Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 12, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Current Reporting Status | Yes | |
Trading Symbol | VCNX | |
Entity Registrant Name | Vaccinex, Inc. | |
Entity Central Index Key | 0001205922 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 30,801,110 | |
Entity File Number | 001-38624 | |
Entity Tax Identification Number | 16-1603202 | |
Entity Address, Address Line One | 1895 Mount Hope Avenue | |
Entity Address, City or Town | Rochester | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14620 | |
City Area Code | 585 | |
Local Phone Number | 271-2700 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 22,385 | $ 10,596 |
Accounts receivable | 157 | |
Prepaid expenses and other current assets | 1,057 | 533 |
Total current assets | 23,442 | 11,286 |
Property and equipment, net | 347 | 416 |
TOTAL ASSETS | 23,789 | 11,702 |
Current liabilities: | ||
Accounts payable | 1,721 | 3,169 |
Accrued expenses | 1,505 | 1,937 |
Senior secured convertible debt, net | 2,489 | 8,074 |
Total current liabilities | 5,715 | 13,180 |
Long-term debt | 1,134 | 1,134 |
TOTAL LIABILITIES | 6,849 | 14,314 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity (deficit): | ||
Common stock, par value of $0.0001 per share; 100,000,000 shares authorized as of June 30, 2021, and December 31, 2020; 30,801,962 and 22,388,027 shares issued as of June 30, 2021 and December 31, 2020, respectively; 30,801,110 and 22,387,175 shares outstanding as of June 30, 2021 and December 31, 2020, respectively | 3 | 3 |
Additional paid-in capital | 306,972 | 250,914 |
Treasury stock, at cost; 852 shares of common stock as of June 30, 2021 and December 31, 2020, respectively | (11) | (11) |
Accumulated deficit | (290,024) | (277,481) |
Total Vaccinex, Inc. stockholders’ equity (deficit) | 16,940 | (26,575) |
Noncontrolling interests | 23,963 | |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 16,940 | (2,612) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 23,789 | $ 11,702 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 30,801,962 | 22,388,027 |
Common stock, shares outstanding | 30,801,110 | 22,387,175 |
Treasury stock, common shares | 852 | 852 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 850,000 | |||
Costs and expenses: | ||||
Research and development | $ 4,064,000 | $ 4,557,000 | 9,577,000 | $ 9,966,000 |
General and administrative | 1,605,000 | 1,943,000 | 3,182,000 | 3,693,000 |
Total costs and expenses | 5,669,000 | 6,500,000 | 12,759,000 | 13,659,000 |
Loss from operations | (5,669,000) | (6,500,000) | (11,909,000) | (13,659,000) |
Interest expense | (351,000) | (683,000) | ||
Other income (expense), net | 51,000 | (1,000) | 49,000 | 9,000 |
Loss before provision for income taxes | (5,969,000) | (6,501,000) | (12,543,000) | (13,650,000) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | (5,969,000) | (6,501,000) | (12,543,000) | (13,650,000) |
Net loss attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net loss attributable to Vaccinex, Inc. common stockholders | (5,969,000) | (6,501,000) | (12,543,000) | (13,650,000) |
Comprehensive loss | $ (5,969,000) | $ (6,501,000) | $ (12,543,000) | $ (13,650,000) |
Net loss per share attributable to Vaccinex, Inc. common stockholders, basic and diluted | $ (0.21) | $ (0.39) | $ (0.47) | $ (0.84) |
Weighted-average shares used in computing net loss per share attributable to Vaccinex, Inc. common stockholders, basic and diluted | 28,577,779 | 16,689,399 | 26,897,283 | 16,345,211 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Total Vaccinex,Inc. Stockholders' Deficit | Noncontrolling Interests |
Balance at Dec. 31, 2019 | $ (2,274) | $ 1 | $ 222,403 | $ (11) | $ (248,630) | $ (26,237) | $ 23,963 |
Balance, Shares at Dec. 31, 2019 | 14,887,999 | 852 | |||||
Issuance of Common Shares | 7,476 | $ 1 | 7,475 | 7,476 | |||
Issuance of Common Shares, Shares | 1,468,563 | ||||||
Stock-based compensation | 204 | 204 | 204 | ||||
Stock-based compensation, Shares | 20,000 | ||||||
Exercise of stock options | 4 | 4 | 4 | ||||
Exercise of stock options, Shares | 1,025 | ||||||
Net loss | (7,149) | (7,149) | (7,149) | ||||
Balance at Mar. 31, 2020 | (1,739) | $ 2 | 230,086 | $ (11) | (255,779) | (25,702) | 23,963 |
Balance, Shares at Mar. 31, 2020 | 16,377,587 | 852 | |||||
Balance at Dec. 31, 2019 | (2,274) | $ 1 | 222,403 | $ (11) | (248,630) | (26,237) | 23,963 |
Balance, Shares at Dec. 31, 2019 | 14,887,999 | 852 | |||||
Net loss | (13,650) | ||||||
Balance at Jun. 30, 2020 | (5,578) | $ 2 | 232,748 | $ (11) | (262,280) | (29,541) | 23,963 |
Balance, Shares at Jun. 30, 2020 | 17,023,824 | 852 | |||||
Balance at Mar. 31, 2020 | (1,739) | $ 2 | 230,086 | $ (11) | (255,779) | (25,702) | 23,963 |
Balance, Shares at Mar. 31, 2020 | 16,377,587 | 852 | |||||
Issuance of Common Shares | 2,296 | 2,296 | 2,296 | ||||
Issuance of Common Shares, Shares | 642,112 | ||||||
Stock-based compensation | 366 | 366 | 366 | ||||
Exchange of partnership units for common shares (Note 10), Shares | 4,125 | ||||||
Net loss | (6,501) | (6,501) | (6,501) | ||||
Balance at Jun. 30, 2020 | (5,578) | $ 2 | 232,748 | $ (11) | (262,280) | (29,541) | 23,963 |
Balance, Shares at Jun. 30, 2020 | 17,023,824 | 852 | |||||
Balance at Dec. 31, 2020 | (2,612) | $ 3 | 250,914 | $ (11) | (277,481) | (26,575) | 23,963 |
Balance, Shares at Dec. 31, 2020 | 22,388,027 | 852 | |||||
Issuance of Common Shares | 32,848 | 32,848 | 32,848 | ||||
Issuance of Common Shares, Shares | 5,937,900 | ||||||
Common shares issuance costs | (985) | (985) | (985) | ||||
Stock-based compensation | 104 | 104 | 104 | ||||
Shares issued for compensation, Shares | 9,979 | ||||||
Exchange of partnership units for common shares (Note 10) | 2,000 | 2,000 | (2,000) | ||||
Exchange of partnership units for common shares (Note 10), Shares | 109,900 | ||||||
Net loss | (6,574) | (6,574) | (6,574) | ||||
Balance at Mar. 31, 2021 | 22,781 | $ 3 | 284,881 | $ (11) | (284,055) | 818 | 21,963 |
Balance, Shares at Mar. 31, 2021 | 28,445,806 | 852 | |||||
Balance at Dec. 31, 2020 | (2,612) | $ 3 | 250,914 | $ (11) | (277,481) | (26,575) | 23,963 |
Balance, Shares at Dec. 31, 2020 | 22,388,027 | 852 | |||||
Net loss | (12,543) | ||||||
Balance at Jun. 30, 2021 | 16,940 | $ 3 | 306,972 | $ (11) | (290,024) | 16,940 | |
Balance, Shares at Jun. 30, 2021 | 30,801,962 | 852 | |||||
Balance at Mar. 31, 2021 | 22,781 | $ 3 | 284,881 | $ (11) | (284,055) | 818 | 21,963 |
Balance, Shares at Mar. 31, 2021 | 28,445,806 | 852 | |||||
Stock-based compensation | 128 | 128 | 128 | ||||
Exchange of partnership units for common shares (Note 10) | 21,963 | 21,963 | $ (21,963) | ||||
Exchange of partnership units for common shares (Note 10), Shares | 2,356,156 | ||||||
Net loss | (5,969) | (5,969) | (5,969) | ||||
Balance at Jun. 30, 2021 | $ 16,940 | $ 3 | $ 306,972 | $ (11) | $ (290,024) | $ 16,940 | |
Balance, Shares at Jun. 30, 2021 | 30,801,962 | 852 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (12,543,000) | $ (13,650,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 91,000 | 162,000 |
Debt related charges included in interest expense | 371,000 | |
Stock-based compensation | 232,000 | 570,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 157,000 | 677,000 |
Prepaid expenses and other current assets | (524,000) | (1,275,000) |
Accounts payable | (1,448,000) | 2,055,000 |
Accrued expenses | (432,000) | (1,497,000) |
Net cash used in operating activities | (14,096,000) | (12,958,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (22,000) | (254,000) |
Net cash used in investing activities | (22,000) | (254,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 32,848,000 | 2,349,000 |
Redemption of convertible debt | (5,956,000) | |
Payments of common stock issuance costs | (985,000) | |
Proceeds from private offering of common stock | 7,475,000 | |
Proceeds from long-term debt | 1,134,000 | |
Proceeds from exercise of stock options | 4,000 | |
Net cash provided by financing activities | 25,907,000 | 10,962,000 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 11,789,000 | (2,250,000) |
CASH AND CASH EQUIVALENTS–Beginning of period | 10,596,000 | 2,776,000 |
CASH AND CASH EQUIVALENTS–End of period | $ 22,385,000 | 526,000 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Capital expenditures incurred but not yet paid | (161,000) | |
Amortization of deferred offering costs in prepaid assets | (54,000) | |
Deferred offering costs in prepaid assets and accounts payable | $ 269,000 |
Company and Nature of Business
Company and Nature of Business | 6 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Company and Nature of Business | Note 1. COMPANY AND NATURE OF BUSINESS Vaccinex, Inc. (together with its subsidiaries, the “Company”) was incorporated in Delaware in April 2001 and is headquartered in Rochester, New York. The Company is a clinical-stage biotechnology company engaged in the discovery and development of targeted biotherapeutics to treat serious diseases and conditions with unmet medical needs, including cancer, neurodegenerative diseases, and autoimmune disorders. Since its inception, the Company has devoted substantially all of its efforts toward product research, manufacturing and clinical development, and raising capital. The Company is subject to a number of risks and uncertainties common to other early-stage biotechnology companies including, but not limited to, dependency on the successful development and commercialization of its product candidates, rapid technological change and competition, dependence on key personnel and collaborative partners, uncertainty of protection of proprietary technology and patents, clinical trial uncertainty, fluctuation in operating results and financial performance, the need to obtain additional funding, compliance with governmental regulations, technological and medical risks, management of growth and effectiveness of marketing by the Company. The Company is also subject to risks related to the ongoing COVID-19 pandemic, discussed under “COVID-19 Pandemic” below. If the Company does not successfully commercialize or partner any of its product candidates, it will be unable to generate product revenue or achieve profitability. Going Concern These condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred significant losses and negative cash flows from operations since inception and expects to incur additional losses until such time that it can generate significant revenue from the commercialization of its product candidates. The Company had negative cash flow from operations of $14.1 million and $13.0 million for the six months ended June 30, 2021, and 2020, respectively, and an accumulated deficit of $290.0 million and $277.5 million as of June 30, 2021, and December 31, 2020, respectively. Given the Company’s projected operating requirements and its existing cash and cash equivalents, the Company is projecting insufficient liquidity to sustain its operations through one year following the date that the condensed consolidated financial statements are issued. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. In response to these conditions, management is currently evaluating different strategies to obtain the required funding of future operations. Financing strategies may include, but are not limited to, the public or private sale of equity, debt financings or funds from other capital sources, such as government funding, collaborations, strategic alliances, or licensing arrangements with third parties. There can be no assurances that the Company will be able to secure additional financing, or if available, that it will be sufficient to meet its needs or on favorable terms. Because management’s plans have not yet been finalized and are not within the Company’s control, the implementation of such plans cannot be considered probable. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. COVID-19 Pandemic In order to mitigate the spread of COVID-19, governments have at times imposed unprecedented restrictions on business operations, travel, and gatherings, resulting in a global economic downturn and other adverse economic and societal impacts. The Company has complied with state reopening guidance and has allowed research and development staff to begin working in the laboratory when necessary and using recommended health and safety precautions. The COVID-19 pandemic has impacted the expected timing of the Company’s clinical trials, the economy, the biotechnology industry, and the Company’s business. For example, the Company previously anticipated initiating a trial of pepinemab in Alzheimer’s disease in mid-2020, but the initial enrollment date was delayed until the third quarter of 2021. In addition, to mitigate the impacts of the COVID-19 pandemic, including impacts on the Company’s ability to raise capital and to maintain its personnel, the Company applied for and received a loan from the Small Business Administration’s (the SBA’s) Paycheck Protection Program (the “PPP Loan”). The Company may experience further disruptions as a result of the COVID-19 pandemic that could adversely impact its business, including disruption of research and clinical development activities, plans for release of data, manufacturing, supply, and interactions with regulators and other third parties, and difficulties in raising additional capital. The extent to which the COVID-19 pandemic may impact the Company’s business will depend on future developments, which are highly uncertain and cannot be predicted with confidence. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation These condensed consolidated financial statements reflect the accounts and operations of the Company and those of its subsidiaries in which the Company has a controlling financial interest. As of June 30, 2021, and 2020, the Company’s accounts include Vaccinex Products, LP, a Delaware limited partnership (Vaccinex Products), and VX3 (DE) LP, a Delaware limited partnership (VX3). VX3 was established in October 2017 by a group of Canadian investors and was determined to be a variable interest entity (“VIE”) in which the Company is the primary beneficiary. The Company consolidates any VIE of which it is the primary beneficiary. The Company presents its noncontrolling interests as a separate component of stockholders’ equity (deficit). The Company presents the net loss of VX3 equal to the percentage ownership interest retained in such entity by the respective noncontrolling party (“VX3”), and as a separate component within its consolidated statements of operations and comprehensive loss. The financial position of Vaccinex Products and VX3 were not material as of June 30, 2021 and 2020, and there were no gains or losses for Vaccinex Products or VX3 for the three and six month periods ended June 30, 2021 and 2020. All intercompany transactions and balances have been eliminated. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information (Accounting Standards Codification (“ASC”) 270, Interim Reporting) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all of the information necessary for a full presentation of financial position, results of operations, and cash flows in conformity with GAAP. In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of the Company for the periods presented. Intercompany transactions and balances have been fully eliminated in consolidation. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 31, 2021. Use of Estimates These condensed consolidated financial statements have been prepared in conformity with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amount of expenses during the reporting period. Such management estimates include those relating to assumptions used in the valuation of stock option awards, and valuation allowances against deferred income tax assets. Actual results could differ from those estimates. Concentration of Credit Risk, Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash equivalents are deposited in interest-bearing money market accounts. Although the Company deposits its cash with multiple financial institutions, cash balances may occasionally be in excess of the amounts insured by the Federal Deposit Insurance Corporation. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. The Company depends on third-party manufacturers for the manufacture of drug substance and drug product for clinical trials. The Company also relies on certain third parties for its supply chain. Disputes with these third- party manufacturers or shortages in goods or services from third-party suppliers could delay the manufacturing of the Company’s product candidates and adversely impact its results of operations. Convertible Instruments The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts that contain conversion options and other embedded features. The accounting standards require companies to bifurcate embedded features from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company’s derivative instrument related to certain features embedded within the Company’s 7% Original Issue Discount Senior Secured Convertible Debenture (“the Debenture”) is discussed in Note 9. The derivative is accounted for as a derivative liability and remeasured to fair value as of each balance sheet date and the related remeasurement adjustments are included in interest expense in the Company’s condensed consolidated statement of operations and comprehensive loss. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the Financial Accounting Standards Board (“the FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Measurement of Credit Losses on Financial Instruments” to improve reporting requirements specific to loans, receivables, and other financial instruments. The new standard requires that credit losses on financial assets measured at amortized cost be determined using an expected loss model, instead of the current incurred loss model, and requires that credit losses related to available-for-sale debt securities be recorded through an allowance for credit losses and limited to the amount by which carrying value exceeds fair value. The new standard also requires enhanced disclosure of credit risk associated with financial assets. The standard is effective for interim and annual periods beginning after December 15, 2022 with early adoption permitted. Based on the composition of the Company’s financial assets, current market conditions and historical credit loss activity, the adoption of this standard is not expected to have a material impact on the Company’s condensed consolidated financial statements. In August 2020, FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature and simplifies the guidance for determining whether a conversion feature is a derivative . As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost. These changes will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. In addition , ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The new guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its condensed consolidated financial statements. Accounting Pronouncements Recently Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases, Targeted Improvements to ASC 842, Leases , Leases The Company has elected to utilize the available package of practical expedients permitted under the transition guidance within the new standard, which does not require the reassessment of the following: (i) whether existing or expired arrangements are or contain a lease, (ii) the lease classification of existing or expired leases, and (iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. Additionally, the Company has made an accounting policy election to keep leases with an initial term of 12 months or less off of its balance sheet. As an emerging growth company, the Company is not required to reflect the effects of adoption in its consolidated financial statements until it files its annual report for the fiscal year ending December 31, 2021. The Company, however, has evaluated the impact of the new standard on its consolidated financial statements and related disclosures, concluding that the impact will result in the recognition of an operating lease right-of-use asset and corresponding lease obligation on the Company’s consolidated balance sheet as of January 1, 2021 in the amount of approximately $0.3 million, relating to the Company’s lease for its corporate headquarters in Rochester, New York. |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Note 3. BALANCE SHEET COMPONENTS Property and Equipment Property and equipment consist of the following (in thousands): As of June 30, 2021 As of December 31, 2020 Leasehold improvements $ 3,184 $ 3,174 Research equipment 3,499 3,499 Furniture and fixtures 350 350 Computer equipment 285 273 Property and equipment, gross 7,318 7,296 Less: accumulated depreciation and amortization (6,971 ) (6,880 ) Property and equipment, net $ 347 $ 416 Depreciation expense related to property and equipment was Accrued Expenses Accrued expenses consist of the following (in thousands): As of June 30, 2021 As of December 31, 2020 Accrued clinical trial cost $ 823 $ 987 Accrued payroll and related benefits 457 428 Accrued consulting and legal 54 225 Accrued interest 145 250 Accrued other 26 47 Accrued expenses $ 1,505 $ 1,937 |
Fair Value Measurements of Fina
Fair Value Measurements of Financial Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements of Financial Measurements | Note 4. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Assets and liabilities recorded at fair value on a nonrecurring basis in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Financial instruments consist of cash, accounts receivable, accounts payable, accrued liabilities, and long-term debt. Cash, accounts receivable, accounts payable, accrued liabilities, and debt, are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date of such amounts. Assets and Liabilities Measured at Fair Value on a Recurring Basis Fair value measurement standards also apply to certain financial assets and liabilities that are measured at fair value on a recurring basis (each reporting period). For the Company, these financial assets and liabilities include its cash equivalents deposited in money market funds and derivative instruments. The Company does not have any nonfinancial assets or liabilities that are measured at fair value on a recurring basis. The following table sets forth the fair value of the Company’s financial assets by level within the fair value hierarchy (in thousands): As of June 30, 2021 Fair Value Level 1 Level 2 Level 3 Financial Assets: Cash equivalents: Money market fund $ 1,126 $ 1,126 $ - $ - Total Financial Assets $ 1,126 $ 1,126 $ - $ - As of December 31, 2020 Fair Value Level 1 Level 2 Level 3 Financial Assets: Cash equivalents: Money market fund $ 1,026 $ 1,026 $ - $ - Total Financial Assets $ 1,026 $ 1,026 $ - $ - The Company did not transfer any assets measured at fair value on a recurring basis to or from Level 1 and Level 2 during either of the six months ended June 30, 2021 and 2020. The Debenture, as discussed in Note 9, contains embedded derivative features that are required to be bifurcated and remeasured each reporting period. Each quarter, the change in the fair value of the embedded derivative features, if any, is recorded in the Condensed Consolidated Statement of Operations and Comprehensive Loss. The Company uses a binomial lattice |
License and Services Agreement
License and Services Agreement | 6 Months Ended |
Jun. 30, 2021 | |
Research And Development [Abstract] | |
License and Services Agreement | Note 5. LICENSE AND SERVICES AGREEMENT In November 2017, the Company entered into a license agreement (the “VX3 License Agreement”) with VX3, which was formed by a group of Canadian investors including the Company’s majority stockholder, FCMI Parent Co. (“FCMI Parent”). VX3 was created for the purpose of funding the Company’s research and development activities for pepinemab, the Company’s most advanced product candidate. Under the VX3 License Agreement, the Company granted VX3 the license to use, make, have made, sell, offer and import pepinemab for the treatment of Huntington’s disease in the U.S. and Canada. In return, VX3 agreed to fund research and development activities with up to an aggregate of $32.0 million in milestone payments to the Company and to share any pepinemab profits and sublicensing revenue under the agreement in an amount based on a calculation set forth in the agreement. The Company also entered into a services agreement with VX3 (the “Services Agreement”), pursuant to which the Company will carry out development activities for pepinemab for the treatment of Huntington’s disease in the U.S. and Canada in exchange for services payments from VX3. The VX3 License Agreement expires upon the last to expire licensed patent and may be terminated by either party upon uncured material breach, the occurrence of certain transactions or financings, uncured failure of VX3 to make any payment due under the Services Agreement, or upon written notice after November 6, 2020. The Services Agreement may be terminated by either party upon an uncured material breach and is automatically terminated upon termination of the VX3 License Agreement. The VX3 License Agreement provides that upon termination, the Company will issue to VX3 or its designees the number of shares of the Company’s common stock equal to the lesser of (1) the aggregate of all payments made to VX3 by its partners divided by $18.20 and (2) the then fair market value of VX3 divided by the then fair market value of one share of the Company’s common stock. The Company entered into an exchange agreement on August 13, 2018 with VX3 and its partners, including FCMI Parent, that provides each VX3 partner with the right to exchange all, but not less than all, of its partnership interests in VX3 for shares of the Company’s common stock. The exchange agreement also provides that FCMI Parent’s exercise of its option to exchange its VX3 partnership interests for shares of Company common stock would trigger the exchange of all VX3 partnership interests for shares of Company common stock. During the six months ended June 30, 2021, exchange transactions were effected whereby all remaining limited partnership interests in VX3 were exchanged for 1,318,797 shares of our common stock in accordance with the terms of the respective exchange agreement (see Note 15). Prior to the exchanges, the Company had a variable interest in VX3 through FCMI Parent, which is majority owned and controlled by the Company’s chairman, and which controlled 98% of VX3’s voting interest. VX3 does not have any business operations or generate any income or expenses and is primarily a funding mechanism specifically for the benefit of the Company, as its only activities consist of the receipt of funding and the contribution of such funding to the Company. Therefore, the Company determined that it is the primary beneficiary of VX3 and that the operating results of VX3 should be incorporated into the Company’s condensed consolidated financial statements accordingly. For the three and six month periods ended June 30, 2021 and 2020, the Company did not receive any amounts from VX3 or record any related capital contributions from noncontrolling interests on the condensed financial statements. Noncontrolling equity interests do not participate in a proportionate share of the Company’s net losses for the three and six month periods ended June 30, 2021 or 2020 pursuant to the aforementioned partnership, license, services and exchange agreements. |
Collaboration Agreements
Collaboration Agreements | 6 Months Ended |
Jun. 30, 2021 | |
Collaboration Agreements [Abstract] | |
Collaboration Agreements | Note 6. Surface Oncology, Inc. In November 2017, the Company entered into a research collaboration and license option agreement with Surface Oncology, Inc. (“Surface”) to identify and select antibodies against two target antigens, using the Company’s proprietary technology as described in the agreement. The term for each research program is nine to twelve months (not exceeding twelve months unless extended by written agreement) including time necessary for any functional assessment conducted by Surface following the commencement of the research program. Surface will provide the Company material to carry out the research activities. During the research program term, the Company also may grant Surface a non-exclusive, worldwide, limited-purpose license for each target to use the Company’s research program materials for conducting the research work pursuant to the agreement. Under the agreement, Surface may purchase exclusive options, exercisable by providing a written notice to the Company, to obtain (i) an exclusive product license to make, use, sell and import products incorporating antibodies targeting the first antigen and (ii) an exclusive research tool license to use antibodies targeting the second antigen to perform research. Surface purchased the first option and exercised the second option and the Company entered into an exclusive research tool license agreement with Surface in the third quarter of 2019. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7. COMMITMENTS AND CONTINGENCIES Sublicense Termination Payments In 2006, the Company licensed certain technology to EUSA Pharma SAS (“EUSA”), and in 2008, this technology was sublicensed by EUSA to Glaxo Group Limited (“GSK”) for development. GSK terminated its sub-license with EUSA in March 2010 and ownership of the technology reverted back to the Company. The Company may be required to pay EUSA up to $25.5 million plus ongoing royalty payments of 1% of net sales upon the occurrence of certain events involving the previously licensed technology, including a Phase 3 clinical trial, Food and Drug Administration acceptance and approval and product sales. The Company is not planning any further commercialization efforts related to the previously licensed technology, and therefore does not anticipate any of the above-described amounts will be paid. Operating Lease The Company leases its facilities from 1895 Management, Ltd., a New York corporation controlled by an entity affiliated with a director of the Company, under non-cancellable operating leases. The lease agreement required monthly rental payments of $14,000 through October 31, 2020. The Company entered into a lease extension in August 2020, which requires monthly rental payments of $14,511 commencing November 2020 continuing through October 2022. The Company is responsible for all maintenance, utilities, insurance and taxes related to the facility. As of June 30, 2021, the future minimum payments for the operating lease are $87,066 in 2021, and $145,110 in 2022. Rent expense incurred under the operating lease was $44,000 and $87,000 for the three and six months ended June 30, 2021 and $42,000 and $84,000 for the three and six months ended June 30, 2020, respectively. Other Contingencies The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. In the normal course of business, the Company may become involved in legal proceedings. The Company will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred. As of June 30, 2021, and December 31, 2020, the Company was not involved in any material legal proceedings. |
Long-term Debt
Long-term Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Instruments [Abstract] | |
Long-term Debt | Note 8. LONG-TERM DEBT On May 8, 2020, the Company received the PPP Loan in the amount of $1,133,600. The PPP Loan matures on May 8, 2022, with no principal payments required prior to the maturity date, and bears interest at an annual rate of 1.0%, with interest payments commencing on November 8, 2020, less the amount of any potential forgiveness. The PPP Loan may be repaid at any time prior to maturity without incurring prepayment penalties. Pursuant to the CARES Act, all or a portion of the PPP Loan may be forgiven if the PPP Loan is used for qualifying expenses as described in the CARES Act, subject to certain conditions. The Company has applied for forgiveness of the PPP Loan and is awaiting a response from the SBA, but until such forgiveness is granted the loan has been recorded as long-term debt and related interest has been accrued accordingly. As of June 30, 2020, the Company had reflected accrued interest of $1,000 within its condensed consolidated balance sheet and recorded interest expense of $1,000 for the three months ended June 30, 2020 on its condensed statement of operations and comprehensive loss. As of June 30, 2021, the Company has reflected accrued interest of $13,000 within its condensed consolidated balance sheet and recorded interest expense of $3,000 and $6,000 for the three and six months ended June 30, 2021 on its condensed statement of operations and comprehensive loss. |
Convertible Debenture
Convertible Debenture | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Debenture | Note 9. CONVERTIBLE DEBENTURE The senior secured convertible debt comprises the following (in thousands): As of June 30, 2021 As of December 31, 2020 Senior secured convertible debenture $ 2,576 $ 8,531 Unamortized original issuance discount and debt issuance costs (87 ) (458 ) Total convertible debt $ 2,489 $ 8,074 On July 30, 2020, the Company consummated the Convertible Debt Financing pursuant to which the Company issued the Debenture in the principal amount of $8,640,000 for a purchase price of $8,000,000, which reflects an original issue discount of approximately 8%. The closing of the sale of the Debenture occurred on August 3, 2020. The Debenture matured on the August 3, 2021. The Debenture accrues interest at 7% per year and is convertible into shares of common stock at the holder’s option, at a conversion price of $9.4125 per share, subject to certain customary adjustments (“Optional Conversion”). Should a holder elect to convert prior to maturity, the holder is entitled to a cash payment for interest that would have been earned by the holder through the original maturity of the Debenture (the “Interest Make-Whole”). Subject to the satisfaction of certain conditions, at any time, the Company may elect to redeem all or any portion of the Debenture for an amount equal to 115% of the outstanding principal balance being redeemed plus all accrued unpaid interest on the amount being redeemed and an amount due under the Interest Make-Whole (the “Optional Redemption”). The Debenture also provides that in connection with future capital raising transactions (subject to certain exceptions), the Company must offer to use 20% of the funds raised to redeem amounts outstanding under the Debenture (“Mandatory Redemption”). Any redemption in this circumstance will be at the election of the holder. Consistent with the Optional Conversion or Optional Redemption provisions, the Mandatory Redemption is subject to the Interest Make-Whole. During the three and six month periods ended June 30, 2021, the Company made payments under the Mandatory Redemption provision totaling $6,372,575 consisting of $5,955,678 for principal repayments and $416,897 for accrued and make-whole interest. The Debenture contains customary representations and warranties and affirmative and restrictive covenants, including limitations on indebtedness, liens, dispositions of assets, organizational document amendments, change of control transactions, stock repurchases, indebtedness repayments, dividends, affiliate transactions and certain other matters. The Company’s obligations under the Debenture can be accelerated upon the occurrence of certain customary events of default and are secured under a security agreement by a lien on substantially all of the Company’s assets, subject to certain exceptions. In the event of default and acceleration of the Company’s obligations, the Company would be required to pay the outstanding principal balance of the Debenture plus all accrued unpaid interest and amounts due under the Interest Make-Whole, subject to alternate payment in the event that the event of default prevents the holder from converting the Debenture or disposing of the shares issuable thereunder, and all other amounts due in respect of the Debenture. If the Company, at any time while this Debenture is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of common stock on shares of common stock or any common stock equivalents, (ii) subdivides outstanding shares of common stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of common stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the common stock, any shares of capital stock of the Company, then the conversion price will be multiplied by a fraction, the numerator of which will be the number of shares of common stock outstanding immediately before such event, and the denominator of which will be the number of shares of common stock outstanding immediately after such event. In addition to the adjustments above, if the Company grants, issues, or sells any common stock equivalents or rights to purchase stock, warrants, securities, or other property pro rata to the holders of any class of shares of common stock (the “Purchase Rights”), then upon subsequent conversion of the Debenture, the holder will be entitled to acquire the aggregate Purchase Rights which the holder could have acquired if the holder had held the number of shares of common stock acquirable upon complete conversion of the Debenture immediately before such grant, issuance or sale of Purchase Rights. The Company evaluated the Debenture and determined that the Interest Make-Whole feature and Optional Redemption meet the definition of an embedded derivative liability measured at fair value. On the issuance date, August 3, 2020, the fair value of the bifurcated embedded derivative liability was $65,000. The Company incurred $50,000 in fees paid to 3i in connection with the issuance of the Debenture. These costs were primarily allocated to the debt component and recognized as additional debt discount. The Company amortizes the debt discount, including the initial value of the derivative liability of $65,000, allocated fees of $50,000 and the original issuance discount of $640,000, over the term of the Debenture using the effective interest method. The annual effective interest rate is 16.54%. Total interest expense under the Senior Secured Convertible Debenture for the three and six months ended June 30, 2021 was $155,000 and $306,000. As described in Note 16, the Debenture was repaid in full in August 2021. The Company has no further obligation under the Debenture and incurred no early termination or prepayment penalties in connection with the repayment. |
Common Stock Reserved For Issua
Common Stock Reserved For Issuance | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Common Stock Reserved For Issuance | Note 10. COMMON STOCK RESERVED FOR ISSUANCE Common stock has been reserved for the following potential future issuances: As of June 30, 2021 As of December 31, 2020 Shares underlying outstanding stock options 1,138,224 832,868 Shares available for future stock option grants 409,663 267,275 Exchange of Vaccinex Products, LP units - 1,147,259 Exchange of VX3 units - 1,318,797 Total shares of common stock reserved 1,547,887 3,566,199 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 1 1 . STOCK-BASED COMPENSATION 2011 Employee Equity Plan In connection with the adoption of the Company’s 2018 Omnibus Incentive Plan (the “2018 Plan”) in August 2018, the Company ceased granting stock options under the Company’s 2011 Employee Equity Plan (the “2011 Plan”). However, the 2011 Plan will continue to govern the terms and conditions of the outstanding stock options previously granted thereunder. Any shares of stock related to awards outstanding under the 2011 Plan that terminate by expiration, forfeiture, cancellation, or otherwise without the issuances of such shares will become available for grant under the 2018 Plan. Stock options granted under the 2011 Plan expire in five or ten years from the date of grant. 2018 Omnibus Incentive Plan In August 2018, the Company’s board of directors adopted, and its stockholders approved, the 2018 Plan, which allows for the granting of stock, stock options, and stock appreciation rights awards to employees, advisors and consultants. Stock options granted under the 2018 Plan may be either incentive stock options or non-statutory stock options. Incentive stock options may be granted to employees, advisors and consultants at exercise prices of no less than the fair value of the common stock on the grant date. If at the time of grant, the optionee owns stock representing more than 10% of the voting power of all classes of stock of the Company, the exercise price must be at least 110% of the fair value of the common stock on the grant date as determined by the board of directors. Non-statutory stock options may be granted to employees, advisors and consultants at exercise prices of less than the fair market value of a share of common stock on the date the non-statutory stock option is granted but shall under no circumstances be less than adequate consideration as determined by the board of directors for such a share. The vesting period of stock option grants is determined by the board of directors, ranging from zero to eight years. Stock options granted under the 2018 Plan expire in five or ten years from the date of grant. The Company initially reserved 425,000 shares of common stock for issuance, subject to certain adjustments, pursuant to awards under the 2018 Plan. Any shares of common stock related to awards outstanding under the 2011 Plan as of the effective date of the 2018 Plan, which thereafter terminate by expiration, forfeiture, cancellation or otherwise without the issuance of such shares, will be added to, and included in, the number of shares of common stock available for grant under the 2018 Plan. In addition, effective January 1, 2020 and continuing until the expiration of the 2018 Plan, the number of shares of common stock available for issuance under the 2018 Plan will automatically increase annually by 2% of the total number of issued and outstanding shares of the Company’s common stock as of December 31 st A summary of the Company’s stock option activity and related information is as follows: Stock Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Balance as of January 1, 2021 832,868 $ 6.83 6.9 $ 2 Granted 327,855 2.54 Exercised - - Forfeited (22,499 ) 5.83 Balance as of June 30, 2021 1,138,224 $ 5.61 7.4 $ 124 Exercisable as of June 30, 2021 650,091 $ 7.33 6.1 $ 13 The weighted-average grant date fair value of stock options granted to employees and directors for the six months ended June 30, 2021 and 2020 The intrinsic value of stock options vested and exercisable and expected to vest and become exercisable is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of June 30, 2021 and December 31, 2020 As of June 30, 2021 and December 31, 2020, total unrecognized compensation cost related to stock options granted to employees was $922,151 and $628,036, respectively, which is expected to be recognized over a weighted-average period of 2.3 and 2.5 years, respectively. The grant date fair value of employee stock options was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions: Six Months Ended June 30, 2021 2020 Expected term (in years) 6.0 6.4 Expected volatility 75 % 75 % Risk-free interest rate 0.7 % 1.0 % Expected dividend yield - % - % In March 2020, the Company issued 20,000 shares of common stock as compensation for administrative fees incurred in connection with entering into a purchase agreement with Keystone . Pursuant to the terms of the Purchase Agreement, Keystone has agreed to purchase up to $5,000,000 of shares of the Company’s common stock Total stock-based compensation expense recognized in the condensed consolidated statements of operations and comprehensive loss is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and development $ 45 $ 38 $ 73 $ 59 General and administrative 83 328 159 511 Total stock-based compensation expense $ 128 $ 366 $ 232 $ 570 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12 . INCOME TAXES No provision for income taxes was recorded in either of the three or six months periods ended June 30, 2021 and 2020. The Company remains in a cumulative loss position with a full valuation allowance recorded against its net deferred income tax assets as of June 30, 2021 and December 31, 2020. The Company evaluates tax positions for recognition using a more-likely-than-not recognition threshold, and those tax positions eligible for recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon the effective settlement with a taxing authority that has full knowledge of all relevant information. As of June 30, 2021 and December 31, 2020, the Company had no unrecognized income tax benefits that would affect the Company’s effective tax rate if recognized. In response to the COVID-19 pandemic, federal, state and local governments at various times enacted relief measures to provide aid and economic stimulus. These measures included deferring the due dates of tax payments or other changes to income and non-income-based tax laws. For the three and six months ended June 30, 2021 and 2020, there were no material tax impacts to the Company’s condensed consolidated financial statements as it relates to COVID-19 measures. The Company continues to monitor for additional developments and for guidance issued by the U.S. Treasury Department, the Internal Revenue Service and other governmental bodies. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Note 1 3 . The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share for the periods presented as they had an anti-dilutive effect: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Options to purchase common stock 1,055,116 780,856 940,932 688,837 Contingently issuable common stock prior to exchange of Vaccinex Products, LP units 1,080,857 1,170,010 1,114,058 1,171,755 Contingently issuable common stock prior to exchange of VX3 units 1,142,474 1,318,797 1,225,751 1,318,797 |
Segment and Geographical Inform
Segment and Geographical Information | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Note 1 4 . SEGMENT AND GEOGRAPHIC INFORMATION The Company’s chief operating decision maker, its Chief Executive Officer, reviews its operating results on an aggregate basis for purposes of allocating resources and evaluating financial performance. The Company has one business activity, the discovery and development of targeted biotherapeutics to treat serious diseases and conditions with unmet medical needs, and there are no segment managers who are held accountable for operations or operating results. Accordingly, the Company operates in one reportable segment. As of June 30, 2021 and December 31, 2020, all long-lived assets are located in the United States. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 1 5 . RELATED PARTY TRANSACTIONS As discussed in Note 7, the Company leases its facility from 1895 Management, Ltd., a New York corporation controlled by an entity affiliated with the Company’s chairman and major stockholder of the Company. Rent expense incurred under the operating lease was $44,000 and $87,000 for the three and six months ended June 30, 2021 and $42,000 and $84,000 for the three and six months ended June 30, 2020, respectively. As discussed in Note 6, in November 2017, the Company entered into a research collaboration and license option agreement with Surface to identify and select antibodies against two target antigens, using the Company’s proprietary technology as described in the agreement. J. Jeffrey Goater, a member of the Company’s board of directors, served as the Chief Business Officer of Surface at that time, and currently serves as the Chief Executive Officer and a director of Surface. During the three months ended June 30, 2021, the Company did not record any revenue related to this agreement. During the six months ended June 30, 2021 the Company recorded $850,000 of revenue related to its agreement with Surface, all of which was for an exclusive product license. This agreement will expire upon the latest of the expiration of both research programs and all evaluation On January 21, 2020, the Company entered into a stock purchase agreement pursuant to which the Company issued and sold to certain investors 1,468,563 shares of its common stock at a purchase price of $5.09 per share for aggregate gross proceeds of $7.5 million (“the January 2020 Private Placement”). FCMI Parent Co., the Company’s majority stockholder, which is controlled by Albert D. Friedberg, the chairman of the Company’s board of directors, Vaccinex (Rochester) L.L.C., which is majority owned and controlled by Dr. Maurice Zauderer, the Company’s President, Chief Executive Officer, and a member of its board of directors, and Jacob Frieberg, a member of the Company’s board of directors, purchased 982,318, 98,231, and 39,292 shares of our common stock for aggregate purchase prices of $4,999,999, $499,996, and $199,996, respectively, in the January 2020 Private Placement. In connection with the January 2020 Private Placement, on January 23, 2020, the Company entered into a registration rights agreement with the investors pursuant to which the Company filed a registration statement on Form S-3 (File No. 333-236417), declared effective on March 11, 2020, to register the resale of the shares acquired by the investors in the January 2020 Private Placement. On July 9, 2020, the Company entered into a stock purchase agreement (the “July 2020 Stock Purchase Agreement”) with Friedberg Global-Macro Hedge Fund, Ltd. (the “Investor”), pursuant to which the Company issued and sold to the Investor 1,126,760 shares (the “Shares”) of the Company’s common stock, at a purchase price of $3.55 per Share (the “Private Placement”), for gross proceeds of $4.0 million. Albert D. Friedberg, the Company’s chairman and beneficial owner of a majority of the Company’s outstanding c ommon s tock, controls Friedberg Mercantile Group, the investment manager of the Investor, which exercises voting and dispositive power over shares held directly by the Investor . The closing of the Private Placement occurred on July 10, 2020. The Company intends to use the net proceeds from the Private Placement to fund the ongoing development of pepinemab, the Company’s lead product candidate, and for working capital and general corporate purposes. Also, on July 10, 2020, the Company entered into a registration rights agreement with the Investor that affords the Investor certain resale registration rights with respect to the Shares. As discussed in Note 10, during the six months ended June 30, 2021, 1,318,797 units of VX3 and 1,147,259 units of Vaccinex Products, LP were exchanged for shares of the Company’s common stock at par value of $0.0001 per share, of which (i) 1,180,051 shares are issuable upon exchange of units of VX3 (DE) LP, or VX3, owned directly by FCMI Parent Co., or FMCI Parent and (ii) 967,983 shares were exchanged of units of Vaccinex Products LP owned directly by FCMI Financial. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 16. As of August 3, 2021, the Company, repaid in full its 7% Original Issue Discount Senior Secured Convertible Debenture due August 3, 2021 (the “Debenture”), issued pursuant to the Securities Purchase Agreement, dated as of July 30, 2020, with 3i, LP, as collateral agent (the “SPA”), by making a payment of $2,755,895, representing all principal and interest due at maturity. The Company has no further obligation under the Debenture and incurred no early termination or prepayment penalties in connection with the repayment. As result of the repayment of the Debenture, (i) the Security Agreement, dated as of July 31, 2020, between the Company and 3i, LP, as collateral agent, pursuant to which the Company granted a security interest in certain assets of the Company as collateral to secure the Debenture, (ii) the Registration Rights Agreement, dated as of July 31, 2020, that provided for certain registration rights with respect to the shares of the Company’s common stock underlying the Debenture, and (iii) the SPA, were terminated. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation These condensed consolidated financial statements reflect the accounts and operations of the Company and those of its subsidiaries in which the Company has a controlling financial interest. As of June 30, 2021, and 2020, the Company’s accounts include Vaccinex Products, LP, a Delaware limited partnership (Vaccinex Products), and VX3 (DE) LP, a Delaware limited partnership (VX3). VX3 was established in October 2017 by a group of Canadian investors and was determined to be a variable interest entity (“VIE”) in which the Company is the primary beneficiary. The Company consolidates any VIE of which it is the primary beneficiary. The Company presents its noncontrolling interests as a separate component of stockholders’ equity (deficit). The Company presents the net loss of VX3 equal to the percentage ownership interest retained in such entity by the respective noncontrolling party (“VX3”), and as a separate component within its consolidated statements of operations and comprehensive loss. The financial position of Vaccinex Products and VX3 were not material as of June 30, 2021 and 2020, and there were no gains or losses for Vaccinex Products or VX3 for the three and six month periods ended June 30, 2021 and 2020. All intercompany transactions and balances have been eliminated. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information (Accounting Standards Codification (“ASC”) 270, Interim Reporting) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all of the information necessary for a full presentation of financial position, results of operations, and cash flows in conformity with GAAP. In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of the Company for the periods presented. Intercompany transactions and balances have been fully eliminated in consolidation. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 31, 2021. |
Use of Estimates | Use of Estimates These condensed consolidated financial statements have been prepared in conformity with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amount of expenses during the reporting period. Such management estimates include those relating to assumptions used in the valuation of stock option awards, and valuation allowances against deferred income tax assets. Actual results could differ from those estimates. |
Concentration of Credit Risk, Other Risks and Uncertainties | Concentration of Credit Risk, Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash equivalents are deposited in interest-bearing money market accounts. Although the Company deposits its cash with multiple financial institutions, cash balances may occasionally be in excess of the amounts insured by the Federal Deposit Insurance Corporation. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. The Company depends on third-party manufacturers for the manufacture of drug substance and drug product for clinical trials. The Company also relies on certain third parties for its supply chain. Disputes with these third- party manufacturers or shortages in goods or services from third-party suppliers could delay the manufacturing of the Company’s product candidates and adversely impact its results of operations. |
Convertible Instruments | Convertible Instruments The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts that contain conversion options and other embedded features. The accounting standards require companies to bifurcate embedded features from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company’s derivative instrument related to certain features embedded within the Company’s 7% Original Issue Discount Senior Secured Convertible Debenture (“the Debenture”) is discussed in Note 9. The derivative is accounted for as a derivative liability and remeasured to fair value as of each balance sheet date and the related remeasurement adjustments are included in interest expense in the Company’s condensed consolidated statement of operations and comprehensive loss. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Not Yet Adopted In June 2016, the Financial Accounting Standards Board (“the FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Measurement of Credit Losses on Financial Instruments” to improve reporting requirements specific to loans, receivables, and other financial instruments. The new standard requires that credit losses on financial assets measured at amortized cost be determined using an expected loss model, instead of the current incurred loss model, and requires that credit losses related to available-for-sale debt securities be recorded through an allowance for credit losses and limited to the amount by which carrying value exceeds fair value. The new standard also requires enhanced disclosure of credit risk associated with financial assets. The standard is effective for interim and annual periods beginning after December 15, 2022 with early adoption permitted. Based on the composition of the Company’s financial assets, current market conditions and historical credit loss activity, the adoption of this standard is not expected to have a material impact on the Company’s condensed consolidated financial statements. In August 2020, FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature and simplifies the guidance for determining whether a conversion feature is a derivative . As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost. These changes will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. In addition , ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The new guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its condensed consolidated financial statements. Accounting Pronouncements Recently Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases, Targeted Improvements to ASC 842, Leases , Leases The Company has elected to utilize the available package of practical expedients permitted under the transition guidance within the new standard, which does not require the reassessment of the following: (i) whether existing or expired arrangements are or contain a lease, (ii) the lease classification of existing or expired leases, and (iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. Additionally, the Company has made an accounting policy election to keep leases with an initial term of 12 months or less off of its balance sheet. As an emerging growth company, the Company is not required to reflect the effects of adoption in its consolidated financial statements until it files its annual report for the fiscal year ending December 31, 2021. The Company, however, has evaluated the impact of the new standard on its consolidated financial statements and related disclosures, concluding that the impact will result in the recognition of an operating lease right-of-use asset and corresponding lease obligation on the Company’s consolidated balance sheet as of January 1, 2021 in the amount of approximately $0.3 million, relating to the Company’s lease for its corporate headquarters in Rochester, New York. |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Property and Equipment | Property and equipment consist of the following (in thousands): As of June 30, 2021 As of December 31, 2020 Leasehold improvements $ 3,184 $ 3,174 Research equipment 3,499 3,499 Furniture and fixtures 350 350 Computer equipment 285 273 Property and equipment, gross 7,318 7,296 Less: accumulated depreciation and amortization (6,971 ) (6,880 ) Property and equipment, net $ 347 $ 416 |
Accrued Expenses | Accrued expenses consist of the following (in thousands): As of June 30, 2021 As of December 31, 2020 Accrued clinical trial cost $ 823 $ 987 Accrued payroll and related benefits 457 428 Accrued consulting and legal 54 225 Accrued interest 145 250 Accrued other 26 47 Accrued expenses $ 1,505 $ 1,937 |
Fair Value Measurements of Fi_2
Fair Value Measurements of Financial Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value of Financial Assets by Level within Fair Value Hierarchy | The following table sets forth the fair value of the Company’s financial assets by level within the fair value hierarchy (in thousands): As of June 30, 2021 Fair Value Level 1 Level 2 Level 3 Financial Assets: Cash equivalents: Money market fund $ 1,126 $ 1,126 $ - $ - Total Financial Assets $ 1,126 $ 1,126 $ - $ - As of December 31, 2020 Fair Value Level 1 Level 2 Level 3 Financial Assets: Cash equivalents: Money market fund $ 1,026 $ 1,026 $ - $ - Total Financial Assets $ 1,026 $ 1,026 $ - $ - |
Convertible Debenture (Tables)
Convertible Debenture (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Senior Secured Convertible Debt | The senior secured convertible debt comprises the following (in thousands): As of June 30, 2021 As of December 31, 2020 Senior secured convertible debenture $ 2,576 $ 8,531 Unamortized original issuance discount and debt issuance costs (87 ) (458 ) Total convertible debt $ 2,489 $ 8,074 |
Common Stock Reserved For Iss_2
Common Stock Reserved For Issuance (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Common Stock Reserved for Potential Future Issuances | Common stock has been reserved for the following potential future issuances: As of June 30, 2021 As of December 31, 2020 Shares underlying outstanding stock options 1,138,224 832,868 Shares available for future stock option grants 409,663 267,275 Exchange of Vaccinex Products, LP units - 1,147,259 Exchange of VX3 units - 1,318,797 Total shares of common stock reserved 1,547,887 3,566,199 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity and Related Information | A summary of the Company’s stock option activity and related information is as follows: Stock Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Balance as of January 1, 2021 832,868 $ 6.83 6.9 $ 2 Granted 327,855 2.54 Exercised - - Forfeited (22,499 ) 5.83 Balance as of June 30, 2021 1,138,224 $ 5.61 7.4 $ 124 Exercisable as of June 30, 2021 650,091 $ 7.33 6.1 $ 13 |
Grant Date Fair Value of Employee Stock Options Estimated Using Black-Scholes Option-Pricing Model with Weighted-Average Assumptions | The grant date fair value of employee stock options was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions: Six Months Ended June 30, 2021 2020 Expected term (in years) 6.0 6.4 Expected volatility 75 % 75 % Risk-free interest rate 0.7 % 1.0 % Expected dividend yield - % - % |
Total Stock-Based Compensation Expense Recognized in Condensed Consolidated Statements of Operations and Comprehensive Loss | Total stock-based compensation expense recognized in the condensed consolidated statements of operations and comprehensive loss is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and development $ 45 $ 38 $ 73 $ 59 General and administrative 83 328 159 511 Total stock-based compensation expense $ 128 $ 366 $ 232 $ 570 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Weighted-Average Common Stock Equivalents Excluded from Calculation of Diluted Net Loss Per Share as They Had Anti-Dilutive Effect | The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share for the periods presented as they had an anti-dilutive effect: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Options to purchase common stock 1,055,116 780,856 940,932 688,837 Contingently issuable common stock prior to exchange of Vaccinex Products, LP units 1,080,857 1,170,010 1,114,058 1,171,755 Contingently issuable common stock prior to exchange of VX3 units 1,142,474 1,318,797 1,225,751 1,318,797 |
Company and Nature of Business
Company and Nature of Business - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Cash flow from operations | $ (14,096) | $ (12,958) | |
Accumulated deficit | $ 290,024 | $ 277,481 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
ASC 842 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Operating lease right-of-use asset | $ 300,000 | $ 300,000 | ||
Operating lease liabilities | 300,000 | 300,000 | ||
Vaccinex Products | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Gain or loss from VIE | $ 0 | $ 0 | $ 0 | $ 0 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 7,318 | $ 7,296 |
Less: accumulated depreciation and amortization | (6,971) | (6,880) |
Property and equipment, net | 347 | 416 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 3,184 | 3,174 |
Research Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 3,499 | 3,499 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 350 | 350 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 285 | $ 273 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation | $ 35,000 | $ 87,000 | $ 91,000 | $ 162,000 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Accrued clinical trial cost | $ 823 | $ 987 |
Accrued payroll and related benefits | 457 | 428 |
Accrued consulting and legal | 54 | 225 |
Accrued interest | 145 | 250 |
Accrued other | 26 | 47 |
Accrued expenses | $ 1,505 | $ 1,937 |
Fair Value Measurements of Fi_3
Fair Value Measurements of Financial Measurements - Summary of Fair Value of Financial Assets by Level within Fair Value Hierarchy (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Financial Assets: | ||
Total Financial Assets | $ 1,126 | $ 1,026 |
Money Market Funds | ||
Financial Assets: | ||
Cash equivalents, Fair value disclosure | 1,126 | 1,026 |
Level 1 | ||
Financial Assets: | ||
Total Financial Assets | 1,126 | 1,026 |
Level 1 | Money Market Funds | ||
Financial Assets: | ||
Cash equivalents, Fair value disclosure | $ 1,126 | $ 1,026 |
Fair Value Measurements of Fi_4
Fair Value Measurements of Financial Measurements - Additional Information (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Aug. 03, 2020 | Jun. 30, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Embedded derivative liability | $ 0 | $ 0 | $ 65,000 | |
Fair Value Measurements Recurring | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Financial assets, level 1 to level 2 transfers, amount | 0 | $ 0 | ||
Financial assets, level 2 to level 1 transfers, amount | $ 0 | $ 0 |
License and Services Agreement
License and Services Agreement - Additional Information (Details) - USD ($) | Dec. 31, 2020 | Nov. 30, 2017 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
VX3 Interests | Common Stock | ||||||
License And Services Agreement [Line Items] | ||||||
Limited partnership interests exchanged | 1,318,797 | |||||
VX3 License Agreement | ||||||
License And Services Agreement [Line Items] | ||||||
Research and development, milestone payments to company | $ 32,000,000 | |||||
Terms of license agreement upon termination | the Company will issue to VX3 or its designees the number of shares of the Company’s common stock equal to the lesser of (1) the aggregate of all payments made to VX3 by its partners divided by $18.20 and (2) the then fair market value of VX3 divided by the then fair market value of one share of the Company’s common stock. | |||||
Base amount to determine issuance of common stock upon termination | $ 18.20 | |||||
VX3 | ||||||
License And Services Agreement [Line Items] | ||||||
Percentage of voting interest | 98.00% | |||||
Proceeds from capital contribution | $ 0 | $ 0 | $ 0 | $ 0 |
Collaboration Agreements - Addi
Collaboration Agreements - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2017TargetAntigen | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Revenue | $ 850,000 | ||||
Surface Oncology, Inc. | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Number of target antigens against which antibodies are to be identified and selected | TargetAntigen | 2 | ||||
Revenue | $ 0 | $ 0 | 850,000 | $ 0 | |
Surface Oncology, Inc. | Exclusive Product License | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Revenue | $ 0 | $ 850,000 | |||
Surface Oncology, Inc. | Minimum | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Term of research program | 9 months | ||||
Surface Oncology, Inc. | Maximum | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Term of research program | 12 months |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 24 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Oct. 31, 2022 | |
Commitments And Contingencies [Line Items] | |||||
Royalty payments, percent of net sales | 1.00% | ||||
Monthly rental payments | $ 14,000 | $ 14,000 | |||
Future minimum operating leases payment in 2021 | 87,066 | 87,066 | |||
Future minimum operating leases payment in 2022 | 145,110 | 145,110 | |||
Rent expense incurred under operating lease | $ 44,000 | $ 42,000 | 87,000 | $ 84,000 | |
Scenario Forecast | |||||
Commitments And Contingencies [Line Items] | |||||
Monthly rental payments | $ 14,511 | ||||
Contract Termination | |||||
Commitments And Contingencies [Line Items] | |||||
Termination payment | $ 25,500,000 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) | May 08, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 |
Debt Instrument [Line Items] | ||||
Interest expense | $ 371,000 | |||
PPP Loan | ||||
Debt Instrument [Line Items] | ||||
Amount of loan received | $ 1,133,600 | |||
Maturity date | May 8, 2022 | |||
Annual interest rate | 1.00% | |||
Payments commencement date | Nov. 8, 2020 | |||
Accrued interest | $ 13,000 | $ 1,000 | 13,000 | |
Interest expense | $ 3,000 | $ 1,000 | $ 6,000 |
Convertible Debenture - Additio
Convertible Debenture - Additional Information (Details) - USD ($) | Aug. 03, 2021 | Aug. 03, 2020 | Jul. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Short Term Debt [Line Items] | ||||||
Embedded derivative liability | $ 65,000 | $ 0 | $ 0 | $ 0 | ||
Interest expense | 371,000 | |||||
Obligation under debenture | 2,489,000 | 2,489,000 | $ 8,074,000 | |||
Senior Secured Convertible Debenture | ||||||
Short Term Debt [Line Items] | ||||||
Debt instrument principal amount | $ 8,640,000 | |||||
Purchase price of convertible debentures | $ 8,000,000 | |||||
Debt instrument, discount rate | 8.00% | |||||
Maturity date | Aug. 3, 2021 | |||||
Annual interest rate | 7.00% | |||||
Common stock conversion price | $ 9.4125 | |||||
Debenture redemption percentage | 115.00% | |||||
Percentage of funds used to redeem outstanding debentures | 20.00% | |||||
Payments under mandatory redemption provision | 6,372,575 | 6,372,575 | ||||
Annual effective interest rate | 16.54% | |||||
Interest expense | 155,000 | 306,000 | ||||
Senior Secured Convertible Debenture | 3i | ||||||
Short Term Debt [Line Items] | ||||||
Fees paid in connection with issuance of debentures | $ 50,000 | |||||
Senior Secured Convertible Debenture | Effective Interest Method | ||||||
Short Term Debt [Line Items] | ||||||
Embedded derivative liability | 65,000 | |||||
Fees paid in connection with issuance of debentures | 50,000 | |||||
Original issuance discount | 640,000 | |||||
Senior Secured Convertible Debenture | Subsequent Event | ||||||
Short Term Debt [Line Items] | ||||||
Obligation under debenture | $ 0 | |||||
Early termination or prepayment penalties | $ 0 | |||||
Senior Secured Convertible Debenture | Interest Make-Whole Feature | ||||||
Short Term Debt [Line Items] | ||||||
Embedded derivative liability | $ 65,000 | |||||
Senior Secured Convertible Debenture | Principal Repayments | ||||||
Short Term Debt [Line Items] | ||||||
Payments under mandatory redemption provision | 5,955,678 | 5,955,678 | ||||
Senior Secured Convertible Debenture | Accrued and Make-whole Interest | ||||||
Short Term Debt [Line Items] | ||||||
Payments under mandatory redemption provision | $ 416,897 | $ 416,897 |
Convertible Debenture - Schedul
Convertible Debenture - Schedule of Senior Secured Convertible Debt (Details) - Senior Secured Convertible Debenture - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Senior secured convertible debenture | $ 2,576 | $ 8,531 |
Unamortized original issuance discount and debt issuance costs | (87) | (458) |
Total convertible debt | $ 2,489 | $ 8,074 |
Common Stock Reserved For Iss_3
Common Stock Reserved For Issuance - Common Stock Reserved For Potential Future Issuances (Details) - shares | Jun. 30, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 1,547,887 | 3,566,199 |
Shares Underlying Outstanding Stock Options | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 1,138,224 | 832,868 |
Shares Available For Future Stock Option Grants | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 409,663 | 267,275 |
Exchange of Vaccinex Products, LP Units | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 1,147,259 | |
Exchange of VX3 Units | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 1,318,797 |
Common Stock Reserved For Iss_4
Common Stock Reserved For Issuance - Additional Information (Details) - $ / shares | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Class Of Stock [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
VX3 | Common Stock | |||
Class Of Stock [Line Items] | |||
Limited partnership interests exchanged | 1,318,797 | ||
Vaccinex Products LP | Common Stock | |||
Class Of Stock [Line Items] | |||
Limited partnership interests exchanged | 1,147,259 | 4,125 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 24 Months Ended | |||||
Feb. 28, 2021 | Jan. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Oct. 31, 2022 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Total shares of common stock reserved | 1,547,887 | 1,547,887 | 3,566,199 | ||||||
Weighted-average grant date fair value of stock options granted to employees and directors | $ 1.64 | $ 3.52 | |||||||
Aggregate grant date fair value of stock options vested | $ 295,699 | $ 201,702 | |||||||
Total unrecognized compensation cost related to stock options granted to employees | $ 922,151 | $ 922,151 | $ 628,036 | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Stock based compensation expense | $ 128,000 | $ 366,000 | $ 232,000 | $ 570,000 | |||||
General and Administrative Expense | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock based compensation expense | $ 83,000 | $ 328,000 | 159,000 | $ 511,000 | |||||
Keystone | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock, par value | $ 4 | ||||||||
Keystone | General and Administrative Expense | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock based compensation expense | 80,000 | ||||||||
Angel Pond L L C | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock, par value | $ 3.90 | $ 2.44 | |||||||
Angel Pond L L C | General and Administrative Expense | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock based compensation expense | $ 30,000 | ||||||||
Common Stock | Keystone | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares issued for services | 20,000 | ||||||||
Common Stock | Angel Pond L L C | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares issued for services | 3,842 | 6,137 | |||||||
Maximum | Common Stock | Keystone | Stock Purchase Agreement | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock issued under purchase agreement | $ 5,000,000 | ||||||||
2018 Omnibus Incentive Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Total shares of common stock reserved | 425,000 | 425,000 | |||||||
Percentage of total shares of common stock reserved | 2.00% | ||||||||
Additional shares of common stock | 447,744 | ||||||||
2018 Omnibus Incentive Plan | Minimum | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Percentage of voting power of all classes of stock to be owned by optionee to determine the exercise price | 10.00% | ||||||||
Exercise price as a percentage of fair value of common stock on grant date if optionee owns stock representing more than 10 percent of voting power of all classes of stock | 110.00% | ||||||||
Employee Stock Options | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Total unrecognized compensation cost related to stock options granted to employees, weighted-average recognition period | 2 years 3 months 18 days | 2 years 6 months | |||||||
Employee Stock Options | 2011 Employee Equity Plan | Minimum | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock options granted, expiration year | 5 years | ||||||||
Employee Stock Options | 2011 Employee Equity Plan | Maximum | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock options granted, expiration year | 10 years | ||||||||
Employee Stock Options | 2018 Omnibus Incentive Plan | Minimum | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock options granted, expiration year | 5 years | ||||||||
Employee Stock Options | 2018 Omnibus Incentive Plan | Minimum | Board of Directors | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period of stock option grants | 0 years | ||||||||
Employee Stock Options | 2018 Omnibus Incentive Plan | Maximum | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock options granted, expiration year | 10 years | ||||||||
Employee Stock Options | 2018 Omnibus Incentive Plan | Maximum | Board of Directors | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period of stock option grants | 8 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity and Related Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Stock Options, Balance | 832,868 | |
Stock Options, Granted | 327,855 | |
Stock Options, Forfeited | (22,499) | |
Stock Options, Balance | 1,138,224 | 832,868 |
Stock Options, Exercisable | 650,091 | |
Weighted-Average Exercise Price, Balance | $ 6.83 | |
Weighted-Average Exercise Price, Granted | 2.54 | |
Weighted-Average Exercise Price, Forfeited | 5.83 | |
Weighted-Average Exercise Price, Balance | 5.61 | $ 6.83 |
Weighted-Average Exercise Price, Exercisable | $ 7.33 | |
Weighted-Average Remaining Contractual Life (Years), Balance | 7 years 4 months 24 days | 6 years 10 months 24 days |
Weighted-Average Remaining Contractual Life (Years), Exercisable | 6 years 1 month 6 days | |
Aggregate Intrinsic Value, Balance | $ 2 | |
Aggregate Intrinsic Value, Balance | 124 | $ 2 |
Aggregate Intrinsic Value, Exercisable | $ 13 |
Stock-Based Compensation - Gran
Stock-Based Compensation - Grant Date Fair Value of Employee Stock Options Estimated Using Black-Scholes Option-Pricing Model with Weighted-Average Assumptions (Details) - Employee Stock Options | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years | 6 years 4 months 24 days |
Expected volatility | 75.00% | 75.00% |
Risk-free interest rate | 0.70% | 1.00% |
Stock-Based Compensation - Tota
Stock-Based Compensation - Total Stock-Based Compensation Expense Recognized in Condensed Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 128 | $ 366 | $ 232 | $ 570 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 45 | 38 | 73 | 59 |
General and Administrative Expenses | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 83 | $ 328 | $ 159 | $ 511 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||
Provision for income taxes | $ 0 | $ 0 | $ 0 | $ 0 | |
Unrecognized tax benefits that would impact effective tax rate | $ 0 | $ 0 | $ 0 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Weighted-Average Common Stock Equivalents Excluded from Calculation of Diluted Net Loss Per Share as They Had Anti-Dilutive Effect (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Employee Stock Options | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Weighted-average common stock equivalents excluded from calculation of diluted net loss per share | 1,055,116 | 780,856 | 940,932 | 688,837 |
Vaccinex Products, LP Units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Weighted-average common stock equivalents excluded from calculation of diluted net loss per share | 1,080,857 | 1,170,010 | 1,114,058 | 1,171,755 |
VX3 | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Weighted-average common stock equivalents excluded from calculation of diluted net loss per share | 1,142,474 | 1,318,797 | 1,225,751 | 1,318,797 |
Segment and Geographic Informat
Segment and Geographic Information - Additional Information (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021BusinessActivitySegmentManagerSegment | Dec. 31, 2020Segment | |
Segment Reporting Information [Line Items] | ||
Number of business activity | BusinessActivity | 1 | |
Number of segment managers held accountable for operations or operating results | SegmentManager | 0 | |
United States | ||
Segment Reporting Information [Line Items] | ||
Number of reportable segments | Segment | 1 | 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Jul. 09, 2020USD ($)$ / sharesshares | Jan. 21, 2020USD ($)$ / sharesshares | Nov. 30, 2017TargetAntigen | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / shares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Related Party Transaction [Line Items] | ||||||||
Rent expense incurred under operating lease | $ | $ 44,000 | $ 42,000 | $ 87,000 | $ 84,000 | ||||
Revenue | $ | 850,000 | |||||||
Gross proceeds from issuance of common stock | $ | $ 32,848,000 | $ 2,349,000 | ||||||
Common stock, shares issued | 30,801,962 | 30,801,962 | 22,388,027 | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
VX3 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Partners capital account shares issuable upon exchange of units | 1,180,051 | |||||||
Vaccinex Products LP | ||||||||
Related Party Transaction [Line Items] | ||||||||
Partners capital account shares issuable upon exchange of units | 967,983 | |||||||
Dr. Maurice Zauderer | ||||||||
Related Party Transaction [Line Items] | ||||||||
Gross proceeds from issuance of common stock | $ | $ 4,999,999 | |||||||
Common stock, shares issued | 982,318 | |||||||
Chief Executive Officer | ||||||||
Related Party Transaction [Line Items] | ||||||||
Gross proceeds from issuance of common stock | $ | $ 499,996 | |||||||
Common stock, shares issued | 98,231 | |||||||
Board of Directors | ||||||||
Related Party Transaction [Line Items] | ||||||||
Gross proceeds from issuance of common stock | $ | $ 199,996 | |||||||
Common stock, shares issued | 39,292 | |||||||
Common Stock | VX3 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Limited partnership interests exchanged | 1,318,797 | |||||||
Common Stock | Vaccinex Products LP | ||||||||
Related Party Transaction [Line Items] | ||||||||
Limited partnership interests exchanged | 1,147,259 | 4,125 | ||||||
Stock Purchase Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of stock, transaction date | Jan. 21, 2020 | |||||||
Stock Purchase Agreement | Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate number of shares issued | 1,468,563 | |||||||
Shares issued, price per share | $ / shares | $ 5.09 | |||||||
Gross proceeds from issuance of common stock | $ | $ 7,500,000 | |||||||
July 2020 Stock Purchase Agreement | Friedberg Global-Macro Hedge Fund, Ltd | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of stock, transaction date | Jul. 9, 2020 | |||||||
July 2020 Stock Purchase Agreement | Common Stock | Friedberg Global-Macro Hedge Fund, Ltd | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate number of shares issued | 1,126,760 | |||||||
Shares issued, price per share | $ / shares | $ 3.55 | |||||||
Gross proceeds from issuance of common stock | $ | $ 4,000,000 | |||||||
Surface Oncology, Inc. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of target antigens against which antibodies are to be identified and selected | TargetAntigen | 2 | |||||||
Revenue | $ | $ 0 | $ 0 | $ 850,000 | $ 0 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) - USD ($) | Aug. 03, 2021 | Aug. 03, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||
Obligation under debenture | $ 2,489,000 | $ 8,074,000 | ||
Senior Secured Convertible Debenture | ||||
Subsequent Event [Line Items] | ||||
Annual interest rate | 7.00% | |||
Maturity date | Aug. 3, 2021 | |||
Senior Secured Convertible Debenture | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Obligation under debenture | $ 0 | |||
Early termination or prepayment penalties | $ 0 | |||
Stock Purchase Agreement | Senior Secured Convertible Debenture | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Annual interest rate | 7.00% | |||
Maturity date | Aug. 3, 2021 | |||
Repayment amount | $ 2,755,895 | |||
Obligation under debenture | 0 | |||
Early termination or prepayment penalties | $ 0 |