,819 |
Accrued clinical and research and development expenses | 4,673 | 1,222 |
Accrued expenses and other current liabilities | 3,792 | 2,175 |
Operating lease liabilities | (1,815) | (1,070) |
Net cash used in operating activities | (81,164) | (29,072) |
INVESTING ACTIVITIES | ||
Purchase of property and equipment | (8,277) | (2,724) |
Purchase of in-process research and development | (715) | (558) |
Net cash used in investing activities | (8,992) | (3,282) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock on initial public offering, net of commissions | 296,607 | |
Proceeds from issuance of redeemable convertible preferred stock and tranche obligations, net of issuance costs | 199,918 | |
Proceeds from issuance of convertible notes, net of issuance costs - related party | 2,212 | 15,948 |
Proceeds from issuance of convertible notes, net of issuance costs | 1,286 | 12,505 |
Proceeds from issuance of convertible preferred stock and tranche commitment, net of issuance costs | 5,500 | |
Proceeds from issuance of restricted stock awards | 232 | |
Proceeds from exercise of stock options | 34 | |
Payment of deferred initial public offering costs | (5,474) | |
Net cash provided by financing activities | 494,583 | 34,185 |
Net increase in cash, cash equivalents and restricted cash | 404,427 | 1,831 |
Cash and cash equivalents at beginning of period | 1,872 | 41 |
Cash, cash equivalents, and restricted cash at end of period | 406,299 | 1,872 |
COMPONENTS OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | ||
Cash and cash equivalents | 405,732 | 1,872 |
Restricted cash | 567 | |
Total cash, cash equivalents, and restricted cash | 406,299 | 1,872 |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Reclassification of shares of Series Seed redeemable convertible preferred stock to mezzanine equity | 9,830 | |
Conversion of convertible notes to shares of Series A-2 redeemable convertible preferred stock | 35,576 | |
Reclassification of tranche obligation asset to Series A-1 redeemable convertible preferred stock | 1,910 | |
Reclassification of tranche obligation liability to Series A-1 redeemable convertible preferred stock | 18,010 | |
Conversion of redeemable convertible preferred stock into common stock on completion of initial public offering | 254,107 | |
Purchase of property and equipment in accounts payable and accrued expenses and other current liabilities | 883 | 623 |
In-process research and development costs in accounts payable, accrued expenses and other current liabilities, and other non-current liabilities | 1,273 | 383 |
Issuance of shares in exchange for in-process research and development | 72 | |
Deferred offering costs related to initial public offering included in accounts payable and accrued expenses and other current liabilities | $ 105 | |
Deferred issuance costs for second tranche of Series A-1 redeemable convertible preferred stock in accounts payable and accrued expenses and other current liabilities | $ 74 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (98,147) | $ (40,951) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization
Organization | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization Description of the business CARGO Therapeutics, Inc. (the “Company”) was incorporated in the state of Delaware in December 2019 as Syncopation Life Sciences, Inc. and changed its name to CARGO Therapeutics, Inc. in September 2022. It is a clinical-stage biotechnology company positioned to advance next generation, potentially curative cell therapies for cancer patients. The Company’s programs, platform technologies, and manufacturing strategy are designed to directly address the key limitations of approved cell therapies, including limited durability of effect, suboptimal safety and unreliable supply. The Company’s lead program, CRG-022, an autologous CD22 chimeric antigen receptor (“CAR”) T-cell therapy, has demonstrated robust safety, activity and manufacturability in clinical trials and is currently being studied in a potentially pivotal Phase 2 clinical trial for the treatment of large B-cell lymphoma (“LBCL”). The Company is also leveraging its proprietary cell engineering platform technologies to develop a pipeline of programs that incorporate multi-functional genetic “cargo” designed to enhance CAR T-cell persistence, as well as help safeguard against tumor resistance and T-cell exhaustion. Since its founding, the Company has devoted substantially all of its resources to organizing and staffing the Company, business planning, raising capital, establishing licensing arrangements, building its proprietary platform technologies, discovering its product candidates, establishing its intellectual property portfolio, conducting research, preclinical studies, and clinical trials, establishing arrangements with third parties for the manufacture of its product candidates and related raw materials, and providing general and administrative support for these operations. Reverse Stock Split On November 1, 2023, the Company’s board of directors approved an amended and restated certificate of incorporation to effect a reverse split of shares of the Company’s common stock and redeemable convertible preferred stock on a 13.5685-for-1 basis (the “Reverse Stock Split”) which was effected on November 3, 2023. The par value and authorized number of shares of common stock and redeemable convertible preferred stock were not adjusted as a result of the Reverse Stock Split. All share data and per share data amounts for all periods presented in the audited financial statements and notes thereto have been retrospectively adjusted to reflect the effect of the Reverse Stock Split. Initial Public Offering On November 14, 2023, the Company closed its initial public offering (“IPO”), pursuant to which it issued and sold an aggregate of 18,750,000 shares of its common stock at a public offering price of $ 15.00 per share and on November 21, 2023, the Company issued and sold 2,512,181 additional shares of its common stock to the underwriters of the IPO pursuant to the partial exercise of their option to purchase additional shares, resulting in net proceeds of $ 291.0 million , after deducting underwriting discounts, commissions and other offering expenses. Upon the closing of the IPO, the Company’s 18,836,561 outstanding shares of redeemable convertible preferred stock then outstanding automatically converted into 18,836,561 shares of common stock (see Note 7). Following the closing of the IPO, no shares of redeemable convertible preferred stock were authorized or outstanding. In connection with the closing of its IPO, on November 14, 2023, the Company’s certificate of incorporation was amended and restated to authorize 500,000,000 shares of common stock, par value $ 0.001 per share and 50,000,000 shares of preferred stock, par value of $ 0.001 per share. Liquidity Since inception, the Company has incurred significant operating losses and negative cash flows, and it expects that it will continue to incur losses and negative cash flows for the foreseeable future as it continues its research and development efforts, advances its product candidates through preclinical and clinical development, enhances its platforms and programs, expands its product pipeline, seeks regulatory approval, prepares for commercialization, hires additional personnel, protects its intellectual property and grows its business. As of and for the year ended December 31, 2023, the Company had an accumulated deficit of $ 145.1 million , cash and cash equivalents of $ 405.7 million and negative cash flows from operations of $ 81.2 million . The Company believes its existing cash and cash equivalents will be sufficient to support operations for at least 12 months from the issuance of these financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of significant accounting policies Basis of presentation The Company has prepared the accompanying financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). The financial statements are presented in U.S. dollars. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Actual results could differ from those estimates and such differences could be material to the financial position and results of operations. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the accrual of research and development expenses, the fair value of derivative liabilities and the initial fair value of the financial commitment liabilities related to the convertible notes, valuation of the redeemable convertible preferred stock tranche asset and liability, valuation of deferred tax assets, the fair value of equity instruments, equity-based instruments, stock-based compensation, and the determination of the incremental borrowing rate used to measure right-of-use assets and lease liabilities for the Company’s operating leases. Risks and uncertainties The Company is subject to all of the risks inherent in an early-stage company advancing new biotechnologies. These risks include, but are not limited to, the need for substantial additional financing, limited management resources, dependence upon medical acceptance of the product in development, regulatory approvals, successful clinical trials, availability, and willingness of patients to participate in human trials, and competition in the biopharmaceutical industry. The Company’s operating results may be materially affected by the preceding factors. Segments Operating segments are defined as components of an entity for which separate financial information is available and regularly reviewed by the chief operating decision maker, its Chief Executive Officer, in deciding how to allocate resources to an individual segment and in assessing performance. The Company has determined that it operates as one operating and reporting segment. Cash, cash equivalents, and restricted cash The Company considers all highly liquid investments purchased with an original maturity of three months or less on the date of purchase to be cash equivalents. Cash equivalents primarily consist of money market funds that are stated at fair value. The Company considers restricted cash as cash and cash equivalents that cannot be withdrawn or used for general operating activities. Restricted cash consists of a letter of credit with a financial institution related to one of the Company's leases. Issuance costs related to equity The Company allocates issuance costs between the individual freestanding instruments identified on a relative fair value basis. Issuance costs associated with the issuance of stock or equity contracts (i.e., redeemable convertible preferred stock) are recorded as a charge against the gross proceeds of the offering. The Company capitalizes certain legal, accounting, and other third-party fees that are directly related to the Company’s equity offering until such offering is consummated. On November 14, 2023, upon completion of IPO the Company recognized offering costs of $ 5.6 million as a reduction from gross proceeds associated with the IPO through additional paid-in capital in the accompanying balance sheet. Property and equipment, net Property and equipment, net is stated at cost, subject to adjustments for impairment, less accumulated depreciation. Depreciation is calculated using the straight-line method over the useful lives of the assets as follows: Laboratory equipment 3 to 5 years Furniture and fixtures 3 to 5 years Computer equipment 3 to 5 years Leasehold improvements Shorter of useful life or remaining lease term Maintenance and repairs are charged to expense as incurred, and improvements are capitalized and depreciated over their useful life as indicated above. Upon retirement or sale of the assets, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gains or losses are recorded in the statement of operations and comprehensive loss. Impairment of long-lived assets The Company reviews long lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount to the future net undiscounted cash flows the assets are expected to generate. If such assets are considered to be impaired, the impairment charge is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future net cash flows arising from the asset. There have been no such impairments of long-lived assets during the periods presented. Asset Acquisitions The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in asset acquisitions. In an asset acquisition, the cost allocated to acquire in-process research and development, (“IPR&D”) with no alternative future use is charged to research and development expense at the acquisition date. Financial commitment liabilities The Company’s convertible note purchase agreements executed in April 2022 and October 2022 (“2022 Convertible Notes”) included financial commitments to issue additional convertible notes to the noteholders in tranches (see Note 6) that were determined to be freestanding instruments that should be classified as liabilities. The freestanding instruments met the scope exception from derivative accounting. The proceeds of the first tranche of each of the 2022 Convertible Notes were allocated to the convertible notes and financial commitment liabilities based on their relative fair value at the date of issuance and not subsequently remeasured. The proceeds allocated to the financial commitment liabilities create a discount on the respective convertible note that is amortized as interest expense in the statements of operations and comprehensive loss using the effective interest rate method over the term of the respective convertible note. Upon settlement of each tranche, the respective portion of the financial commitment liabilities is reclassified to the carrying amount of the respective convertible note. Income taxes The Company accounts for income taxes using the asset and liability method whereby deferred tax asset and liability accounts are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are currently in effect. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Financial statement effects of uncertain tax positions are recognized when it is more likely than not, based on the technical merits of the position, that it will be sustained upon examination. Interest and penalties related to unrecognized tax benefits are included within the provision (benefit) for income tax. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. Derivative liabilities The 2022 Convertible Notes contain certain embedded redemption features that are not clearly and closely related to the debt host instruments (see Note 6). These features are bifurcated from the host instruments and recorded at fair value on the date of issuance as derivative liabilities in accordance with Accounting Standards Codification (“ASC”) 815-15, Derivatives and Hedging—Embedded Derivatives . The derivative liabilities are remeasured to fair value each reporting period until settlement or extinguishment, with changes in the fair value recorded as a change in fair value of derivative liabilities in the statements of operations and comprehensive loss. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Redeemable convertible preferred stock tranche obligations The obligations to issue additional shares of the Company’s Series A-1 redeemable convertible preferred stock in two tranches at a fixed price at future dates were determined to be freestanding financial instruments within the scope of ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). On issuance, the Company recorded the redeemable convertible preferred stock tranche asset and liability on the balance sheet at their respective fair values. These tranche obligations are subject to remeasurement at each balance sheet date, with the net change in fair value recognized as a gain or loss on remeasurement within net change in fair value of redeemable convertible preferred stock tranche obligations in the statements of operations and comprehensive loss until settlement. Leases The Company is a lessee in a non-cancellable operating lease for laboratory and office facilities. The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to, and the agreement creates enforceable rights and obligations. A contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and has the right to control how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset. For arrangements that meet the definition of a lease, the Company determines the initial classification and measurement of its right-of-use (“ROU”) asset and lease liability at the lease commencement date and thereafter if modified. Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make the contractual lease payments over the lease term. The operating lease ROU asset is initially measured at cost, which comprises the initial amount of the operating lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. The operating lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. The operating lease liability is subsequently measured at amortized cost using the effective-interest method. The lease term includes any renewal options that the Company is reasonably assured to exercise. As the rate implicit on the Company’s leases is not readily determinable, the Company uses its secured incremental borrowing rate to determine the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and in a similar economic environment. The Company has elected not to record leases with an original term of 12 months or less on its balance sheets and recognizes those lease payments in operating expenses in the statements of operations and comprehensive loss. During the years ended December 31, 2023 and 2022, there were no material short-term leases. In addition, the Company’s leases may require payment of additional costs, such as utilities, maintenance, and other operating costs, which are generally referred to as non-lease components and vary based on future outcomes. The Company has elected not to separate lease and non-lease components. Only the fixed costs for lease components and their associated non-lease components are accounted for as a single lease component and recognized as part of an operating ROU asset and lease liability. Any variable expenses are recognized in operating expenses as incurred. Rent expense for an operating lease liability is recognized on a straight-line basis over the lease term and is included in operating expenses in the statements of operations and comprehensive loss. Research and development expenses and accruals Research and development expenses consist of direct costs, including manufacturing and technical operations, preclinical and clinical fees paid to clinical research organizations, supplies, health authority filings, technology licenses and in-process research and development (IPR&D) assets as well as indirect costs consisting of employee-related costs and allocated facilities and other operating costs. Research and development costs are expensed as incurred. Non-refundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized as prepaid expenses until the related goods are delivered or services are performed. Such payments are evaluated for current or long-term classification based on when such services are expected to be received. The Company estimates manufacturing and technical operations, preclinical study and clinical trial and research and development expenses based on the services performed, pursuant to contracts with research institutions and third-party service providers that conduct and manage preclinical studies and clinical trials and research services on its behalf. The Company records the costs of research and development activities based on the estimated services provided but not yet invoiced and includes these costs in accrued expenses and other current liabilities in the balance sheets. These costs are a component of the Company’s research and development expenses. The Company accrues these costs based on factors such as estimates of the work completed in accordance with agreements established with its third-party service providers. The Company makes judgments and estimates in determining the accrued expenses balance. As actual costs become known, the Company adjusts its accrued expenses. The Company has not experienced any material differences between accrued costs and actual costs incurred. However, the status and timing of actual services performed may vary from the Company’s estimates, resulting in adjustments to expenses in future periods. Changes in these estimates that result in material changes to the Company’s accrued expenses could materially affect the Company’s results of operations. Contingent milestone payments, if any, are expensed when the milestone results are probable and estimable, which is generally upon the achievement of the milestone. Stock-based compensation The Company provides share-based payments in the form of stock options and restricted stock awards. For awards only subject to service conditions, the Company uses the straight-line attribution method for recognizing compensation expense over the requisite service period, which is generally the vesting period of the award. Compensation expense is recognized on awards ultimately expected to vest. Forfeitures are recorded when they occur. For awards with performance vesting conditions, the Company evaluates the probability of achieving the performance condition at each reporting date. No compensation expense is recognized for awards subject to performance conditions until it is probable that the performance condition will be met. If the performance condition is probable of being achieved, the Company recognizes expense for such performance awards over the requisite service period using the accelerated attribution method. The Company estimates the fair value of stock option awards and restricted stock awards on the grant date using a Black-Scholes option pricing model. The Company estimates the expected option lives using the simplified method, volatility using stock prices of peer companies, risk-free rates using the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term, and dividend yield based on the Company’s history of paying no dividends and expectation of paying no cash dividends on its common stock. Net loss per share attributable to common stockholders The Company follows the two-class method when computing net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net loss per share attributable to common stockholders is computed using the weighted-average number of shares of common stock outstanding during the period excluding unvested restricted stock subject to repurchase. Diluted net loss per share attributable to common stockholders is computed using the sum of the weighted-average number of shares of common stock outstanding during the period and the effect of dilutive securities. The Company’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. As the Company was in a net loss position for the years ended December 31, 2023 and 2022, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders because the effects of potentially dilutive securities are antidilutive. Comprehensive loss Comprehensive loss represents the change in the Company’s stockholders’ deficit from all sources other than investments by or distributions to stockholders. The Company has no items of other comprehensive loss; as such, net loss equals comprehensive loss. Emerging growth company status The Company is an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recently adopted accounting pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The Company adopted ASU 2016-13 on January 1, 2023, using a modified retrospective approach. The adoption did not have a material impact on the Company’s financial statements. Recently issued accounting pronouncements not yet adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures. ASU 2023-07 requires disclosure of incremental segment information on an interim and annual basis and provides new segment disclosure requirements for entities with a single reportable segment. ASU 2023-07 is effective for all public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal periods beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. The Company is assessing the impact of the adoption of this standard on its financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes—Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires consistent categories and greater disaggregation of information in the rate reconciliation, income taxes paid disaggregated by jurisdiction and certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for the Company beginning on January 1, 2025, with early adoption permitted. The Company is assessing the impact of the adoption of this standard on its financial statements. From time to time, new accounting pronouncements are issued by the FASB or other standard-setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the accompanying financial statements and disclosures. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 3. Fair value measurement The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Carrying amounts of certain of the Company’s financial instruments including, cash, prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities approximate fair value due to the short-term nature of these instruments. On a recurring basis, the Company measures certain financial liabilities at fair value. There were no transfers between levels during the years ended December 31, 2023 and 2022. The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy: December 31, 2023 Level 1 Level 2 Level 3 Total (in thousands) Assets: Money market funds $ 398,017 $ — $ — $ 398,017 Total financial assets $ 398,017 $ — $ — $ 398,017 December 31, 2022 Level 1 Level 2 Level 3 Total (in thousands) Liabilities: Derivative liabilities $ — $ — $ 12,705 $ 12,705 Total financial liabilities $ — $ — $ 12,705 $ 12,705 Derivative liabilities In April and October 2022, the Company executed convertible note purchase agreements with its existing investors (see Note 7). The 2022 Convertible Notes contained certain embedded features requiring bifurcation as a single compound derivative instrument for each tranche funded. The derivative liabilities were measured at fair value using Level 3 inputs. The fair value of the derivative liabilities was estimated using a “with-and-without” method. The “with-and-without” methodology involves valuing the whole instrument on an as-is basis and then valuing the instrument without the embedded derivative. The difference between the entire instrument with the embedded derivatives and the instrument without the embedded derivatives is the fair value of the derivative liabilities. The estimated probability and timing of underlying events triggering the exercisability of the put option and conversion features contained within the 2022 Convertible Notes, forecasted cash flows and the discount rate were significant unobservable inputs used to determine the estimated fair value of the entire instrument with the embedded derivative. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. The derivative liabilities are remeasured at each reporting period and the changes are recognized as a change in fair value of derivative liabilities on the statement of operations and comprehensive loss. The derivative liabilities were settled in February 2023 upon conversion of the 2022 Convertible Notes into Series A-2 redeemable convertible preferred stock (see Note 6). The following table summarizes the significant inputs used in the valuation of the derivative liabilities: On Issuance February 9, Expected term to achievement underlying 0.1 – 0.2 — Probability of achievement of triggering 0.0 % – 95.0 % 100.0 % Discount rate 75.0 % 75.0 % The following table provide a summary of the change in the estimated fair value of the Company’s derivative liabilities during the year ended December 31, 2023: Derivative (in thousands) Balance as of December 31, 2022 $ 12,705 Additions (1) 2,133 Change in fair value ( 6,453 ) Settlement ( 8,385 ) Balance as of December 31, 2023 $ — (1) The additions to derivative liabilities in the year ended December 31, 2023 relate to the embedded derivative bifurcated from the final tranche of the 2022 Convertible Notes that was issued in January 2023. Financial commitment liabilities The 2022 Convertible Notes included financial commitments to issue additional convertible notes to the noteholders in tranches (see Note 6). The proceeds of the issuance of the first tranche of each of the convertible notes issued in April 2022 and October 2022 were allocated to the convertible notes and financial commitment liabilities based on their relative fair value of $ 0.7 million and $ 1.2 million, respectively, of which $ 0.4 million and $ 0.7 million were associated with a related party, respectively, at the date of issuance and not subsequently remeasured. The fair value of the financial commitment liabilities on issuance was measured using the “with-and-without” method based on Level 3 inputs. The estimated probability and timing of underlying events triggering the closing of the subsequent tranches, forecasted cash flows and the discount rate were significant unobservable inputs used to determine the estimated fair value of the entire instrument. The following table summarizes the significant inputs used in the valuation of the financial commitment liabilities on issuance: April 2022 October 2022 Expected term to achievement of milestone (in years) 0.3 – 0.5 0.1 – 0.3 Probability of achievement of milestone 81.0 % – 90.0 % 90.3 % – 95.0 % Discount rate 1.2 % – 1.9 % 3.9 % – 4.4 % Series Seed tranche commitment The Series Seed stock purchase agreement included an obligation to issue additional shares of Series Seed convertible preferred stock in a future closing (see Note 7). The Series Seed tranche commitment was recorded at relative fair value upon the issuance of shares in the first closing and was not subsequently remeasured. The Series Seed tranche commitment is considered a contingent forward and the standard forward pricing model was used to measure the fair value on issuance using Level 3 inputs as follows: Series Seed Tranche Commitment Expected term to achievement of milestone (in years) 0.9 Probability of achievement of milestone 90.0 % Discount rate 0.1 % Redeemable convertible preferred stock tranche obligations The fair value of the Company’s redeemable convertible preferred stock tranche asset and liability (see Note 7) was calculated using an option pricing model using Level 3 inputs not observable in the market. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. On settlement, the fair value of the redeemable convertible preferred stock tranche liability was calculated based on two scenarios, stay-private and IPO with early and late exit dates, each of which were probability weighted. The stay private scenario, weighted at a 30 % probability, estimated the fair value using an option pricing model. The IPO scenario, weighted at a 70 % probability, estimated the value of the Company upon an IPO at $ 380.0 million with an early IPO exit in less than 0.1 years and a late IPO exit in 0.3 years. The redeemable convertible preferred stock tranche obligations are considered a contingent forward and the standard forward pricing model was used for the option pricing model with the following key assumptions: Redeemable Convertible Redeemable Convertible On On Settlement On On Settlement Expected term to achievement of 0.4 — 0.8 — Probability of achievement of 90.0 % 100 % 63.0 % 99.0 % Discount rate 4.9 % — 4.9 % 5.6 % The following table summarizes the changes in the fair value of the redeemable convertible preferred stock tranche asset and liability: Redeemable Redeemable (in thousands) Balance as of December 31, 2022 $ — $ — Initial recognition 1,788 ( 9,105 ) Change in fair value 122 ( 8,905 ) Settlement ( 1,910 ) 18,010 Balance as of December 31, 2023 $ — $ — |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2023 | |
Balance Sheet Components [Abstract] | |
Balance Sheet Components | 4. Balance sheet components Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following: December 31, 2023 2022 (in thousands) Prepaid research and development $ 825 $ 1,428 Other receivables 1,739 476 Prepaid other 1,181 151 Total prepaid expenses and other current assets $ 3,745 $ 2,055 Property and equipment, net Property and equipment, net consisted of the following: December 31, 2023 2022 (in thousands) Laboratory equipment $ 9,644 $ 2,712 Furniture and fixtures 87 34 Computer equipment 593 47 Leasehold improvements 134 105 Construction in progress 1,833 891 Property and equipment at cost 12,291 3,789 Less: accumulated depreciation ( 1,912 ) ( 421 ) Property and equipment, net $ 10,379 $ 3,368 Depreciation expense for the years ended December 31, 2023 and 2022 was $ 1.5 million and $ 0.4 million, respectively. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following: December 31, 2023 2022 (in thousands) Accrued compensation and related expenses $ 5,391 $ 2,385 Accrued purchases of property and equipment 112 623 Accrued deferred offering costs related to the initial public offering 95 — Other 1,031 383 Total accrued expenses and other current liabilities $ 6,629 $ 3,391 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 5. Leases In December 2023, the Company entered into a 7-year lease for 99,557 square feet of lab and office space in San Carlos, California. The agreement provides for two options to renew for three years which the Company is not reasonably certain to exercise. The Company is required to maintain a letter of credit for $ 0.6 million which has been classified as non-current restricted cash on the balance sheet. The Company also leases 31,117 square feet of lab and office space in San Mateo, California which expires in November 2024 . The Company was a sublessor in two agreements for a combined 2,300 square feet of the Company’s leased premises which expired in May 2023 and October 2023. The future payments associated with the Company’s operating lease liabilities as of December 31, 2023 are as follows: Amount (in thousands) 2024 $ 2,988 2025 4,676 2026 7,224 2027 7,441 Thereafter 25,784 Total undiscounted lease payments 48,113 Less: imputed interest ( 19,572 ) Total operating lease liabilities $ 28,541 A summary of total lease costs and other information for the periods relating to the Company’s operating leases was as follows: Year ended 2023 2022 (in thousands) Operating lease cost $ 2,873 $ 1,282 Variable lease cost 620 317 Sublease income ( 290 ) ( 240 ) Total lease cost $ 3,203 $ 1,359 December 31, 2023 2022 Other information: Weighted-average remaining lease term (in years) 6.7 1.9 Weighted-average discount rate 13.6 % 9.6 % Supplemental cash flow and noncash information related to the Company’s operating leases were as follows: Year ended 2023 2022 (in thousands) Cash flows from operating activities: Cash paid for amounts included in the measurement of $ 2,495 $ 1,312 Right-of-use assets obtained in exchange for lease Total right-of-use assets capitalized $ 28,258 $ — |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Notes [Abstract] | |
Convertible Notes | 6. Convertible Notes In April 2022, the Company executed a convertible note purchase agreement with its existing investors for total proceeds of up to $ 25.0 million (the “April 2022 Convertible Notes”). The investors committed to purchase the notes in three tranches upon achievement of certain milestones, which were funded in April, August and October 2022 for aggregate gross proceeds of $ 20.0 million, of which $ 10.6 million was from a related party (see Note 11). The Company incurred $ 0.1 million in issuance costs for the April 2022 Convertible Notes. All three tranches had a maturity date of April 26, 2023 . The Company had the option to request a fourth tranche of up to $ 5.0 million at the discretion of the investors under certain specific criteria. In February 2023, the April 2022 Convertible Notes were settled in connection with the Series A redeemable convertible preferred stock financing (see Note 7) and the option to request the fourth tranche expired. In October 2022, the Company executed a convertible note purchase agreement with the same terms and with the same investors in the April 2022 Convertible Notes for total proceeds of up to $ 12.0 million (the “October 2022 Convertible Notes”), of which $ 5.4 million was from a related party. The investors committed to purchase the notes in three tranches upon achievement of certain milestones, of which the first two tranches were issued in October and December 2022 for aggregate gross proceeds of $ 8.5 million. The Company incurred $ 16,000 in issuance costs for the funded October 2022 Convertible Notes. In January 2023, the third tranche was issued upon achieving the third milestone for gross proceeds of $ 3.5 million, including $ 2.2 million issued to a related party. All three tranches had a maturity date of October 28, 2023 . In February 2023, the October 2022 Convertible Notes were settled in connection with the Series A redeemable convertible preferred stock financing (see Note 7). The 2022 Convertible Notes bear simple interest at 6.0 % per annum. The principal and accrued interest could only be repaid prior to maturity upon consent of a majority of the investors or immediately upon demand. The 2022 Convertible Notes were subject to automatic conversion upon the next financing whereby the Company issues its preferred equity securities and raises aggregate gross proceeds of at least $ 50.0 million (a “Qualified Financing”). On automatic conversion, the outstanding principal and accrued interest automatically convert into the convertible preferred stock issued in the Qualified Financing at 75 % of the lowest cash price per share. The 2022 Convertible Notes were also subject to settlement by way of voluntary conversion that is not a Qualified Financing (a “Non-Qualified Financing”) where a majority of the active investors (investors who have fulfilled their funding commitments) could elect to convert the outstanding principal and interest into convertible preferred stock issued at 75 % of the lowest cash price per share. In the event of a “Strategic Transaction” such as upon a change in control whereby another entity acquires the Company or the Company disposes of substantially all its assets upon sale, lease, liquidation, dissolution or winding up, whether voluntary or involuntary, or an IPO, then each active investor could choose to convert the note into the Company’s common stock at a conversion price of $ 20.36 per share or redeem the note in cash for 200 % of the outstanding balance and 100 % of accrued and unpaid interest. For investors who had not fulfilled their funding commitments related to the second and third tranches where the respective milestone conditions have been met, upon a Qualified Financing, a Non-Qualified Financing or a Strategic Transaction, the outstanding principal and interest of the note would automatically convert into shares of common stock at 10 % of the then current common stock price. The Company determined that the financial commitments to issue future tranches were freestanding instruments that did not meet the definition of a derivative and should be classified as liabilities. Upon issuance of the first tranche of the April 2022 Convertible Notes and October 2022 Convertible Notes, the Company recognized $ 0.7 million and $ 1.2 million, respectively, for the relative fair value of the financial commitment liabilities, of which $ 0.4 million and $ 0.7 million, respectively, were associated with a related party (see Note 3). Upon settlement of the financial commitments, for the years ended December 31, 2023 and 2022, $ 0.7 million and $ 1.2 million in financial commitment liabilities, respectively, were reclassified to the carrying amount of the respective convertible notes. Due to the conversion and redemption features embedded within the 2022 Convertible Notes, the Company bifurcated compound derivative liabilities related to all tranches issued through December 31, 2023 (see Note 3). The aggregate fair value at issuance of the derivative liabilities was $ 13.6 million and was subsequently remeasured each reporting period. The allocation of proceeds of the 2022 Convertible Notes to the financial commitment liabilities and embedded derivatives created a discount on the respective convertible note that was amortized using the effective interest rate method over the term of the respective note. For the years ended December 31, 2023 and 2022, the Company recognized $ 1.6 million and $ 4.9 million, respectively, of non-cash interest expense, including accrued interest, amortization of the debt discount and amortization of debt issuance costs, in the statement of operations and comprehensive loss. In February 2023, concurrent with the Series A redeemable convertible preferred stock financing (see Note 7), the terms of the 2022 Convertible Notes were amended to specify that the notes would convert into Series A-2 redeemable convertible preferred stock. The other contractual terms including the settlement method and the conversion price of $ 10.18 per share remained unchanged. Pursuant to the share settled redemption features as per the original contractual terms of the 2022 Convertible Notes, the Company issued 3,229,851 shares thereby settling $ 32.9 million in outstanding principal and accrued interest. Upon settlement, the carrying values of the 2022 Convertible Notes of $ 24.9 million and the derivative liabilities of $ 8.4 million were derecognized and the Series A-2 redeemable convertible preferred stock was recorded at its fair value of $ 35.6 million. The Company recognized a loss on extinguishment of $ 2.3 million in the statement of operations and comprehensive loss for the year ended December 31, 2023. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
Class of Stock Disclosures [Abstract] | |
Preferred Stock | 7. Preferred Stock Convertible preferred stock Series Seed stock purchase agreement In February 2021, the Company entered into a Series Seed stock purchase agreement for issuance of up to 810,700 shares of the Company’s Series Seed convertible preferred stock at a purchase price of $ 13.57 per share (the “Original Issuance Price”) in two closings. Concurrent with the execution of the agreement, the Company completed its first closing. In the first closing, the Company issued 405,350 shares of its Series Seed convertible preferred stock for aggregate gross proceeds of $ 5.5 million, less issuance costs of $ 0.1 million. On issuance, the Company determined that its obligation to issue 405,350 shares of Series Seed convertible preferred stock in a future closing was a freestanding instrument that met the requirements of equity classification in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity , as it was indexed to the Company’s shares and could only be settled in shares. The proceeds of the issuance of the Series Seed convertible preferred stock and issuance costs were allocated to the Series Seed convertible preferred stock and the Series Seed tranche commitment based on their relative fair value. The Company recognized $ 0.1 million of the proceeds of the Series Seed convertible preferred stock in equity for the relative fair value of the Series Seed tranche commitment on issuance, with the remaining proceeds allocated to the Series Seed convertible preferred stock. No subsequent remeasurement of the freestanding instrument was required (see Note 3). In January 2022, the Company completed the second closing and received aggregate net proceeds of $ 5.5 million for the issuance of 405,350 shares of Series Seed convertible preferred stock at a purchase price of $ 13.57 per share. Upon the second closing, the $ 0.1 million related to the Series Seed tranche commitment was reclassified to the carrying value of the Series Seed convertible preferred stock. Series A preferred stock purchase agreement In February 2023, the Company’s existing and new investors executed the Series A Preferred Stock Purchase Agreement (the “Series A Agreement”) pursuant to which the Company was obligated to sell shares of its redeemable convertible preferred stock immediately at execution and through a second and third tranche. In February 2023, the Company received net proceeds of $ 68.1 million from the issue and sale of 5,072,919 shares of Series A-1 redeemable convertible preferred stock and issued 3,229,851 shares of Series A-2 redeemable convertible preferred stock upon conversion of the 2022 Convertible Notes (see Note 6). Pursuant to the Series A Agreement, through the second tranche, the Company was obligated to sell 3,381,941 shares of its Series A-1 redeemable convertible preferred stock for $ 13.57 per share (“Series A-1 Tranche 2”) upon the satisfaction of certain developmental milestones by the end of the third quarter of 2023. Additionally, the Company was obligated to sell 6,341,150 shares of its Series A-1 redeemable convertible preferred stock for $ 13.57 per share (“Series A-1 Tranche 3”) upon the satisfaction of certain developmental milestones by the middle of the first quarter of 2024. In July 2023, the Company achieved the milestone under the Series A-1 Tranche 2 and issued and sold 3,381,941 shares of its Series A-1 redeemable convertible preferred stock for net proceeds of $ 45.8 million. In October 2023, the Company issued and sold 6,341,150 shares of its Series A-1 redeemable convertible preferred stock as a part of the Series A-1 Tranche 3 closing for proceeds of $ 86.0 million. On issuance, the Company determined that its obligation to issue additional shares of its Series A-1 redeemable convertible preferred stock in future closings were freestanding instruments in accordance with ASC 480. The Series A-1 Tranche 2 obligation was determined to be an asset as the issuance price was deemed to be in excess of the estimated fair value of the stock on the expected milestone achievement date. Conversely, the Series A-1 Tranche 3 obligation was determined to be a liability as the estimated fair value of the stock on the expected milestone achievement date was deemed to be in excess of the issuance price. Accordingly, the Company recognized $ 1.8 million and $ 9.1 million for the fair value of the redeemable convertible preferred stock tranche asset and liability, respectively, on the balance sheet and the remaining proceeds were allocated to the first tranche of Series A-1 redeemable convertible preferred stock. Changes in fair value of redeemable convertible preferred stock tranche asset and liability in subsequent reporting periods are recognized as a component of change in fair value of preferred stock tranche obligations in the statement of operations and comprehensive loss. In connection with the closing of Series A-1 Tranche 2 in July 2023, the fair value of the redeemable convertible preferred stock tranche asset of $ 1.9 million was reclassified to carrying amount of Series A-1 redeemable convertible preferred stock. In connection with the closing of Series A-1 Tranche 3 in October 2023, the fair value of the redeemable convertible preferred stock tranche liability of $ 18.0 million was reclassified to carrying amount of Series A-1 redeemable convertible preferred stock. On November 14, 2023, the Company closed its IPO, and 18,836,561 outstanding shares of redeemable convertible preferred stock then outstanding automatically converted into shares of common stock on a 1 :1 basis. Following the closing of the IPO, no shares of redeemable convertible preferred stock were authorized or outstanding. As of December 31, 2022, convertible preferred stock consisted of the following: December 31, 2022 Shares Shares Issued Original Liquidation Carrying (in thousands, except share and per share amounts) Series Seed 11,000,000 810,700 $ 13.57 $ 11,000 $ 10,855 Total 11,000,000 810,700 $ 11,000 $ 10,855 Classification A liquidation or winding up of the Company, including a merger or consolidation in which the Company or a subsidiary of the Company is a constituent party and the Company issues its shares as a part of such merger of consolidation, or the sale of substantially all of the assets, sales or exclusive license of all or substantially all of the intellectual property of the Company, or any other transaction or series of transactions in which more than 50 % of the voting power of the Company is disposed of would constitute a redemption event. As of December 31, 2022, these redemption events were deemed to be within the control of the Company; therefore, in accordance with ASC 480, all shares of Series Seed convertible preferred stock were presented within permanent equity. Upon closing of the first tranche of shares of Series A-1 redeemable preferred stock and conversion of the 2022 Convertible Notes to shares of Series A-2 redeemable preferred stock on February 9, 2023, the convertible preferred stockholders collectively had the ability to elect a majority of the directors on the Company’s board of directors such that a redemption event pursuant to the various rights of shares of the convertible preferred stock was no longer within the control of the Company. In accordance with ASC 480, all shares of Series Seed convertible preferred stock were reclassified from permanent equity to mezzanine equity at fair value, and, on issuance, all shares of Series A-1 and A-2 redeemable convertible preferred stock were classified as mezzanine equity. Preferred stock In connection with the closing of its IPO, the Company’s certificate of incorporation was amended and restated to authorize 50,000,000 shares of preferred stock, par value of $ 0.001 per share. As of December 31, 2023, no shares of preferred stock were outstanding. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Common Stock | 8. Common Stock Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the board of directors. The voting, dividend, liquidation, and other rights and powers of the common stock are subject to and qualified by the rights, powers and preferences of preferred stock. In February 2023, the Company amended and restated its certificate of incorporation to increase the authorized shares of common stock to 320,000,000 . In November 2023, in connection with the closing of its IPO, the Company’s certificate of incorporation was amended and restated to authorize 500,000,000 shares of common stock, par value $ 0.001 per share and a new class of preferred stock (see Note 7). Additionally, all classes of redeemable convertible preferred stock were cancelled. Common stock issued and outstanding on the balance sheets and statements of stockholders’ equity (deficit) includes shares related to restricted stock that are subject to repurchase and therefore are excluded from the reserved common stock in the table below. The Company’s reserved common stock on an as-converted basis for issuance was as follows: December 31, 2023 2022 Convertible preferred stock — 810,700 Common stock options issued and outstanding under the Plans 3,720,455 167,882 Remaining shares available for issuance under the Plan 3,893,858 22,928 Remaining shares available for issuance under the ESPP 386,725 — Total reserved common stock 8,001,038 1,001,510 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 9. Stock-based compensation 2021 stock option and grant plan In July 2021, the Company established its 2021 Stock Option and Grant Plan (the “2021 Plan”) which provides for the granting of stock options, restricted and unrestricted stock units and restricted and unrestricted stock awards to employees and consultants of the Company. In connection with the closing of its IPO, on November 14, 2023 the Company's board of directors adopted the 2023 Incentive Award Plan (the “2023 Plan”, collectively with the 2021 Plan, the “Plans”) which became effective immediately. As a result of the 2023 Plan, the Company may not grant any additional awards under the 2021 Plan. The 2021 Plan will continue to govern outstanding equity awards granted thereunder. 2023 Incentive Award Plan The Company initially reserved 4,212,860 shares of common stock plus the 6,022 remaining shares of common stock available for issuance under the 2021 Plan for issuance under the 2023 Plan. The shares of common stock reserved for issuance as stock options, restricted stock units, stock appreciation rights and restricted stock awards will automatically increase on the first day of January, including January 1, 2024 for a period of up to ten years in an amount equal to 5 % of the total number of shares of the Company’s capital stock outstanding on the immediately preceding December 31, or a lesser number of shares as determined by the Company’s board of directors. On December 31, 2023, there were 3,893,858 shares available for issuance under the 2023 Plan. Options granted under the 2023 Plan may be either incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”). ISOs may be granted only to Company employees (including officers and directors who are also employees). NSOs may be granted to Company employees and consultants. The exercise price of an ISO and NSO shall not be less than 100 % of the fair market value of the shares on the date of grant. The exercise price of an ISO granted to an employee who at the time of grant is a 10% stockholder shall not be less than 110 % of the fair market value of the shares on the date of grant with a term not exceeding 5 years. To date, options have a term of 10 years and generally vest over a four-year period. Stock options Stock option activity for year ended December 31, 2023 was as follows: Number of Options Weighted-Average Weighted- Aggregate Outstanding at December 31, 2022 167,882 $ 1.09 9.65 $ — Granted 3,928,714 7.64 Exercised ( 27,787 ) 1.23 Cancelled and forfeited ( 348,354 ) 5.32 Outstanding at December 31, 2023 3,720,455 $ 7.61 9.49 $ 57,821 Vested and expected to vest, December 31, 2023 3,720,455 $ 7.61 9.49 $ 57,821 Exercisable at December 31, 2023 128,968 $ 4.46 9.13 $ 2,410 Aggregate intrinsic value in the above table is calculated as the difference between the exercise price of the options and the Company’s estimated fair value of its common stock as of December 31, 2023. The estimated weighted-average grant-date fair value of options granted during the years ended December 31, 2023 and 2022 was $ 6.10 and $ 0.79 per share, respectively. The aggregate intrinsic value of options exercised during the year ended December 31, 2023 was $ 0.3 million. No options were exercised during the year ended December 31, 2022. As of December 31, 2023, there was $ 19.8 million of unrecognized stock-based compensation related to stock options, which is expected to be recognized over a weighted-average period of 3.3 years. Restricted stock awards The Company has issued restricted stock awards to certain employees, directors and consultants in exchange for cash consideration equal to the fair value of common stock on the grant date. The restricted stock awards are subject to the repurchase right upon termination of services at a repurchase price lower of (i) the fair market value on the date of repurchase or (ii) their original purchase price no later than nine months after such termination. Shares purchased by employees pursuant to restricted stock awards are not deemed, for accounting purposes, to be issued until those shares vest according to their respective vesting schedules . Proceeds received from issuance of restricted stock awards are recorded as a share repurchase liability within accrued expenses and other current liabilities on the balance sheet and reclassified to additional paid-in capital as such awards vest. In April 2022, certain restricted stock awards were modified to remove their performance conditions which was accounted for as an improbable-to-probable modification. As the Company determined that the service condition for these awards was not substantive, the Company recorded $ 0.2 million of stock-based compensation expense equal to the fair value of the modified awards in April 2022. The following table summarizes the Company’s restricted stock activity: Number of Weighted-Average Unvested as of December 31, 2022 529,110 $ 0.93 Issued 1,874 3.94 Repurchased ( 14,652 ) 0.63 Vested ( 276,633 ) 1.18 Unvested as of December 31, 2023 239,699 $ 0.93 The purchase price of the restricted stock awards is the fair value of common stock as determined by the board of directors at the issuance date. The shares generally vest monthly over four years from the grant date. The Company recorded $ 0.1 million and $ 0.2 million in share repurchase liability for restricted stock awards in accrued expenses and other current liabilities in the balance sheets as of December 31, 2023 and 2022, respectively. As of December 31, 2023, unrecognized stock-based compensation expense related to outstanding unvested restricted stock awards was $ 0.1 million, which is expected to be recognized over a weighted-average period 2.3 years. Stock-based compensation expense Total stock-based compensation expense recorded in the statements of operations and comprehensive loss was as follows: Year ended 2023 2022 (in thousands) General and administrative $ 1,965 $ 217 Research and development 1,362 80 Total stock-based compensation expense $ 3,327 $ 297 The determination of the fair value of share-based payment awards on the date of grant is affected by the stock price, as well as assumptions regarding a number of complex and subjective variables. These variables include expected stock price volatility over the term of the awards, the expected period of time that stock options are expected to be outstanding, risk-free interest rates, and expected dividends. Estimating the fair value of equity-settled awards as of the grant date using valuation models, such as the Black-Scholes option pricing model, is affected by assumptions regarding a number of complex variables. These inputs include: • Fair Value of Common Stock – Prior to the IPO, the fair value of the common stock underlying the stock awards was determined by the Company’s board of directors. Given the absence of a public trading market, the board of directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting at which awards were approved. These factors included, but were not limited to (i) contemporaneous third-party valuations of common stock; (ii) the rights, preferences, and privileges of convertible preferred stock relative to common stock; (iii) the Company’s financial condition and operating results; (iv) the conditions of the biotechnology industry and the economy in general, (v) the stock price performance and volatility of comparable public companies; and (vi) the lack of marketability of the Company’s common stock. Subsequent to the IPO, the fair value of the common stock underlying stock awards is based on the closing price of the Company’s common stock as reported on the date of grant on the Nasdaq Global Select Market. • Expected Term – The expected term assumption represents the weighted-average period that the Company's share-based awards are expected to be outstanding. The Company has opted to use the “simplified method” for estimating the expected term of the options, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option. The expected term of restricted stock awards was determined using the vesting term of the award. • Expected Volatility – Because the Company does not have sufficient trading history for its common stock, for all stock options granted to date, the volatility data was estimated based on a study of publicly traded industry peer companies. For purposes of identifying these peer companies, the Company considered the industry, stage of development, size, and financial leverage of potential comparable companies. • Expected Dividend –The Black-Scholes option pricing model calls for a single expected dividend yield as an input. The Company currently have no history or expectation of paying cash dividends on our common stock. • Risk-Free Interest Rate – The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues similar in duration to the expected term of the equity-settled award. The estimated grant-date fair value of awards granted was calculated based on the following assumptions: Year ended December 31, 2023 2022 Expected term (in years) 5.2 – 6.4 2.8 – 6.1 Expected volatility 84.6 % – 97.7 % 84.6 % – 89.8 % Expected dividend — — Risk-free interest rate 3.2 % – 4.7 % 3.0 % – 4.7 % Employee Stock Purchase Plan On November 14, 2023 the Company's board of directors adopted the 2023 Employee Stock Purchase Plan (the “ESPP”) which became effective immediately. The Company initially reserved 386,725 shares of common stock for purchase under the ESPP. The number of shares of common stock reserved for issuance under the ESPP will automatically increase on the first day of January, including January 1, 2024 for a period of up to ten years in an amount equal to 1 % of the total number of shares of the Company’s common stock outstanding on the immediately preceding December 31, or a lesser number of shares determined by the Company’s board of directors; however, no more than 6,561,663 share of common stock may be issued under the ESPP. Purchases are accomplished through the participation of discrete offering periods. For each offering period, ESPP participants will purchase shares of common stock at a price per share equal to 85 % of the lesser of the fair market value of the Company’s common stock on (1) the first trading day of the applicable offering period or (2) the last trading day of the applicable offering period. There were no shares issued under the ESPP during the year ended December 31, 2023. |
License and Research and Develo
License and Research and Development Agreements | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development [Abstract] | |
License and Research and Development Agreements | 10. License and research and development agreements Stanford license agreement In August 2022, the Company entered into a license agreement with the Board of Trustees of the Leland Stanford Junior University (“Stanford University”) relating to the Company’s platform technologies relating to CAR T-cell therapies (the “Stanford License”). Pursuant to the Stanford License, Stanford University granted the Company a worldwide, exclusive license under certain patent rights, and a worldwide non-exclusive license under certain technology, in each case, owned or controlled by Stanford University, to make, use and sell products, methods or services in the field of human therapeutic and diagnostic products. The licensed patent rights cover platform technology relating to the use of CD2/CD58 co-stimulatory signaling in cell therapy. As consideration for the licenses granted under the Stanford License, the Company made an upfront payment of $ 50,000 and issued 67,605 shares of its common stock with a fair value of $ 0.1 million, of which 22,317 shares were issued to Stanford University, 27,100 shares were issued to two non-profit organizations that supported the research, and 18,188 shares were issued to various Stanford University inventors. The Company determined that the purchase of the licenses under the Stanford License represented an asset acquisition as it did not meet the definition of a business. As the acquired licenses represented in-process research and development (“IPR&D”) assets with no alternative future use, the Company recorded the upfront consideration of $ 0.2 million as research and development expense in August 2022, upon entering into the Stanford License. The Company recorded research and development expense pursuant to the Stanford License in the amount of $ 20,000 and $ 0.2 million during the years ended December 31, 2023 and 2022, respectively. In addition to annual license maintenance fees of up to $ 0.1 million per year, the Company may be required to pay up to $ 7.5 million for sales milestone payments, up to $ 4.0 million in development milestone payments for each product covered by licensed patent rights upon initiation of specific clinical trials or receipt of regulatory approvals, up to $ 50,000 in a milestone payment upon achievement of commercial milestone event, up to $ 0.5 million in a milestone payment upon achievement of certain additional milestone events, and double-digit percentage milestone payments on the first two licensed non-patent products and, subject to certain royalty reductions, as applicable, low single-digit percentage royalties on net sales of products that are covered by the licensed patent rights or licensed technology. Subject to the terms of the Stanford License, the Company also agreed to pay Stanford University a certain percentage of non-royalty sublicense-related revenue that the Company receives from third-party sublicenses. Crystal Mackall and Robbie Majzner, who were the Company’s principal owners and directors when the Company entered into the Stanford License, are employees and faculty members leading CAR T-cell therapy research programs at Stanford University. Oxford license and supply agreement In June 2022, the Company entered into a License and Supply Agreement (the “Oxford Agreement”), with Oxford Biomedica (UK) Limited (“Oxford”) for the manufacture and supply of lentiviral vectors for clinical and potentially commercial purposes by the Company. Pursuant to the Oxford Agreement, Oxford granted to the Company a non-exclusive worldwide, sub-licensable, royalty-bearing license under certain intellectual property rights for the purposes of research, development and commercialization of products transduced with the vectors manufactured by Oxford or by the Company following a technology transfer by Oxford, which products are directed against certain initial targets, and upon payment of certain fees, additional targets as agreed by Oxford and the Company. As consideration for the license granted under the Oxford Agreement, the Company paid an upfront license fee of $ 0.2 million. The Company determined that the purchase of the license under the Oxford Agreement represented an asset acquisition as it did not meet the definition of a business. As the acquired license represented IPR&D assets with no alternative future use, the Company recorded the upfront payment of $ 0.2 million as research and development expense in June 2022, upon entering into the Oxford Agreement. The Company recorded research and development expense related to the achievement of certain development milestones in the amount of $ 0.3 million and $ 0.2 million during the years ended December 31, 2023 and 2022, respectively. The Company may be required to pay up to an aggregate of $ 0.3 million of development milestones, $ 1.0 million of regulatory milestones and $ 8.0 million of commercial milestones for each target if such milestones are achieved by licensed products directed to such target. Additionally, the Company is obligated to pay an earned royalty on net sales of products manufactured with the Oxford vector at a low single-digit percentage. Unless terminated earlier, the Oxford Agreement will expire when no further payments are due to Oxford. The Company can terminate the agreement at will upon advance written notice and may be subject to certain manufacturing slot cancellation fees. National Cancer Institute In March 2022, the Company entered into an exclusive license agreement (the “2022 NCI License”) with the U.S. Department of Health and Human Services, as represented by The National Cancer Institute (“NCI”), pursuant to which the Company obtained a worldwide, royalty-bearing, exclusive license under certain patent rights to make, use, sell, offer for sale, and import certain autologous products covered by such licensed patents in the field of CAR-T immunotherapies for the treatment of B-cell malignancies that express CD22, and a non-sublicensable exclusive license to make, use, and import, but not sell, certain allogenic products and to practice processes in the field of certain CAR-T immunotherapies for the treatment of B-cell malignancies that express CD22 for evaluation purposes, with an exclusive option to negotiate a non-exclusive or exclusive commercialization license. The exclusive option can be extended once for one year on payment of an extension royalty of $ 50,000 . As consideration for the licenses granted under the 2022 NCI License, the Company is required to pay the NCI a non-refundable license fee of $ 0.6 million, of which $ 0.2 million was paid in 2022, and $ 0.1 million was paid in 2023, and the remaining balance of $ 0.3 million is payable in two equal annual installments beginning on the second anniversary of the effective date of the agreement. The Company accrued the non-refundable upfront fees of $ 0.4 million upon entering into the 2022 NCI License. As of December 31, 2023 and 2022, $ 0.1 million and $ 0.1 million, respectively, of non-refundable upfront fees were accrued in accrued expenses and other current liabilities and $ 0.2 million and $ 0.3 million, respectively, are classified as other non-current liabilities on the balance sheet. The Company determined that the purchase of the license under the 2022 NCI License represented an asset acquisition as it did not meet the definition of a business. As the acquired license represented IPR&D assets with no alternative future use, the Company recorded the initial consideration of $ 0.6 million under the 2022 NCI License as research and development expense in March 2022, upon entering into the 2022 NCI License. During the year ended December 31, 2023, the Company recorded research and development expense of $ 0.6 million related to the minimum annual royalty and the achievement of certain development milestones. The Company agreed to pay up to $ 0.2 million in regulatory milestone payments upon achieving specific regulatory filings, up to $ 1.8 million in development milestone payments upon achieving specific clinical trials or registration trials, and up to $ 16.0 million in sales milestones upon achievement of specific commercial milestone events for up to three distinct licensed products, and an earned royalty on net sales of autologous cell therapy products covered by the licensed patent rights and, if the Company chooses to exercise the exclusive option mentioned above, on net sales of allogenic products, at a low single-digit percentage, depending on the amount of annual net sales and subject to the terms of the 2022 NCI License. The Company is also required to make minimum annual royalty payments of $ 50,000 per year, which will be creditable against royalties due for sales in that year. In addition, the Company is obligated to pay the NCI a percentage of non-royalty revenue received by the Company from its right to sublicense. Additionally, in the event the Company is granted a priority review voucher (“PRV”), the Company would be obligated to pay the NCI a minimum of $ 5.0 million upon the sale, transfer or lease of the PRV or $ 0.5 million upon submission of the PRV for use by the U.S. Food and Drug Administration (“FDA”). The Company is also obligated to pay the NCI a royalty based on a percentage of the fair market value of the consideration the Company receives for any assignment of the 2022 NCI License to a non-affiliate (upon the NCI’s prior written consent) or on an allocated portion of the fair value of consideration received in connection with a change in control (including an IPO). On the closing of the Company's IPO in November 2023, the change in control milestone was met. The NCI may terminate or modify the 2022 NCI License in the event of an uncured material breach, including, but not limited to, if the Company does not meet certain milestones by certain dates, or upon certain insolvency events that remain uncured following the date that is 90 days following written notice of such breach or insolvency event. The Company may terminate the license, or any portion thereof, at its sole discretion at any time upon 60 days written notice to the NCI. In February 2023, the Company entered into an exclusive license agreement (the “2023 NCI License”) with the NCI, pursuant to which the Company obtained a worldwide, royalty-bearing, exclusive license under certain patent rights owned by the NCI to make, use, sell and import products and to practice processes in the field of certain CAR-T immunotherapies for the treatment of B-cell malignancies, wherein the T cells are engineered to express CD22 in combination with binders, CARs or other receptors targeting CD19, CD20, and/or CD79b; and at least one of the following: manufacturing the product with the STASH platform technology and/or a technology to activate CD2 signaling in the CAR T cell. As consideration for the licenses granted under the 2023 NCI License, the Company must pay the NCI a non-refundable license fee of $ 0.3 million in three installments whereby the first installment is payable within 60 days of the execution of the agreement and the remaining two payments due on the first and second anniversaries of the effective date of the agreement. Additionally, the Company must reimburse the NCI for $ 0.1 million in expenses incurred by the NCI prior to January 1, 2022 related to the preparation, filing, prosecution, and maintenance of all patent applications and patents included in the license under the 2023 NCI License. The Company determined that the purchase of the license under the 2023 NCI License represented an asset acquisition as it did not meet the definition of a business. As the acquired license represented IPR&D assets with no alternative future use, upon entering the 2023 NCI License in February 2023, the Company recorded the initial consideration of $ 0.4 million under the 2023 NCI License, consisting of the non-refundable upfront fees, as research and development expense. The Company accrued these amounts of which $ 0.1 million is classified as other non-current liabilities on the balance sheet as of December 31, 2023. During the year ended December 31, 2023, the Company recorded research and development expense of $ 0.4 million related to the minimum annual royalty. The Company agreed to pay up to $ 0.1 million in regulatory milestone payments upon making specific regulatory filings, up to $ 1.7 million in development milestone payments upon achieving specific clinical trials or registration trials, and up to $ 16.0 million in sales milestones upon achievement of specific commercial milestone events. Subject to the terms of the 2023 NCI License, the Company also agreed to pay a low single-digit percentage on earned royalties on net sales of products covered by the licensed patent rights. The Company also agreed to make minimum annual royalty payments of $ 50,000 per year, which will be creditable against royalties due for sales in that year. In addition, the Company is obligated to pay the NCI a percentage of non-royalty revenue received by the Company from its right to sublicense at defined percentages. Additionally, if the Company is granted a PRV, the Company would be obligated to pay the NCI a minimum of $ 5.0 million upon the sale, transfer or lease of the PRV or $ 0.5 million upon submission of the PRV for use by the FDA. The Company is also obligated to pay the NCI a royalty based on a percentage of the fair market value of the consideration the Company receives for any assignment of the 2023 NCI License to a non-affiliate (upon the NCI’s prior written consent) or on an allocated portion of the fair value of consideration received in connection with a change in control (including an IPO). On the closing of the Company's IPO in November 2023, the change in control milestone was met. Unless earlier terminated, the 2023 NCI License will expire upon the expiration of the last to expire licensed patent right. The NCI may terminate or modify the 2023 NCI License in the event of an uncured material breach, including, but not limited to, if the Company does not meet certain milestones by certain dates, or upon certain insolvency events that remain uncured following the date that is 90 days following written notice of such breach or insolvency event. The Company may terminate the license, or any portion thereof, at its sole discretion at any time upon 60 days written notice to the NCI. In connection with the closing of the Company’s IPO in November 2023, the Company accrued a total of $ 0.3 million of research and development expense within accrued clinical and research and development expenses on the balance sheet related to the change in control royalty for both the 2022 NCI License and the 2023 NCI License. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | 11. Related parties The 2022 Convertible Notes (see Note 7) were issued in part to a related party, a significant investor, for an aggregate principal amount of $ 16.0 million. As of December 31, 2022, $ 16.4 million in principal and accrued interest was outstanding to the related party. In February 2023, $ 18.7 million in principal and accrued interest outstanding to the related party was settled through conversion into 1,833,623 shares of Series A-2 redeemable convertible preferred stock (see Note 6). Apart from the transactions and balances detailed in Note 6, Note 7 and Note 10, the Company has no other significant or material related party transactions during the years ended December 31, 2023 and 2022. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income taxes The loss before provision for income taxes for the years ended December 31, 2023 and 2022 is entirely domestic. The Company has no current or deferred income tax expense for federal or state purposes for the years ended December 31, 2023 and 2022. The reconciliation of the effective tax rate for income taxes from the federal statutory rate were as follows: Year ended December 31, 2023 2022 U.S. federal taxes at statutory rate 21.0 % 21.0 % State tax – net of federal 0.3 ( 1.8 ) Federal tax credits 0.2 7.8 Change in valuation allowance ( 19.8 ) ( 23.4 ) Stock-based compensation ( 0.4 ) ( 0.1 ) Non-deductible expenses ( 1.3 ) ( 3.2 ) Other - ( 0.3 ) Total — % — % The income tax effect of temporary differences that give rise to significant portions of the Company’s deferred tax assets at December 31, 2023 and 2022 is presented below: December 31, 2023 2022 (in thousands) Deferred tax assets: Depreciation and amortization $ — $ 1,220 Capitalized research and development costs 17,935 6,009 Net operating loss carryforwards 2,277 1,244 Accrued expenses and other current liabilities 48 97 Operating lease liabilities 6,133 441 Tax credit carryforwards 2,658 2,350 Capitalized startup costs 7,670 — Stock-based compensation 301 3 Total deferred tax assets 37,022 11,364 Deferred tax liabilities Right of use assets ( 6,064 ) ( 465 ) Fixed assets ( 601 ) — Total deferred tax liabilities ( 6,665 ) ( 465 ) Total net deferred tax assets 30,357 10,899 Less: valuation allowance ( 30,357 ) ( 10,899 ) Net deferred tax assets $ — $ — As of December 31, 2023, the Company has net operating loss carryforwards of approximately $ 10.8 million and $ 2.3 million available to reduce future taxable income, if any, for Federal and California income tax purposes, respectively. The Federal net operating loss carryforwards do not expire and are limited to 80 % of taxable income and California net operating loss carryforwards begin to expire in 2040 . The Company has established a full valuation allowance against its deferred tax assets due to the uncertainty surrounding realization of such assets. The net increase in the valuation allowance for the years ended December 31, 2023 and 2022 was $ 19.5 million and $ 9.6 million, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax-planning strategies in making this assessment. Based on these factors, management has provided a full valuation allowance for its deferred tax assets. As of December 31, 2023, the Company has Federal and California research and development credit carryforwards of $ 2.3 million and $ 1.9 million, respectively. The Federal research and development credit carryforwards will expire beginning in 2042 if not utilized. The California research and development credits have no expiration date. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “IRC”), if a corporation undergoes an “ownership change” (generally defined as a greater than 50 percentage points change (by value) in the ownership of its equity over a rolling three-year period), the corporation’s ability to use its pre-change net operating loss carryforwards and certain other pre-change tax attributes to offset its post-change income and taxes may be limited. California has similar rules. The Company conducted a Section 382 study and determined that it has experienced ownership changes in October 2020, February 2021, and February 2023. The ownership changes did not result in a permanent limitation of the pre-change net operating loss and research and development credit carryforwards. In addition, future changes in the Company's stock ownership, some of which are outside of its control, could result in an additional ownership change under Section 382 of the IRC. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: December 31, 2023 2022 (in thousands) Balance at the beginning of the year $ 872 $ 35 Increases based on tax positions related to current year 717 837 Increases based on tax positions related to prior years 62 - Reductions based on tax positions related to prior years ( 417 ) - Balance at end of year $ 1,234 $ 872 As of December 31, 2023, the Company had $ 1.2 million of unrecognized tax benefits which are comprised of federal of $ 0.8 million and California of $ 0.4 million. The Company’s unrecognized gross tax benefits would not reduce its annual effective tax rate if recognized because the Company has recorded a full valuation allowance on deferred tax assets. The Company does not foresee any material changes to its gross unrecognized tax benefit within the next 12 months. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. The Company did no t recognize any accrued interest and penalties related to gross unrecognized tax benefits related to the years ended December 31, 2023, and 2022. All years are open for examination by federal and state authorities. The Company currently has no federal or state tax examinations in progress. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Indemnification agreements In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to vendors, lessors, business partners, members of its board of directors, officers, and other parties with concerning certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by the Company, negligence or willful misconduct of the Company, violations of law by the Company, or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise because of their status or service as directors, officers, or employees. No demands have been made upon the Company to provide indemnification under such agreements, and thus, there are no claims that the Company is aware of that could have a material effect on the Company’s balance sheets, statements of operations and comprehensive loss, or statements of cash flows. Litigation Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. There are no matters currently outstanding for which any liabilities have been accrued. The Company was not a defendant in any lawsuit for the years ended December 31, 2023 and 2022. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 14. Net Loss Per Share A reconciliation of net loss attributable to common stockholders and the number of shares in the calculation of basic and diluted loss per share was as follows: Year ended 2023 2022 (in thousands, except share and per share amounts) Numerator: Net loss attributable to common stockholders $ ( 98,147 ) $ ( 40,951 ) Denominator: Weighted-average shares used in computing net loss per 5,938,782 392,268 Net loss per share attributable to common $ ( 16.53 ) $ ( 104.40 ) The following potentially dilutive shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis): December 31, 2023 2022 Outstanding stock options 3,720,455 167,882 Restricted stock awards subject to repurchase 239,699 529,110 Convertible preferred stock, as converted — 810,700 2022 Convertible Notes, as converted — 2,870,397 Total 3,960,154 4,378,089 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent events Oxford license and supply agreement In March 2024, the Company entered into an amendment to the Oxford Agreement to amend the royalty payment structure for vectors manufactured by Oxford. The Company is not obligated to pay royalties on licensed products related to CRG-022 and is obligated to pay an additional target fee of $ 0.5 million and earned royalty on net sales of licensed products related to targets other than CRG-022. The Company is obligated to pay reduced regulatory and commercial milestone payments for CRG-022 and is obligated to pay up to $ 1.0 million in regulatory milestones for each target (except for CRG-022) if such milestones are achieved for the licensed product. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The Company has prepared the accompanying financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). The financial statements are presented in U.S. dollars. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Actual results could differ from those estimates and such differences could be material to the financial position and results of operations. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the accrual of research and development expenses, the fair value of derivative liabilities and the initial fair value of the financial commitment liabilities related to the convertible notes, valuation of the redeemable convertible preferred stock tranche asset and liability, valuation of deferred tax assets, the fair value of equity instruments, equity-based instruments, stock-based compensation, and the determination of the incremental borrowing rate used to measure right-of-use assets and lease liabilities for the Company’s operating leases. |
Risks and uncertainties | Risks and uncertainties The Company is subject to all of the risks inherent in an early-stage company advancing new biotechnologies. These risks include, but are not limited to, the need for substantial additional financing, limited management resources, dependence upon medical acceptance of the product in development, regulatory approvals, successful clinical trials, availability, and willingness of patients to participate in human trials, and competition in the biopharmaceutical industry. The Company’s operating results may be materially affected by the preceding factors. |
Segments | Segments Operating segments are defined as components of an entity for which separate financial information is available and regularly reviewed by the chief operating decision maker, its Chief Executive Officer, in deciding how to allocate resources to an individual segment and in assessing performance. The Company has determined that it operates as one operating and reporting segment. |
Cash, cash equivalents, and restricted cash | Cash, cash equivalents, and restricted cash The Company considers all highly liquid investments purchased with an original maturity of three months or less on the date of purchase to be cash equivalents. Cash equivalents primarily consist of money market funds that are stated at fair value. The Company considers restricted cash as cash and cash equivalents that cannot be withdrawn or used for general operating activities. Restricted cash consists of a letter of credit with a financial institution related to one of the Company's leases. |
Issuance costs related to equity | Issuance costs related to equity The Company allocates issuance costs between the individual freestanding instruments identified on a relative fair value basis. Issuance costs associated with the issuance of stock or equity contracts (i.e., redeemable convertible preferred stock) are recorded as a charge against the gross proceeds of the offering. The Company capitalizes certain legal, accounting, and other third-party fees that are directly related to the Company’s equity offering until such offering is consummated. On November 14, 2023, upon completion of IPO the Company recognized offering costs of $ 5.6 million as a reduction from gross proceeds associated with the IPO through additional paid-in capital in the accompanying balance sheet. |
Property and equipment, net | Property and equipment, net Property and equipment, net is stated at cost, subject to adjustments for impairment, less accumulated depreciation. Depreciation is calculated using the straight-line method over the useful lives of the assets as follows: Laboratory equipment 3 to 5 years Furniture and fixtures 3 to 5 years Computer equipment 3 to 5 years Leasehold improvements Shorter of useful life or remaining lease term Maintenance and repairs are charged to expense as incurred, and improvements are capitalized and depreciated over their useful life as indicated above. Upon retirement or sale of the assets, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gains or losses are recorded in the statement of operations and comprehensive loss. |
Impairment of long-lived assets | Impairment of long-lived assets The Company reviews long lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount to the future net undiscounted cash flows the assets are expected to generate. If such assets are considered to be impaired, the impairment charge is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future net cash flows arising from the asset. There have been no such impairments of long-lived assets during the periods presented. |
Asset Acquisitions | Asset Acquisitions The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in asset acquisitions. In an asset acquisition, the cost allocated to acquire in-process research and development, (“IPR&D”) with no alternative future use is charged to research and development expense at the acquisition date. |
Financial commitment liabilities | Financial commitment liabilities The Company’s convertible note purchase agreements executed in April 2022 and October 2022 (“2022 Convertible Notes”) included financial commitments to issue additional convertible notes to the noteholders in tranches (see Note 6) that were determined to be freestanding instruments that should be classified as liabilities. The freestanding instruments met the scope exception from derivative accounting. The proceeds of the first tranche of each of the 2022 Convertible Notes were allocated to the convertible notes and financial commitment liabilities based on their relative fair value at the date of issuance and not subsequently remeasured. The proceeds allocated to the financial commitment liabilities create a discount on the respective convertible note that is amortized as interest expense in the statements of operations and comprehensive loss using the effective interest rate method over the term of the respective convertible note. Upon settlement of each tranche, the respective portion of the financial commitment liabilities is reclassified to the carrying amount of the respective convertible note. |
Income taxes | Income taxes The Company accounts for income taxes using the asset and liability method whereby deferred tax asset and liability accounts are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are currently in effect. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Financial statement effects of uncertain tax positions are recognized when it is more likely than not, based on the technical merits of the position, that it will be sustained upon examination. Interest and penalties related to unrecognized tax benefits are included within the provision (benefit) for income tax. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. |
Derivative liabilities | Derivative liabilities The 2022 Convertible Notes contain certain embedded redemption features that are not clearly and closely related to the debt host instruments (see Note 6). These features are bifurcated from the host instruments and recorded at fair value on the date of issuance as derivative liabilities in accordance with Accounting Standards Codification (“ASC”) 815-15, Derivatives and Hedging—Embedded Derivatives . The derivative liabilities are remeasured to fair value each reporting period until settlement or extinguishment, with changes in the fair value recorded as a change in fair value of derivative liabilities in the statements of operations and comprehensive loss. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. |
Redeemable convertible preferred stock tranche obligations | Redeemable convertible preferred stock tranche obligations The obligations to issue additional shares of the Company’s Series A-1 redeemable convertible preferred stock in two tranches at a fixed price at future dates were determined to be freestanding financial instruments within the scope of ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). On issuance, the Company recorded the redeemable convertible preferred stock tranche asset and liability on the balance sheet at their respective fair values. These tranche obligations are subject to remeasurement at each balance sheet date, with the net change in fair value recognized as a gain or loss on remeasurement within net change in fair value of redeemable convertible preferred stock tranche obligations in the statements of operations and comprehensive loss until settlement. |
Leases | Leases The Company is a lessee in a non-cancellable operating lease for laboratory and office facilities. The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to, and the agreement creates enforceable rights and obligations. A contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and has the right to control how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset. For arrangements that meet the definition of a lease, the Company determines the initial classification and measurement of its right-of-use (“ROU”) asset and lease liability at the lease commencement date and thereafter if modified. Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make the contractual lease payments over the lease term. The operating lease ROU asset is initially measured at cost, which comprises the initial amount of the operating lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. The operating lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. The operating lease liability is subsequently measured at amortized cost using the effective-interest method. The lease term includes any renewal options that the Company is reasonably assured to exercise. As the rate implicit on the Company’s leases is not readily determinable, the Company uses its secured incremental borrowing rate to determine the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and in a similar economic environment. The Company has elected not to record leases with an original term of 12 months or less on its balance sheets and recognizes those lease payments in operating expenses in the statements of operations and comprehensive loss. During the years ended December 31, 2023 and 2022, there were no material short-term leases. In addition, the Company’s leases may require payment of additional costs, such as utilities, maintenance, and other operating costs, which are generally referred to as non-lease components and vary based on future outcomes. The Company has elected not to separate lease and non-lease components. Only the fixed costs for lease components and their associated non-lease components are accounted for as a single lease component and recognized as part of an operating ROU asset and lease liability. Any variable expenses are recognized in operating expenses as incurred. Rent expense for an operating lease liability is recognized on a straight-line basis over the lease term and is included in operating expenses in the statements of operations and comprehensive loss. |
Research and development expenses and accruals | Research and development expenses and accruals Research and development expenses consist of direct costs, including manufacturing and technical operations, preclinical and clinical fees paid to clinical research organizations, supplies, health authority filings, technology licenses and in-process research and development (IPR&D) assets as well as indirect costs consisting of employee-related costs and allocated facilities and other operating costs. Research and development costs are expensed as incurred. Non-refundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized as prepaid expenses until the related goods are delivered or services are performed. Such payments are evaluated for current or long-term classification based on when such services are expected to be received. The Company estimates manufacturing and technical operations, preclinical study and clinical trial and research and development expenses based on the services performed, pursuant to contracts with research institutions and third-party service providers that conduct and manage preclinical studies and clinical trials and research services on its behalf. The Company records the costs of research and development activities based on the estimated services provided but not yet invoiced and includes these costs in accrued expenses and other current liabilities in the balance sheets. These costs are a component of the Company’s research and development expenses. The Company accrues these costs based on factors such as estimates of the work completed in accordance with agreements established with its third-party service providers. The Company makes judgments and estimates in determining the accrued expenses balance. As actual costs become known, the Company adjusts its accrued expenses. The Company has not experienced any material differences between accrued costs and actual costs incurred. However, the status and timing of actual services performed may vary from the Company’s estimates, resulting in adjustments to expenses in future periods. Changes in these estimates that result in material changes to the Company’s accrued expenses could materially affect the Company’s results of operations. Contingent milestone payments, if any, are expensed when the milestone results are probable and estimable, which is generally upon the achievement of the milestone. |
Stock-based compensation | Stock-based compensation The Company provides share-based payments in the form of stock options and restricted stock awards. For awards only subject to service conditions, the Company uses the straight-line attribution method for recognizing compensation expense over the requisite service period, which is generally the vesting period of the award. Compensation expense is recognized on awards ultimately expected to vest. Forfeitures are recorded when they occur. For awards with performance vesting conditions, the Company evaluates the probability of achieving the performance condition at each reporting date. No compensation expense is recognized for awards subject to performance conditions until it is probable that the performance condition will be met. If the performance condition is probable of being achieved, the Company recognizes expense for such performance awards over the requisite service period using the accelerated attribution method. The Company estimates the fair value of stock option awards and restricted stock awards on the grant date using a Black-Scholes option pricing model. The Company estimates the expected option lives using the simplified method, volatility using stock prices of peer companies, risk-free rates using the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term, and dividend yield based on the Company’s history of paying no dividends and expectation of paying no cash dividends on its common stock. |
Net loss per share attributable to common stockholders | Net loss per share attributable to common stockholders The Company follows the two-class method when computing net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net loss per share attributable to common stockholders is computed using the weighted-average number of shares of common stock outstanding during the period excluding unvested restricted stock subject to repurchase. Diluted net loss per share attributable to common stockholders is computed using the sum of the weighted-average number of shares of common stock outstanding during the period and the effect of dilutive securities. The Company’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. As the Company was in a net loss position for the years ended December 31, 2023 and 2022, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders because the effects of potentially dilutive securities are antidilutive. |
Comprehensive loss | Comprehensive loss Comprehensive loss represents the change in the Company’s stockholders’ deficit from all sources other than investments by or distributions to stockholders. The Company has no items of other comprehensive loss; as such, net loss equals comprehensive loss. |
Emerging growth company status | Emerging growth company status The Company is an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Recently adopted accounting pronouncements / Recently issued accounting pronouncements not yet adopted | Recently adopted accounting pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The Company adopted ASU 2016-13 on January 1, 2023, using a modified retrospective approach. The adoption did not have a material impact on the Company’s financial statements. Recently issued accounting pronouncements not yet adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures. ASU 2023-07 requires disclosure of incremental segment information on an interim and annual basis and provides new segment disclosure requirements for entities with a single reportable segment. ASU 2023-07 is effective for all public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal periods beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. The Company is assessing the impact of the adoption of this standard on its financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes—Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires consistent categories and greater disaggregation of information in the rate reconciliation, income taxes paid disaggregated by jurisdiction and certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for the Company beginning on January 1, 2025, with early adoption permitted. The Company is assessing the impact of the adoption of this standard on its financial statements. From time to time, new accounting pronouncements are issued by the FASB or other standard-setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the accompanying financial statements and disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Useful Lives of Assets | Depreciation is calculated using the straight-line method over the useful lives of the assets as follows: Laboratory equipment 3 to 5 years Furniture and fixtures 3 to 5 years Computer equipment 3 to 5 years Leasehold improvements Shorter of useful life or remaining lease term |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy: December 31, 2023 Level 1 Level 2 Level 3 Total (in thousands) Assets: Money market funds $ 398,017 $ — $ — $ 398,017 Total financial assets $ 398,017 $ — $ — $ 398,017 December 31, 2022 Level 1 Level 2 Level 3 Total (in thousands) Liabilities: Derivative liabilities $ — $ — $ 12,705 $ 12,705 Total financial liabilities $ — $ — $ 12,705 $ 12,705 |
Summary of Significant Assumptions Used in Valuation of Derivative Liability | The following table summarizes the significant inputs used in the valuation of the derivative liabilities: On Issuance February 9, Expected term to achievement underlying 0.1 – 0.2 — Probability of achievement of triggering 0.0 % – 95.0 % 100.0 % Discount rate 75.0 % 75.0 % |
Summary of Change in Estimated Fair Value of Derivative Liabilities | The following table provide a summary of the change in the estimated fair value of the Company’s derivative liabilities during the year ended December 31, 2023: Derivative (in thousands) Balance as of December 31, 2022 $ 12,705 Additions (1) 2,133 Change in fair value ( 6,453 ) Settlement ( 8,385 ) Balance as of December 31, 2023 $ — (1) The additions to derivative liabilities in the year ended December 31, 2023 relate to the embedded derivative bifurcated from the final tranche of the 2022 Convertible Notes that was issued in January 2023. |
Summary of Significant Inputs Used in Valuation of Financial Commitment Liabilities | The following table summarizes the significant inputs used in the valuation of the financial commitment liabilities on issuance: April 2022 October 2022 Expected term to achievement of milestone (in years) 0.3 – 0.5 0.1 – 0.3 Probability of achievement of milestone 81.0 % – 90.0 % 90.3 % – 95.0 % Discount rate 1.2 % – 1.9 % 3.9 % – 4.4 % |
Summary of Series Seed Tranche Commitment | The Series Seed tranche commitment is considered a contingent forward and the standard forward pricing model was used to measure the fair value on issuance using Level 3 inputs as follows: Series Seed Tranche Commitment Expected term to achievement of milestone (in years) 0.9 Probability of achievement of milestone 90.0 % Discount rate 0.1 % |
Summary of Assumptions used to Redeemable Convertible Preferred Stock Tranche Asset and Liability | The redeemable convertible preferred stock tranche obligations are considered a contingent forward and the standard forward pricing model was used for the option pricing model with the following key assumptions: Redeemable Convertible Redeemable Convertible On On Settlement On On Settlement Expected term to achievement of 0.4 — 0.8 — Probability of achievement of 90.0 % 100 % 63.0 % 99.0 % Discount rate 4.9 % — 4.9 % 5.6 % |
Summary of Changes in Fair Value of Redeemable Convertible Preferred Stock Tranche | The following table summarizes the changes in the fair value of the redeemable convertible preferred stock tranche asset and liability: Redeemable Redeemable (in thousands) Balance as of December 31, 2022 $ — $ — Initial recognition 1,788 ( 9,105 ) Change in fair value 122 ( 8,905 ) Settlement ( 1,910 ) 18,010 Balance as of December 31, 2023 $ — $ — |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Balance Sheet Components [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: December 31, 2023 2022 (in thousands) Prepaid research and development $ 825 $ 1,428 Other receivables 1,739 476 Prepaid other 1,181 151 Total prepaid expenses and other current assets $ 3,745 $ 2,055 |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following: December 31, 2023 2022 (in thousands) Laboratory equipment $ 9,644 $ 2,712 Furniture and fixtures 87 34 Computer equipment 593 47 Leasehold improvements 134 105 Construction in progress 1,833 891 Property and equipment at cost 12,291 3,789 Less: accumulated depreciation ( 1,912 ) ( 421 ) Property and equipment, net $ 10,379 $ 3,368 |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: December 31, 2023 2022 (in thousands) Accrued compensation and related expenses $ 5,391 $ 2,385 Accrued purchases of property and equipment 112 623 Accrued deferred offering costs related to the initial public offering 95 — Other 1,031 383 Total accrued expenses and other current liabilities $ 6,629 $ 3,391 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Lessee Disclosure [Abstract] | |
Summary of Future Payments Associated with Company's Operating Lease Liabilities | The future payments associated with the Company’s operating lease liabilities as of December 31, 2023 are as follows: Amount (in thousands) 2024 $ 2,988 2025 4,676 2026 7,224 2027 7,441 Thereafter 25,784 Total undiscounted lease payments 48,113 Less: imputed interest ( 19,572 ) Total operating lease liabilities $ 28,541 |
Summary of Total Lease Costs and Other Information | A summary of total lease costs and other information for the periods relating to the Company’s operating leases was as follows: Year ended 2023 2022 (in thousands) Operating lease cost $ 2,873 $ 1,282 Variable lease cost 620 317 Sublease income ( 290 ) ( 240 ) Total lease cost $ 3,203 $ 1,359 |
Summary of Weighted-average Remaining Lease Term and Discount Rate | December 31, 2023 2022 Other information: Weighted-average remaining lease term (in years) 6.7 1.9 Weighted-average discount rate 13.6 % 9.6 % |
Schedule of Supplemental Cash Flow and Noncash Information Related to Operating Leases | Supplemental cash flow and noncash information related to the Company’s operating leases were as follows: Year ended 2023 2022 (in thousands) Cash flows from operating activities: Cash paid for amounts included in the measurement of $ 2,495 $ 1,312 Right-of-use assets obtained in exchange for lease Total right-of-use assets capitalized $ 28,258 $ — |
Preferred Stock (Tables)
Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Class of Stock Disclosures [Abstract] | |
Summary of Convertible Preferred Stock | As of December 31, 2022, convertible preferred stock consisted of the following: December 31, 2022 Shares Shares Issued Original Liquidation Carrying (in thousands, except share and per share amounts) Series Seed 11,000,000 810,700 $ 13.57 $ 11,000 $ 10,855 Total 11,000,000 810,700 $ 11,000 $ 10,855 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Summary of Reserved Common Stock For Issuance | The Company’s reserved common stock on an as-converted basis for issuance was as follows: December 31, 2023 2022 Convertible preferred stock — 810,700 Common stock options issued and outstanding under the Plans 3,720,455 167,882 Remaining shares available for issuance under the Plan 3,893,858 22,928 Remaining shares available for issuance under the ESPP 386,725 — Total reserved common stock 8,001,038 1,001,510 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | Stock option activity for year ended December 31, 2023 was as follows: Number of Options Weighted-Average Weighted- Aggregate Outstanding at December 31, 2022 167,882 $ 1.09 9.65 $ — Granted 3,928,714 7.64 Exercised ( 27,787 ) 1.23 Cancelled and forfeited ( 348,354 ) 5.32 Outstanding at December 31, 2023 3,720,455 $ 7.61 9.49 $ 57,821 Vested and expected to vest, December 31, 2023 3,720,455 $ 7.61 9.49 $ 57,821 Exercisable at December 31, 2023 128,968 $ 4.46 9.13 $ 2,410 |
Summary of Restricted Stock Activity | The following table summarizes the Company’s restricted stock activity: Number of Weighted-Average Unvested as of December 31, 2022 529,110 $ 0.93 Issued 1,874 3.94 Repurchased ( 14,652 ) 0.63 Vested ( 276,633 ) 1.18 Unvested as of December 31, 2023 239,699 $ 0.93 |
Summary of Stock Based Compensation Expense | Total stock-based compensation expense recorded in the statements of operations and comprehensive loss was as follows: Year ended 2023 2022 (in thousands) General and administrative $ 1,965 $ 217 Research and development 1,362 80 Total stock-based compensation expense $ 3,327 $ 297 |
Summary of Estimated Grant Date Fair Value of Awards | The estimated grant-date fair value of awards granted was calculated based on the following assumptions: Year ended December 31, 2023 2022 Expected term (in years) 5.2 – 6.4 2.8 – 6.1 Expected volatility 84.6 % – 97.7 % 84.6 % – 89.8 % Expected dividend — — Risk-free interest rate 3.2 % – 4.7 % 3.0 % – 4.7 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary of Reconciliation of Effective Tax Rate for Income Taxes | The reconciliation of the effective tax rate for income taxes from the federal statutory rate were as follows: Year ended December 31, 2023 2022 U.S. federal taxes at statutory rate 21.0 % 21.0 % State tax – net of federal 0.3 ( 1.8 ) Federal tax credits 0.2 7.8 Change in valuation allowance ( 19.8 ) ( 23.4 ) Stock-based compensation ( 0.4 ) ( 0.1 ) Non-deductible expenses ( 1.3 ) ( 3.2 ) Other - ( 0.3 ) Total — % — % |
Summary of Income Tax Effect of Temporary Differences of Deferred Tax Assets | The income tax effect of temporary differences that give rise to significant portions of the Company’s deferred tax assets at December 31, 2023 and 2022 is presented below: December 31, 2023 2022 (in thousands) Deferred tax assets: Depreciation and amortization $ — $ 1,220 Capitalized research and development costs 17,935 6,009 Net operating loss carryforwards 2,277 1,244 Accrued expenses and other current liabilities 48 97 Operating lease liabilities 6,133 441 Tax credit carryforwards 2,658 2,350 Capitalized startup costs 7,670 — Stock-based compensation 301 3 Total deferred tax assets 37,022 11,364 Deferred tax liabilities Right of use assets ( 6,064 ) ( 465 ) Fixed assets ( 601 ) — Total deferred tax liabilities ( 6,665 ) ( 465 ) Total net deferred tax assets 30,357 10,899 Less: valuation allowance ( 30,357 ) ( 10,899 ) Net deferred tax assets $ — $ — |
Summary of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: December 31, 2023 2022 (in thousands) Balance at the beginning of the year $ 872 $ 35 Increases based on tax positions related to current year 717 837 Increases based on tax positions related to prior years 62 - Reductions based on tax positions related to prior years ( 417 ) - Balance at end of year $ 1,234 $ 872 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Diluted Net Loss per Share Attributable to Common Stockholders | A reconciliation of net loss attributable to common stockholders and the number of shares in the calculation of basic and diluted loss per share was as follows: Year ended 2023 2022 (in thousands, except share and per share amounts) Numerator: Net loss attributable to common stockholders $ ( 98,147 ) $ ( 40,951 ) Denominator: Weighted-average shares used in computing net loss per 5,938,782 392,268 Net loss per share attributable to common $ ( 16.53 ) $ ( 104.40 ) |
Summary of Potentially Dilutive Shares | The following potentially dilutive shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis): December 31, 2023 2022 Outstanding stock options 3,720,455 167,882 Restricted stock awards subject to repurchase 239,699 529,110 Convertible preferred stock, as converted — 810,700 2022 Convertible Notes, as converted — 2,870,397 Total 3,960,154 4,378,089 |
Organization - Additional Infor
Organization - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Nov. 21, 2023 | Nov. 14, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 28, 2023 | |
Organization [Line Items] | |||||
Stockholders' equity, reverse stock split | 13.5685-for-1 basis | ||||
Aggregate shares issued at public offering | 18,750,000 | ||||
Public offering price of shares | $ 15 | ||||
Net proceeds from issuance of initial public offering | $ 296,607 | ||||
Shares converted (in shares) | 18,836,561 | ||||
Redeemable convertible preferred stock, shares outstanding | 0 | 810,700 | |||
Temporary Equity, Shares Outstanding | 0 | 810,700 | |||
Redeemable convertible preferred stock, shares authorized | 0 | 11,000,000 | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 29,000,000 | 320,000,000 | |
Common Stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Convertible preferred stock, shares authorized | 50,000,000 | 11,000,000 | |||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 | |||
Accumulated deficit | $ (145,146) | $ (46,999) | |||
Cash and cash equivalents | 405,732 | 1,872 | |||
Cash flows from operations | $ (81,164) | $ (29,072) | |||
IPO | |||||
Organization [Line Items] | |||||
Additional shares issued to underwriters of IPO | 2,512,181 | ||||
Net proceeds from issuance of initial public offering | $ 291,000 | ||||
Shares converted (in shares) | 18,836,561 | ||||
Common stock, shares authorized | 500,000,000 | ||||
Common Stock, par value | $ 0.001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Segment MaterialShortTermLease | Dec. 31, 2022 USD ($) MaterialShortTermLease | Nov. 14, 2023 USD ($) | |
Debt Instrument [Line Items] | |||
Number of operating segment | Segment | 1 | ||
Number of reporting segment | Segment | 1 | ||
Impairments of long-lived assets | $ 0 | $ 0 | |
Interest or penalties charged in relation to unrecognized tax benefits | $ 0 | ||
Number of material short-term leases | MaterialShortTermLease | 0 | 0 | |
IPO | |||
Debt Instrument [Line Items] | |||
Deferred offering costs | $ 5,600,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Useful Lives of Assets (Details) | Dec. 31, 2023 |
Laboratory Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 3 years |
Laboratory Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 5 years |
Furniture and Fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 3 years |
Furniture and Fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 5 years |
Computer Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 3 years |
Computer Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 5 years |
Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember |
Fair Value Measurement - Financ
Fair Value Measurement - Financial Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Feb. 28, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liabilities | $ 0 | $ 8,400 | $ 12,705 |
Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market funds | 398,017 | ||
Total financial assets | 398,017 | ||
Derivative liabilities | 12,705 | ||
Total financial liabilities | 12,705 | ||
Fair Value, Recurring | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market funds | 398,017 | ||
Total financial assets | $ 398,017 | ||
Fair Value, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liabilities | 12,705 | ||
Total financial liabilities | $ 12,705 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Significant Assumptions Used in Valuation of Derivative Liability (Details) | Jan. 18, 2023 | Feb. 09, 2023 |
Probability of Achievement of Triggering Event | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 1 | |
Discount Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0.75 | 0.75 |
Minimum | Expected Term to Achievement Underlying Triggering Event | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input, expected term | 1 month 6 days | |
Minimum | Probability of Achievement of Triggering Event | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0 | |
Maximum | Expected Term to Achievement Underlying Triggering Event | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input, expected term | 2 months 12 days | |
Maximum | Probability of Achievement of Triggering Event | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0.95 |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Change in Estimated Fair Value of Derivative Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Balance, start | $ 12,705 | |
Additions | 2,133 | |
Change in fair value | (6,453) | $ 1,216 |
Settlement | (8,385) | |
Balance, end | $ 0 | $ 12,705 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - USD ($) $ in Millions | Oct. 27, 2023 | Oct. 31, 2022 | Apr. 30, 2022 |
October 2022 Convertible Notes | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of financial commitment liabilities | $ 1.2 | ||
October 2022 Convertible Notes | Related Party | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Financial commitment liabilities | $ 0.7 | ||
April 2022 Convertible Notes | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of financial commitment liabilities | $ 0.7 | ||
April 2022 Convertible Notes | Related Party | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Financial commitment liabilities | $ 0.4 | ||
Stay-Private Scenario | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Probability weighted percentage | 30% | ||
IPO Scenario | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Probability weighted percentage | 70% | ||
Estimated value of redeemable convertible preferred stock | $ 380 | ||
Duration of late IPO exit | 3 months 18 days | ||
IPO Scenario | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Duration of early IPO exit | 1 month 6 days |
Fair Value Measurement - Summ_3
Fair Value Measurement - Summary of Significant Inputs Used in Valuation of Financial Commitment Liabilities (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Minimum | April 2022 Convertible Notes | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected term to achievement of milestone | 3 months 18 days |
Probability of achievement of milestone | 81% |
Discount rate | 1.20% |
Minimum | October 2022 Convertible Notes | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected term to achievement of milestone | 1 month 6 days |
Probability of achievement of milestone | 90.30% |
Discount rate | 3.90% |
Maximum | April 2022 Convertible Notes | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected term to achievement of milestone | 6 months |
Probability of achievement of milestone | 90% |
Discount rate | 1.90% |
Maximum | October 2022 Convertible Notes | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected term to achievement of milestone | 3 months 18 days |
Probability of achievement of milestone | 95% |
Discount rate | 4.40% |
Fair Value Measurement - Summ_4
Fair Value Measurement - Summary of Series Seed Tranche Commitment (Details) - Level 3 | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Series Seed tranche commitment, Expected term to achievement of milestone | 10 months 24 days |
Series Seed tranche commitment, Probability of achievement of milestone | 90% |
Series Seed tranche commitment, Discount rate | 0.10% |
Fair Value Measurement - Summ_5
Fair Value Measurement - Summary of Assumptions used to Redeemable Convertible Preferred Stock Tranche Asset and Liability (Details) | Feb. 09, 2023 | Oct. 27, 2023 | Jul. 07, 2023 |
Redeemable Convertible Preferred Stock Tranche Liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected term to achievement of milestone | 9 months 18 days | ||
Probability of achievement of milestone | 63% | 99% | |
Discount rate | 4.90% | 5.60% | |
Redeemable Convertible Preferred Stock Tranche Asset | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected term to achievement of milestone | 4 months 24 days | ||
Probability of achievement of milestone | 90% | 100% | |
Discount rate | 4.90% |
Fair Value Measurement - Summ_6
Fair Value Measurement - Summary of Changes in Fair Value of Redeemable Convertible Preferred Stock Tranche (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Redeemable Convertible Preferred Stock Tranche Liability | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Balance, Start | $ 0 |
Initial recognition | (9,105) |
Change in fair value | 8,905 |
Settlement | (18,010) |
Balance, End | 0 |
Redeemable Convertible Preferred Stock Tranche Asset | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Balance, Start | 0 |
Initial recognition | 1,788 |
Change in fair value | 122 |
Settlement | (1,910) |
Balance, End | $ 0 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid research and development | $ 825 | $ 1,428 |
Other receivables | 1,739 | 476 |
Prepaid other | 1,181 | 151 |
Total prepaid expenses and other current assets | $ 3,745 | $ 2,055 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | $ 12,291 | $ 3,789 |
Less: accumulated depreciation | (1,912) | (421) |
Property and equipment, net | 10,379 | 3,368 |
Laboratory Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | 9,644 | 2,712 |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | 87 | 34 |
Computer Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | 593 | 47 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | 134 | 105 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | $ 1,833 | $ 891 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Balance Sheet Components [Abstract] | ||
Depreciation expense | $ 1,491 | $ 404 |
Balance Sheet Components - Su_3
Balance Sheet Components - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Expenses and Other Current Liabilities [Abstract] | ||
Accrued compensation and related expenses | $ 5,391 | $ 2,385 |
Accrued purchases of property and equipment | 112 | 623 |
Accrued deferred offering costs related to the initial public offering | 95 | |
Other | 1,031 | 383 |
Total accrued expenses and other current liabilities | $ 6,629 | $ 3,391 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) ft² SubleaseAgreement | |
Lessee, Lease, Description [Line Items] | |
Leases, term of contract | 7 years |
Lessee, Operating Lease, Existence of Option to Extend [true false] | true |
Lease renewal term | 3 years |
Number of sublease agreements | SubleaseAgreement | 2 |
Area subleased | ft² | 2,300 |
Payments due within 12 months | $ | $ 2,988 |
Total undiscounted lease payments | $ | $ 48,113 |
San Carlos, California | |
Lessee, Lease, Description [Line Items] | |
Lease space | ft² | 99,557 |
San Mateo, California | |
Lessee, Lease, Description [Line Items] | |
Lease space | ft² | 31,117 |
Lease expiration date | Nov. 30, 2024 |
Letter of Credit | |
Lessee, Lease, Description [Line Items] | |
Letter of credit | $ | $ 600 |
Leases - Summary of Future Paym
Leases - Summary of Future Payments Associated with Company's Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 2,988 |
2025 | 4,676 |
2026 | 7,224 |
2027 | 7,441 |
Thereafter | 25,784 |
Total undiscounted lease payments | 48,113 |
Less: imputed interest | (19,572) |
Total operating lease liabilities | $ 28,541 |
Leases - Summary of Total Lease
Leases - Summary of Total Lease Costs and Other Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 2,873 | $ 1,282 |
Variable lease cost | 620 | 317 |
Sublease income | (290) | (240) |
Total lease cost | $ 3,203 | $ 1,359 |
Leases - Summary of Weighted-av
Leases - Summary of Weighted-average Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted-average remaining lease term (in years) | 6 years 8 months 12 days | 1 year 10 months 24 days |
Weighted-average discount rate | 13.60% | 9.60% |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow and Noncash Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 2,495 | $ 1,312 |
Total right-of-use assets capitalized | $ 28,258 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 12 Months Ended | |||||
Feb. 28, 2023 USD ($) $ / shares shares | Jan. 31, 2023 USD ($) | Oct. 31, 2022 USD ($) Tranche | Apr. 30, 2022 USD ($) Tranche | Dec. 31, 2022 USD ($) | Oct. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Jan. 31, 2022 USD ($) | |
Convertible Notes [Line Items] | |||||||||
Derivative liabilities | $ 8,400,000 | $ 12,705,000 | $ 0 | $ 12,705,000 | |||||
Loss on extinguishment of convertible notes | $ (2,316,000) | ||||||||
Series A-2 Redeemable Convertible Preferred Stock | |||||||||
Convertible Notes [Line Items] | |||||||||
Preferred stock, convertible, conversion price | $ / shares | $ 10.18 | ||||||||
Issuance of redeemable convertible preferred stock upon conversion of convertible notes, shares | shares | 3,229,851 | 3,229,851 | |||||||
Outstanding principal and accrued interest | $ 32,900,000 | ||||||||
Redeemable convertible preferred stock | 35,600,000 | ||||||||
Non-cash Interest Expense | |||||||||
Convertible Notes [Line Items] | |||||||||
Non-cash Interest expense | $ 1,600,000 | 4,900,000 | |||||||
October 2022 Convertible Notes | |||||||||
Convertible Notes [Line Items] | |||||||||
Number of tranches | Tranche | 3 | ||||||||
Payments of debt issuance costs | $ 16,000 | ||||||||
Maturity date | Oct. 28, 2023 | ||||||||
Proceeds from convertible notes | $ 12,000,000 | ||||||||
Fair value of financial commitment liabilities | 1,200,000 | $ 1,200,000 | |||||||
Carrying value of financial commitment liabilities | $ 700,000 | ||||||||
2022 Convertible Notes | |||||||||
Convertible Notes [Line Items] | |||||||||
Convertible notes, interest rate | 6% | ||||||||
Conversion price | $ / shares | $ 20.36 | ||||||||
Convertible preferred stock issued at lowest cash price per share | 75% | ||||||||
Percentage outstanding convertible debt redeemable in cash | 200% | ||||||||
Percentage outstanding interest on convertible debt redeemable in cash | 100% | ||||||||
Percentage of common stock convertible debt other investors | 10% | ||||||||
Derivative liabilities | $ 13,600,000 | ||||||||
Derivative Liability Statement Of Financial Position Extensible Enumeration Not Disclosed Flag | Derivative liabilities | ||||||||
Convertible notes | $ 24,900,000 | ||||||||
2022 Convertible Notes | Minimum | |||||||||
Convertible Notes [Line Items] | |||||||||
Qualified financing amount for conversion of convertible debt | $ 50,000,000 | ||||||||
First Two Tranche | October 2022 Convertible Notes | |||||||||
Convertible Notes [Line Items] | |||||||||
Proceeds from convertible notes | 8,500,000 | ||||||||
Third Tranche | October 2022 Convertible Notes | |||||||||
Convertible Notes [Line Items] | |||||||||
Proceeds from convertible notes | $ 3,500,000 | ||||||||
Investor [Member] | Series A-2 Redeemable Convertible Preferred Stock | |||||||||
Convertible Notes [Line Items] | |||||||||
Issuance of redeemable convertible preferred stock upon conversion of convertible notes, shares | shares | 1,833,623 | ||||||||
Related Party | October 2022 Convertible Notes | |||||||||
Convertible Notes [Line Items] | |||||||||
Financial commitment liabilities | 700,000 | 700,000 | |||||||
Related Party | Three Tranches | October 2022 Convertible Notes | |||||||||
Convertible Notes [Line Items] | |||||||||
Proceeds from convertible notes | $ 5,400,000 | ||||||||
Related Party | Third Tranche | October 2022 Convertible Notes | |||||||||
Convertible Notes [Line Items] | |||||||||
Proceeds from convertible notes | $ 2,200,000 | ||||||||
April 2022 Convertible Notes | |||||||||
Convertible Notes [Line Items] | |||||||||
Number of tranches | Tranche | 3 | ||||||||
Payments of debt issuance costs | $ 100,000 | ||||||||
Maturity date | Apr. 26, 2023 | ||||||||
Fair value of financial commitment liabilities | $ 700,000 | ||||||||
Carrying value of financial commitment liabilities | $ 1,200,000 | $ 1,200,000 | |||||||
April 2022 Convertible Notes | Fourth Tranche | |||||||||
Convertible Notes [Line Items] | |||||||||
Debt instrument, available for issuance | 5,000,000 | ||||||||
April 2022 Convertible Notes | Investor [Member] | |||||||||
Convertible Notes [Line Items] | |||||||||
Proceeds from convertible notes | 25,000,000 | ||||||||
April 2022 Convertible Notes | Investor [Member] | Three Tranches | |||||||||
Convertible Notes [Line Items] | |||||||||
Proceeds from convertible notes | $ 20,000,000 | ||||||||
April 2022 Convertible Notes | Related Party | |||||||||
Convertible Notes [Line Items] | |||||||||
Financial commitment liabilities | 400,000 | ||||||||
April 2022 Convertible Notes | Related Party | Three Tranches | |||||||||
Convertible Notes [Line Items] | |||||||||
Proceeds from convertible notes | $ 10,600,000 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Nov. 14, 2023 $ / shares shares | Oct. 31, 2023 USD ($) shares | Jul. 31, 2023 USD ($) shares | Feb. 28, 2023 USD ($) $ / shares shares | Jan. 31, 2022 USD ($) $ / shares shares | Feb. 28, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Class of Stock [Line Items] | ||||||||
Redeemable convertible preferred stock, shares issued | 810,700 | |||||||
Redeemable convertible preferred stock, carrying value | $ | $ 10,855 | |||||||
Shares converted (in shares) | 18,836,561 | |||||||
Convertible preferred stock, shares authorized | 50,000,000 | 11,000,000 | ||||||
Convertible preferred stock, shares outstanding | 810,700 | |||||||
Convertible preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||
Redeemable convertible preferred stock, shares outstanding | 0 | 810,700 | ||||||
Minimum | ||||||||
Class of Stock [Line Items] | ||||||||
Percentage of voting power disposed of redemption event | 50% | |||||||
Series Seed Stock Purchase Agreement | Series Seed Tranche Commitment | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds from the issue and sale of redeemable convertible preferred stock | $ | $ 100 | |||||||
Series A Preferred Stock Purchase Agreement | ||||||||
Class of Stock [Line Items] | ||||||||
Shares converted (in shares) | 18,836,561 | |||||||
Conversion ratio | 1 | |||||||
Convertible preferred stock, shares authorized | 50,000,000 | |||||||
Convertible preferred stock, shares outstanding | 0 | |||||||
Convertible preferred stock, par value | $ / shares | $ 0.001 | |||||||
Series A Preferred Stock Purchase Agreement | Series A-1 Tranche 2 | ||||||||
Class of Stock [Line Items] | ||||||||
Fair value of redeemable convertible preferred stock tranche asset | $ | $ 1,800 | |||||||
Series A Preferred Stock Purchase Agreement | Series A-1 Tranche 3 | ||||||||
Class of Stock [Line Items] | ||||||||
Fair value of redeemable convertible preferred stock tranche liability | $ | $ 9,100 | |||||||
Series Seed Preferred Stock | Series Seed Stock Purchase Agreement | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of redeemable convertible preferred stock, shares | 405,350 | |||||||
Redeemable convertible preferred stock, par value | $ / shares | $ 13.57 | $ 13.57 | ||||||
Redeemable convertible preferred stock, shares issued | 405,350 | |||||||
Issuance of Series Seed convertible preferred stock, shares | 405,350 | |||||||
Proceeds from the issue and sale of redeemable convertible preferred stock | $ | $ 5,500 | $ 5,500 | ||||||
Stock issuance costs | $ | $ 100 | |||||||
Redeemable convertible preferred stock, carrying value | $ | $ 100 | |||||||
Series Seed Preferred Stock | Series Seed Stock Purchase Agreement | Maximum | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of redeemable convertible preferred stock, shares | 810,700 | |||||||
Series A-1 Redeemable Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of redeemable convertible preferred stock, shares | 14,796,010 | |||||||
Stock issuance costs | $ | $ 841 | |||||||
Series A-1 Redeemable Convertible Preferred Stock | Series A Preferred Stock Purchase Agreement | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of redeemable convertible preferred stock, shares | 5,072,919 | |||||||
Proceeds from the issue and sale of redeemable convertible preferred stock | $ | $ 68,100 | |||||||
Series A-1 Redeemable Convertible Preferred Stock | Series A Preferred Stock Purchase Agreement | Series A-1 Tranche 2 | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of redeemable convertible preferred stock, shares | 3,381,941 | 3,381,941 | ||||||
Redeemable convertible preferred stock, par value | $ / shares | $ 13.57 | |||||||
Proceeds from the issue and sale of redeemable convertible preferred stock | $ | $ 45,800 | |||||||
Fair value of redeemable convertible preferred stock tranche asset | $ | $ 1,900 | |||||||
Series A-1 Redeemable Convertible Preferred Stock | Series A Preferred Stock Purchase Agreement | Series A-1 Tranche 3 | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of redeemable convertible preferred stock, shares | 6,341,150 | |||||||
Proceeds from the issue and sale of redeemable convertible preferred stock | $ | $ 86,000 | |||||||
Issuance of redeemable convertible preferred stock, shares | 6,341,150 | |||||||
Redeemable convertible preferred stock, par value | $ / shares | $ 13.57 | |||||||
Fair value of redeemable convertible preferred stock tranche liability | $ | $ 18,000 | |||||||
Series A-2 Redeemable Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of redeemable convertible preferred stock upon conversion of convertible notes, shares | 3,229,851 | 3,229,851 | ||||||
Preferred stock, convertible, conversion price | $ / shares | $ 10.18 | |||||||
Redeemable Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Redeemable convertible preferred stock, carrying value | $ | $ 0 | |||||||
Redeemable convertible preferred stock, shares outstanding | 0 |
Preferred Stock - Summary of Co
Preferred Stock - Summary of Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 14, 2023 | Dec. 31, 2022 |
Temporary Equity [Line Items] | ||
Redeemable convertible preferred stock, shares authorized | 0 | 11,000,000 |
Redeemable convertible preferred stock, shares issued | 810,700 | |
Redeemable convertible preferred stock, shares outstanding | 0 | 810,700 |
Redeemable convertible preferred stock, liquidation preference | $ 11,000 | |
Redeemable convertible preferred stock, carrying value | $ 10,855 | |
Series Seed | ||
Temporary Equity [Line Items] | ||
Redeemable convertible preferred stock, shares authorized | 11,000,000 | |
Redeemable convertible preferred stock, shares issued | 810,700 | |
Redeemable convertible preferred stock, shares outstanding | 810,700 | |
Redeemable convertible preferred stock, original issuance price | $ 13.57 | |
Redeemable convertible preferred stock, liquidation preference | $ 11,000 | |
Redeemable convertible preferred stock, carrying value | $ 10,855 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2023 | Nov. 14, 2023 | Feb. 28, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||
Common stock voting rights | one | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 320,000,000 | 29,000,000 |
Common Stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
IPO | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 500,000,000 | |||
Common Stock, par value | $ 0.001 |
Common Stock - Summary of Reser
Common Stock - Summary of Reserved Common Stock For Issuance (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Total reserved common stock | 8,001,038 | 1,001,510 |
Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Total reserved common stock | 810,700 | |
Common Stock Options Issued And Outstanding Under The Plans | ||
Class of Stock [Line Items] | ||
Total reserved common stock | 3,720,455 | 167,882 |
Remaining shares available for issuance under the Plan | ||
Class of Stock [Line Items] | ||
Total reserved common stock | 3,893,858 | 22,928 |
Remaining Shares Available for Issuance Under the ESPP | ||
Class of Stock [Line Items] | ||
Total reserved common stock | 386,725 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Nov. 14, 2023 | Apr. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock, capital shares reserved for future issuance | 8,001,038 | 1,001,510 | ||
Option granted | $ 7.64 | |||
Restricted stock award description | The restricted stock awards are subject to the repurchase right upon termination of services at a repurchase price lower of (i) the fair market value on the date of repurchase or (ii) their original purchase price no later than nine months after such termination. Shares purchased by employees pursuant to restricted stock awards are not deemed, for accounting purposes, to be issued until those shares vest according to their respective vesting schedules | |||
Share repurchase liability | $ 100,000 | $ 200,000 | ||
Restricted Stock Award | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ 100,000 | |||
Unrecognized stock-based compensation expense, weighted average period of recognition | 2 years 3 months 18 days | |||
Number of awards, Granted | 1,874 | |||
Number of awards, Vested | 276,633 | |||
Stock-based compensation expense | $ 3,327,000 | $ 297,000 | ||
Performance Awards | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 200,000 | |||
2023 Incentive Award Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock, capital shares reserved for future issuance | 3,893,858 | |||
Percentage of outstanding stock maximum | 5% | |||
Stock option expiration period | 10 years | |||
Percentage of price of shares granted at fair value | 100% | |||
2023 Incentive Award Plan | 10% Stockholder | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Percentage of price of shares granted at fair value | 110% | |||
2023 Incentive Award Plan | 10% Stockholder | Maximum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock option expiration period | 5 years | |||
2023 Incentive Award Plan | Incentive Stock Options | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock option expiration period | 10 years | |||
Vesting period | 4 years | |||
2021 Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock, capital shares reserved for future issuance | 4,212,860 | |||
2021 Plan | Remaining Shares Available For Issuance Under The 2021 Plans | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock, capital shares reserved for future issuance | 6,022 | |||
Stock Options | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Estimated weighted-average grant-date fair value of options granted | $ 6.1 | $ 0.79 | ||
Aggregate intrinsic value option exercised | $ 300,000 | $ 0 | ||
Weighted-average grant-date per share fair value of options | $ 6.1 | $ 0.79 | ||
Unrecognized compensation expense | $ 19,800,000 | |||
Unrecognized stock-based compensation expense, weighted average period of recognition | 3 years 3 months 18 days | |||
2023 ESPP Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Shares authorized for issuance | 0 | |||
Common stock, capital shares reserved for future issuance | 386,725 | |||
Percentage of outstanding stock maximum | 1% | |||
Stock option expiration period | 10 years | |||
Percentage of price of shares granted at fair value | 85% | |||
Number of shares issued under plan | 6,561,663 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding, Beginning balance | 167,882 | |
Granted | 3,928,714 | |
Exercised | (27,787) | |
Cancelled and forfeited | (348,354) | |
Outstanding, Ending balance | 3,720,455 | 167,882 |
Vested and expected to vest, December 31, 2023 | 3,720,455 | |
Exercisable at December 31, 2023 | 128,968 | |
Weighted Average Exercise Price | ||
Beginning balance | $ 1.09 | |
Granted | 7.64 | |
Exercised | 1.23 | |
Cancelled and forfeited | 5.32 | |
Ending balance | 7.61 | $ 1.09 |
Vested and expected to vest, December 31, 2023 | 7.61 | |
Exercisable at December 31, 2023 | $ 4.46 | |
Weighted Average Remaining Contractual Term (in years) | ||
Outstanding | 9 years 5 months 26 days | 9 years 7 months 24 days |
Vested and expected to vest, December 31, 2023 | 9 years 5 months 26 days | |
Exercisable at December 31, 2023 | 9 years 1 month 17 days | |
Aggregate Intrinsic Value | ||
Ending balance | $ 57,821 | |
Vested and expected to vest, December 31, 2023 | 57,821 | |
Exercisable at December 31, 2023 | $ 2,410 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Activity (Details) - Restricted Stock Award | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unvested, Number of Awards, Beginning balance | shares | 529,110 |
Number of Awards, Issued | shares | 1,874 |
Number of Awards, Repurchased | shares | (14,652) |
Number of Awards, Vested | shares | (276,633) |
Unvested, Number of Awards, Ending balance | shares | 239,699 |
Unvested, Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 0.93 |
Weighted Average Grant Date Fair Value, Issued | $ / shares | 3.94 |
Repurchased, Weighted Average Grant Date Fair Value | $ / shares | 0.63 |
Vested, Weighted Average Grant Date Fair Value | $ / shares | 1.18 |
Unvested, Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 0.93 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Stock Based Compensation Expense (Details) - Restricted Stock Award - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 3,327 | $ 297 |
General and Administrative | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 1,965 | 217 |
Research and Development | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 1,362 | $ 80 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Estimated Grant Date Fair Value of Awards (Details) - Stock Options and Restricted Stock Awards | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility, Minimum | 84.60% | 84.60% |
Expected volatility, Maximum | 97.70% | 89.80% |
Risk-free interest rate, Minimum | 3.20% | 3% |
Risk-free interest rate, Maximum | 4.70% | 4.70% |
Minimum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 2 months 12 days | 2 years 9 months 18 days |
Maximum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 4 months 24 days | 6 years 1 month 6 days |
License and Research and Deve_2
License and Research and Development Agreements - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Nov. 30, 2023 | Feb. 28, 2023 | Aug. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Research and development expense | $ 75,791,000 | $ 29,373,000 | |||||
Other non-current liabilities | 225,000 | 250,000 | |||||
Stanford License | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Upfront payment | $ 50,000 | ||||||
Issuance of common shares for license, shares | 67,605 | ||||||
Issuance of common shares for license, fair value | $ 100,000 | ||||||
Research and development expense | 200,000 | 20,000 | 200,000 | ||||
Stanford License | Maximum | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Annual license maintenance fees | 100,000 | ||||||
Stanford License | Maximum | Development Milestones | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Milestone payments | 4,000,000 | ||||||
Stanford License | Maximum | Sales Milestones | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Milestone payments | $ 7,500,000 | ||||||
Oxford License and Supply Agreement | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Upfront license fee | $ 200,000 | ||||||
Oxford License and Supply Agreement | Development Milestones | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Research and development expense | 300,000 | 200,000 | |||||
Oxford License and Supply Agreement | Regulatory Milestones | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Milestone payments | 1,000,000 | ||||||
Oxford License and Supply Agreement | Commercial Milestones | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Milestone payments | 8,000,000 | ||||||
Oxford License and Supply Agreement | Research and Development | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Upfront license fee | 200,000 | ||||||
Oxford License and Supply Agreement | Maximum | Development Milestones | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Milestone payments | $ 300,000 | ||||||
2022 NCI License | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Payment of extension royalty | $ 50,000 | ||||||
Non-refundable license fee | 600,000 | 100,000 | 200,000 | ||||
Remaining balance of non refundable license fee | $ 300,000 | ||||||
Accrued non refundable license fee | 400,000 | ||||||
Minimum payment on sale, transfer or lease of PRV | 5,000,000 | ||||||
Termination and expiration clause | NCI may terminate or modify the 2022 NCI License in the event of an uncured material breach, including, but not limited to, if the Company does not meet certain milestones by certain dates, or upon certain insolvency events that remain uncured following the date that is 90 days following written notice of such breach or insolvency event. The Company may terminate the license, or any portion thereof, at its sole discretion at any time upon 60 days written notice to the NCI. | ||||||
2022 NCI License | Accrued Expenses and Other Current Liabilities Member | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Accrued non-refundable upfront fees | $ 100,000 | 100,000 | |||||
2022 NCI License | Other Noncurrent Liabilities | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Accrued non-refundable upfront fees | 200,000 | $ 300,000 | |||||
2022 NCI License | Accrued Clinical and Research and Development Expenses | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Research and development expense | $ 300,000 | ||||||
2022 NCI License | Research and Development | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Non-refundable license fee | 600,000 | ||||||
2022 NCI License | Minimum Annual Royalty | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Research and development expense | $ 600,000 | ||||||
2022 NCI License | Maximum | Development Milestones | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Milestone payments | 1,800,000 | ||||||
2022 NCI License | Maximum | Regulatory Milestones | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Milestone payments | 200,000 | ||||||
2022 NCI License | Maximum | Sales Milestones | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Milestone payments | 16,000,000 | ||||||
2022 NCI License | Minimum | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Minimum annual royalty payments | 50,000 | ||||||
Minimum payment on submission of PRV | $ 500,000 | ||||||
2023 NCI License | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Minimum payment on sale, transfer or lease of PRV | $ 5,000,000 | ||||||
Termination and expiration clause | Unless earlier terminated, the 2023 NCI License will expire upon the expiration of the last to expire licensed patent right. The NCI may terminate or modify the 2023 NCI License in the event of an uncured material breach, including, but not limited to, if the Company does not meet certain milestones by certain dates, or upon certain insolvency events that remain uncured following the date that is 90 days following written notice of such breach or insolvency event. The Company may terminate the license, or any portion thereof, at its sole discretion at any time upon 60 days written notice to the NCI. | ||||||
Non-refundable license fee | 300,000 | ||||||
Payment of reimburse in expense incurred on patent | 100,000 | ||||||
Other non-current liabilities | $ 100,000 | ||||||
2023 NCI License | Accrued Clinical and Research and Development Expenses | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Research and development expense | $ 300,000 | ||||||
2023 NCI License | Research and Development | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Non-refundable license fee | 400,000 | ||||||
2023 NCI License | Minimum Annual Royalty | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Research and development expense | $ 400,000 | ||||||
2023 NCI License | Maximum | Development Milestones | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Milestone payments | 1,700,000 | ||||||
2023 NCI License | Maximum | Regulatory Milestones | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Milestone payments | 100,000 | ||||||
2023 NCI License | Maximum | Sales Milestones | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Milestone payments | 16,000,000 | ||||||
2023 NCI License | Minimum | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Minimum annual royalty payments | 50,000 | ||||||
Minimum payment on submission of PRV | $ 500,000 | ||||||
Stanford University | Stanford License | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Issuance of common shares for license, shares | 22,317 | ||||||
Non-profit Organizations | Stanford License | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Issuance of common shares for license, shares | 27,100 | ||||||
Stanford University Inventors | Stanford License | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Issuance of common shares for license, shares | 18,188 | ||||||
Commercial Milestone Event | Stanford License | Maximum | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Milestone payments | $ 50,000 | ||||||
Certain Additional Milestone Events | Stanford License | Maximum | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Milestone payments | $ 500,000 |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Series A-2 Redeemable Convertible Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Issuance of redeemable convertible preferred stock upon conversion of convertible notes, shares | 3,229,851 | 3,229,851 | |
Investor | Series A-2 Redeemable Convertible Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Issuance of redeemable convertible preferred stock upon conversion of convertible notes, shares | 1,833,623 | ||
Investor | 2022 Convertible Notes | |||
Related Party Transaction [Line Items] | |||
Aggregate principal amount | $ 16 | ||
Related party transaction principal and accrued interest outstanding | $ 18.7 | $ 16.4 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Current income tax expense | $ 0 | $ 0 | |
Deferred income tax expense | 0 | 0 | |
Net operating loss carryforwards | $ 2,277,000 | 1,244,000 | |
Net operating loss carryforwards, limitations on use | The Federal net operating loss carryforwards do not expire and are limited to 80% of taxable income and California net operating loss carryforwards begin to expire in 2040. | ||
Percentage of net operating loss carryforwards of taxable income | 80% | ||
Net increase in the valuation allowance | $ 19,500,000 | 9,600,000 | |
Research and development credit carryforwards | $ 17,935,000 | 6,009,000 | |
Percentage of ownership change of equity points | 50% | ||
Unrecognized tax benefits | $ 1,234,000 | 872,000 | $ 35,000 |
Unrecognized tax benefits of accrued interest and penalties | 0 | $ 0 | |
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 10,800,000 | ||
Research and development credit carryforwards | 2,300,000 | ||
Unrecognized tax benefits | 800,000 | ||
California | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 2,300,000 | ||
Research and development credit carryforwards | 1,900,000 | ||
Unrecognized tax benefits | $ 400,000 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Effective Tax Rate for Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal taxes at statutory rate | 21% | 21% |
State tax - net of federal | 0.30% | (1.80%) |
Federal tax credits | 0.20% | 7.80% |
Change in valuation allowance | (19.80%) | (23.40%) |
Stock-based compensation | (0.40%) | (0.10%) |
Non-deductible expenses | (1.30%) | (3.20%) |
Other | (0.30%) | |
Total | 0% |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Effect of Temporary Differences of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Depreciation and amortization | $ 1,220 | |
Capitalized research and development costs | $ 17,935 | 6,009 |
Net operating loss carryforwards | 2,277 | 1,244 |
Accrued expenses and other current liabilities | 48 | 97 |
Operating lease liabilities | 6,133 | 441 |
Tax credit carryforwards | 2,658 | 2,350 |
Capitalized startup costs | 7,670 | |
Stock-based compensation | 301 | 3 |
Total deferred tax assets | 37,022 | 11,364 |
Deferred tax liabilities | ||
Right of use assets | (6,064) | (465) |
Fixed assets | (601) | |
Total deferred tax liabilities | (6,665) | (465) |
Total net deferred tax assets | 30,357 | 10,899 |
Less: valuation allowance | $ (30,357) | (10,899) |
Net deferred tax assets | $ 0 |
Income Taxes - Summary of Rec_2
Income Taxes - Summary of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at the beginning of the year | $ 872 | $ 35 |
Increases based on tax positions related to current year | 717 | 837 |
Increases based on tax positions related to prior years | 62 | |
Reductions based on tax positions related to prior years | (417) | |
Balance at end of year | $ 1,234 | $ 872 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Computation of Diluted Net Loss per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net Income (Loss) | $ (98,147) | $ (40,951) |
Denominator: | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic | 5,938,782 | 392,268 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted | 5,938,782 | 392,268 |
Net loss per share attributable to common stockholders, basic | $ (16.53) | $ (104.4) |
Net loss per share attributable to common stockholders, diluted | $ (16.53) | $ (104.4) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Potentially Dilutive Shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive potentially dilutive shares excluded from computation of diluted net loss per share | 3,960,154 | 4,378,089 |
Outstanding Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive potentially dilutive shares excluded from computation of diluted net loss per share | 3,720,455 | 167,882 |
Restricted Stock Awards Subject to Repurchase | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive potentially dilutive shares excluded from computation of diluted net loss per share | 239,699 | 529,110 |
Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive potentially dilutive shares excluded from computation of diluted net loss per share | 810,700 | |
2022 Convertible Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive potentially dilutive shares excluded from computation of diluted net loss per share | 2,870,397 |
Subsequent events - Additional
Subsequent events - Additional Information (Details) - Oxford License and Supply Agreement - Subsequent Event [Member] - USD ($) $ in Millions | 1 Months Ended | |
Mar. 31, 2024 | Mar. 13, 2024 | |
Subsequent Event [Line Items] | ||
Additional target fee | $ 0.5 | |
Maximum | ||
Subsequent Event [Line Items] | ||
Milestone Payments | $ 1 |