Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 04, 2023 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-36554 | |
Entity Registrant Name | Ocular Therapeutix, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-5560161 | |
Entity Address, Address Line One | 24 Crosby Drive | |
Entity Address, City or Town | Bedford | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01730 | |
City Area Code | 781 | |
Local Phone Number | 357-4000 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | OCUL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 77,524,666 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001393434 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 79,026 | $ 102,300 |
Accounts receivable, net | 21,124 | 21,325 |
Inventory | 2,266 | 1,974 |
Prepaid expenses and other current assets | 4,746 | 4,028 |
Total current assets | 107,162 | 129,627 |
Property and equipment, net | 12,022 | 9,856 |
Restricted cash | 1,764 | 1,764 |
Operating lease assets | 7,625 | 8,042 |
Total assets | 128,573 | 149,289 |
Current liabilities: | ||
Accounts payable | 5,441 | 5,123 |
Accrued expenses and other current liabilities | 21,993 | 24,097 |
Deferred revenue | 463 | 576 |
Operating lease liabilities | 1,818 | 1,599 |
Total current liabilities | 29,715 | 31,395 |
Other liabilities: | ||
Operating lease liabilities, net of current portion | 8,114 | 8,678 |
Derivative liability | 12,914 | 6,351 |
Deferred revenue, net of current portion | 13,340 | 13,387 |
Notes payable, net of discount | 25,321 | 25,257 |
Other non-current liabilities | 100 | 93 |
2026 convertible notes, net | 29,358 | 28,749 |
Total liabilities | 118,862 | 113,910 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized and no shares issued or outstanding at March 31, 2023 and December 31, 2022, respectively | ||
Common stock, $0.0001 par value; 200,000,000 shares authorized and 77,516,638 and 77,201,819 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 8 | 8 |
Additional paid-in capital | 656,863 | 652,213 |
Accumulated deficit | (647,160) | (616,842) |
Total stockholders' equity | 9,711 | 35,379 |
Total liabilities and stockholders' equity | $ 128,573 | $ 149,289 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 77,516,638 | 77,201,819 |
Common stock, shares outstanding | 77,516,638 | 77,201,819 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue: | ||
Total revenue, net | $ 13,374 | $ 13,187 |
Costs and operating expenses: | ||
Cost, Product and Service [Extensible List] | Product | Product |
Cost of product revenue | $ 1,214 | $ 1,300 |
Research and development | 14,747 | 13,100 |
Selling and marketing | 10,835 | 9,063 |
General and administrative | 9,127 | 7,557 |
Total costs and operating expenses | 35,923 | 31,020 |
Loss from operations | (22,549) | (17,833) |
Other income (expense): | ||
Interest income | 563 | 18 |
Interest expense | (1,768) | (1,683) |
Change in fair value of derivative liability | (6,563) | 6,958 |
Other expense, net | (1) | (2) |
Total other (expense) income, net | (7,769) | 5,291 |
Net loss | $ (30,318) | $ (12,542) |
Net loss per share, basic | $ (0.39) | $ (0.16) |
Weighted average common shares outstanding, basic | 77,386,287 | 76,745,663 |
Net loss per share, diluted | $ (0.39) | $ (0.22) |
Weighted average common shares outstanding, diluted | 77,386,287 | 82,514,895 |
Product | ||
Revenue: | ||
Total revenue, net | $ 13,214 | $ 12,498 |
Collaboration revenue | ||
Revenue: | ||
Total revenue, net | $ 160 | $ 689 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 8 | $ 633,795 | $ (545,804) | $ 87,999 |
Balance, shares at Dec. 31, 2021 | 76,731,940 | |||
Stockholders' Equity (Deficit) | ||||
Issuance of common stock upon exercise of stock options | 129 | 129 | ||
Issuance of common stock upon exercise of stock options, shares | 27,674 | |||
Stock-based compensation expense | 4,209 | 4,209 | ||
Net loss | (12,542) | (12,542) | ||
Balance at Mar. 31, 2022 | $ 8 | 638,133 | (558,346) | 79,795 |
Balance, shares at Mar. 31, 2022 | 76,759,614 | |||
Balance at Dec. 31, 2022 | $ 8 | 652,213 | (616,842) | 35,379 |
Balance, shares at Dec. 31, 2022 | 77,201,819 | |||
Stockholders' Equity (Deficit) | ||||
Issuance of common stock upon exercise of stock options | 78 | 78 | ||
Issuance of common stock upon exercise of stock options, shares | 26,443 | |||
Issuance of common stock upon vesting of restricted stock units (in shares) | 288,376 | |||
Stock-based compensation expense | 4,572 | 4,572 | ||
Net loss | (30,318) | (30,318) | ||
Balance at Mar. 31, 2023 | $ 8 | $ 656,863 | $ (647,160) | $ 9,711 |
Balance, shares at Mar. 31, 2023 | 77,516,638 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (30,318) | $ (12,542) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock-based compensation expense | 4,572 | 4,209 |
Non-cash interest expense | 1,228 | 1,186 |
Change in fair value of derivative liability | 6,563 | (6,958) |
Depreciation and amortization expense | 483 | 557 |
Gain (loss) on disposal of property and equipment | (1) | 2 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 201 | (2,072) |
Prepaid expenses and other current assets | (718) | 81 |
Inventory | (292) | (108) |
Accounts payable | 1,025 | (1,113) |
Operating lease assets and liabilities | 72 | (105) |
Accrued expenses | (2,628) | (3,048) |
Deferred revenue | (160) | 1,311 |
Net cash used in operating activities | (19,973) | (18,600) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (3,379) | (276) |
Net cash used in investing activities | (3,379) | (276) |
Cash flows from financing activities: | ||
Proceeds from issuance of short-term bridge loan | 2,000 | |
Proceeds from exercise of stock options | 78 | 129 |
Repayment of short-term bridge loan | (2,000) | |
Net cash provided by financing activities | 78 | 129 |
Net decrease in cash, cash equivalents and restricted cash | (23,274) | (18,747) |
Cash, cash equivalents and restricted cash at beginning of period | 104,064 | 165,928 |
Cash, cash equivalents and restricted cash at end of period | 80,790 | 147,181 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 701 | 495 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Additions to property and equipment included in accounts payable and accrued expenses | $ 646 | $ 123 |
Nature of the Business
Nature of the Business | 3 Months Ended |
Mar. 31, 2023 | |
Nature of the Business | |
Nature of the Business | 1. Nature of the Business Ocular Therapeutix, Inc. (the “Company”) was incorporated on September 12, 2006 under the laws of the State of Delaware. The Company is a biopharmaceutical company focused on the formulation, development and commercialization of innovative therapies for diseases and conditions of the eye using its proprietary bioresorbable hydrogel-based formulation technology ELUTYX. The Company’s mission is to build an ophthalmology-focused biopharmaceutical company that capitalizes on the gaps that the Company believes increasingly exist in the ophthalmology sector between single product companies and large, multi-product pharmaceutical companies. The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations, regulatory approval and compliance, reimbursement, uncertainty of market acceptance of products and the need to obtain additional financing. Recently approved products will require significant sales, marketing and distribution support up to and including upon their launch. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval, prior to commercialization. The Company is currently commercializing DEXTENZA (dexamethasone insert) 0.4mg, an intracanalicular insert for the treatment of post-surgical ocular inflammation and pain and for the treatment of ocular itching associated with allergic conjunctivitis, in the United States. The Company’s most advanced product candidates are in either Phase 1 or Phase 2 of clinical stage development. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain necessary government regulatory approval and adequate reimbursement or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapidly changing technology and substantial competition from pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees and consultants. The Company may not be able to generate significant revenue from sales of any product for several years, if at all. Accordingly, the Company will need to obtain additional capital to finance its operations. The Company has incurred losses and negative cash flows from operations since its inception, and the Company expects to continue to generate operating losses and negative cash flows from operations in the foreseeable future. As of March 31, 2023, the Company had an accumulated deficit of $647,160. Based on its current operating plan which includes estimates of anticipated cash inflows from product sales and cash outflows from operating expenses and capital expenditures, |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements are consistent with those described in Note 2 - Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on March 6, 2023. Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of these unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, the measurement and recognition of reserves for variable consideration related to product sales, revenue recognition related to a collaboration agreement that contains multiple promises, the fair value of derivatives, stock-based compensation, and realizability of net deferred tax assets. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from the Company’s estimates. Unaudited Interim Financial Information The balance sheet at December 31, 2022 was derived from audited consolidated financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of March 31, 2023 and for the three months ended March 31, 2023 and 2022 have been prepared by the Company, pursuant to the rules and regulations of the SEC for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 6, 2023. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s financial position as of March 31, 2023 and results of operations and cash flows for the three months ended March 31, 2023 and 2022 have been made. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2023. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB and adopted by us as of the specified effective date. The Company believes that recently issued accounting pronouncements that are not yet effective will not have a material impact on our consolidated financial statements and disclosures. |
Licensing Agreements and Deferr
Licensing Agreements and Deferred Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Licensing Agreements and Deferred Revenue | |
Licensing Agreements and Deferred Revenue | 3. Licensing Agreements and Deferred Revenue Incept License Agreement (in-licensing) On September 13, 2018, the Company entered into a second amended and restated license agreement with Incept, LLC (“Incept”) to use and develop certain intellectual property (the “Incept License”). Under the Incept License, as amended and restated, the Company was granted a worldwide, perpetual, exclusive license to use specific Incept technology to develop and commercialize products that are delivered to or around the human eye for diagnostic, therapeutic or prophylactic purposes relating to ophthalmic diseases or conditions. The Company is obligated to pay low single-digit royalties on net sales of commercial products developed using the licensed technology, commencing with the date of the first commercial sale of such products and until the expiration of the last to expire of the patents covered by the license. The terms and conditions of the Incept License are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 6, 2023. Royalties paid under this agreement related to product sales were $417 and $369 for the three months ended March 31, 2023 and 2022, respectively. Royalties have been charged to cost of product revenue. AffaMed License Agreement (out-licensing) On October 29, 2020, the Company entered into license agreement (“License Agreement”) with AffaMed Therapeutic Limited (“AffaMed”) for the development and commercialization of the Company’s DEXTENZA product regarding ocular inflammation and pain following cataract surgery and allergic conjunctivitis and for the Company’s OTX-TIC product candidate regarding open-angle glaucoma or ocular hypertension, in each case in mainland China, Taiwan, Hong Kong, Macau, South Korea, and the countries of the Association of Southeast Asian Nations. The Company retains development and commercialization rights for the AffaMed Licensed Products in the rest of the world. The terms and conditions of the License Agreement are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 6, 2023. During the three months ended March 31, 2022, the Company invoiced AffaMed $2,000 for a clinical trial support payment in connection with the initiation of the OTX-TIC Phase 2 clinical trial. The Company concluded this clinical support payment was no longer constrained and has allocated the amount to the Phase 2 Clinical Trial of OTX-TIC performance obligation as an addition to deferred revenue. The Company recognized $160 and $689 of collaboration revenue related to this performance obligation for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, the aggregate amount of the transaction price allocated to the partially unsatisfied Phase 2 Clinical Trial of OTX-TIC performance obligation was $803. This amount is expected to be recognized as this performance obligation is satisfied through June 2025. Deferred revenue activity for the three months ended March 31, 2023 was as follows: Deferred Revenue Deferred revenue at December 31, 2022 $ 13,963 Additions — Amounts recognized into revenue (160) Deferred revenue at March 31, 2023 $ 13,803 |
Cash Equivalents and Restricted
Cash Equivalents and Restricted Cash | 3 Months Ended |
Mar. 31, 2023 | |
Cash Equivalents and Restricted Cash | |
Cash Equivalents and Restricted Cash | 4. Cash Equivalents and Restricted Cash As of March 31, 2023 and December 31, 2022, the Company held restricted cash of $1,764, respectively, on its unaudited condensed consolidated balance sheets. The Company held restricted cash as security deposits for its real estate leases. The Company’s unaudited condensed consolidated statements of cash flows include restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on such statements. A reconciliation of the cash, cash equivalents, and restricted cash reported within the balance sheets that sum to the total of the same amounts shown in the unaudited condensed consolidated statement of cash flows is as follows: March 31, March 31, 2023 2022 Cash and cash equivalents $ 79,026 $ 145,417 Restricted cash 1,764 1,764 Total cash, cash equivalents and restricted cash $ 80,790 $ 147,181 |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2023 | |
Inventory | |
Inventory | 5. Inventory Inventory consisted of the following: March 31, December 31, 2023 2022 Raw materials $ 228 $ 309 Work-in-process 773 899 Finished goods 1,265 766 $ 2,266 $ 1,974 |
Expenses
Expenses | 3 Months Ended |
Mar. 31, 2023 | |
Expenses | |
Expenses | 6. Expenses Accrued expenses and other current liabilities consisted of the following: March 31, December 31, 2023 2022 Accrued payroll and related expenses $ 4,527 $ 7,509 Accrued rebates and programs 3,914 3,560 Accrued professional fees 1,035 1,228 Accrued research and development expenses 1,947 1,816 Accrued interest payable on 2026 convertible notes 9,191 8,756 Accrued other 1,379 1,228 $ 21,993 $ 24,097 |
Financial Liabilities
Financial Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Financial Liabilities | |
Financial Liabilities | 7. Financial Liabilities Convertible Notes On March 1, 2019, the Company issued $37,500 of convertible notes, which accrue interest at an annual rate of 6% of their outstanding principal amount, which is payable, along with the principal amount at maturity, on March 1, 2026, unless earlier converted, repurchased or redeemed (the “2026 Convertible Notes”). The Company presents accrued interest in accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheets because the 2026 Convertible Notes are currently convertible and the interest is payable in cash. The effective annual interest rate for the 2026 Convertible Notes was The terms and conditions of the 2026 Convertible Notes are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 6, 2023. The Company determined that the embedded conversion option is required to be separated from the 2026 Convertible Notes and accounted for as a freestanding derivative instrument subject to derivative accounting. The allocation of proceeds to the conversion option results in a discount on the 2026 Convertible Notes. The Company is amortizing the discount to interest expense over the term of the 2026 Convertible Notes using the effective interest method. A summary of the 2026 Convertible Notes at March 31, 2023 and December 31, 2022 is as follows: March 31, December 31, 2023 2022 2026 Convertible Notes $ 37,500 $ 37,500 Less: unamortized discount (8,142) (8,751) Total $ 29,358 $ 28,749 Notes Payable The Company entered into a credit and security agreement in 2014 (as amended to date, the “Credit Agreement”) establishing the Company’s credit facility (the “Credit Facility”). Under the Credit Facility, the Company has a total borrowing capacity of , which was fully drawn down as of March 31, 2023. The carrying value of the Company’s variable interest rate notes payable are recorded at amortized cost, which approximates fair value due to their short-term nature. The terms and conditions of the Credit Agreement and the Credit Facility are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 6, 2023, except with respect to Amendment No. 1 to the Credit Agreement as described below. On March 12, 2023, the Company requested, and received, a protective advance of $2,000 under the Credit Agreement as a short-term bridge loan in response to the closure of Silicon Valley Bank by the California Department of Financial Protection and Innovation. This protective advance was deemed a credit extension. The Company repaid the full principal amount of $2,000 in March 2023. On March 31, 2023, the Company entered into Amendment No. 1 to the Credit Agreement (the “Amendment”) to replace the LIBOR-based interest rate provisions of the Credit Agreement with interest rate provisions based on the Secured Overnight Financing Rate, or SOFR, establish a benchmark replacement mechanism and make additional administrative updates. The Company accounted for the Amendment as a modification in accordance with the guidance in ASC 470-50 Debt Borrowings outstanding are as follows : March 31, December 31, 2023 2022 Borrowings outstanding $ 25,000 $ 25,000 Accrued exit fee 391 335 Unamortized discount (70) (78) Long-term notes payable $ 25,321 $ 25,257 As of March 31, 2023, the annual requirement for the repayment of principal for the Credit Facility, inclusive of the final payment of $875 due at expiration, was as follows: Year Ending December 31, Principal Final Payment Total 2023 — — — 2024 8,333 — 8,333 2025 16,667 875 17,542 $ 25,000 $ 875 $ 25,875 |
Derivative Liability
Derivative Liability | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Liability | |
Derivative Liability | 8. Derivative Liability The 2026 Convertible Notes (Note 7) contain an embedded conversion option that meets the criteria to be bifurcated and accounted for separately from the 2026 Convertible Notes (the "Derivative Liability"). The Derivative Liability was recorded at fair value upon the issuance of the 2026 Convertible Notes and is subsequently remeasured to fair value at each reporting period. The 2026 Convertible Notes were initially valued and are remeasured using a "with-and-without" method. The "with-and-without" methodology involves valuing the whole instrument on an as-is basis with the embedded conversion option and then valuing the 2026 Convertible Notes without the embedded conversion option. The difference between the entire instrument with the embedded conversion option compared to the instrument without the embedded conversion option is the fair value of the derivative, recorded as the Derivative Liability. Refer to Note 9 for details regarding the determination of fair value. |
Risks and Fair Value
Risks and Fair Value | 3 Months Ended |
Mar. 31, 2023 | |
Risks and Fair Value | |
Risks and Fair Value | 9. Risks and Fair Value Concentration of Credit Risk and of Significant Suppliers and Customers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company has its cash and cash equivalents balances at two accredited financial institutions, in amounts that exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company is dependent on a small number of third-party manufacturers to supply products for research and development activities in its preclinical and clinical programs and for sales of its products. The Company’s development programs as well as revenue from future product sales could be adversely affected by a significant interruption in the supply of any of the components of these products. For the three months ended March 31, 2023, three specialty distributor customers accounted for 52%, 25%, and 13% of the Company’s gross product revenue, and at March 31, 2023, three specialty distributor customers accounted for 55%, 24%, and 13% of the Company’s total accounts receivable. No other customer accounted for more than 10% of total revenue for the three months ended March 31, 2023, or accounts receivable at March 31, 2023. For the three months ended March 31, 2022, three specialty distributor customers accounted for 42%, 25%, and 23% of the Company’s gross product revenue. At December 31, 2022, three specialty distributor customers accounted for 52%, 24%, and 15% of the Company’s total accounts receivable. No other customer accounted for more than 10% of total revenue for the three months ended March 31, 2022, or accounts receivable at December 31, 2022. Fair Value of Financial Assets and Liabilities The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 and indicate the level of the fair value hierarchy utilized to determine such fair value: Fair Value Measurements as of March 31, 2023 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 72,796 $ — $ — $ 72,796 Liability: Derivative liability $ — $ — $ 12,914 $ 12,914 Fair Value Measurements as of December 31, 2022 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 30,188 $ — $ — $ 30,188 Liability: Derivative liability $ — $ — $ 6,351 $ 6,351 At March 31, 2023, the 2026 Convertible Notes, net of the Derivative Liability, were carried at amortized cost totaling $38,549, comprised of the $29,358 non-current liability (Note 7) and $9,191 accrued interest (Note 6). At December 31, 2022, the 2026 Convertible Notes, net of the Derivative Liability, were carried at amortized cost totaling $37,505, comprised of the $28,749 non-current liability (Note 7) and $8,756 accrued interest (Note 6). The estimated fair value of the 2026 Convertible Notes, without the Derivative Liability, was $34,933 and $33,177 at March 31, 2023 and December 31, 2022, respectively. The fair value of the 2026 Convertible Notes with and without the conversion option is estimated using a binomial lattice approach. The use of this approach requires the use of Level 3 unobservable inputs. The main input when determining the fair value of the 2026 Convertible Notes is the bond yield that pertains to the host instrument without the conversion option. The significant assumption used in determining the bond yield is the market yield movements of a comparable instrument issued as of the valuation date, which is assessed and updated each period. The main input when determining the fair value for disclosure purposes is the bond yield which is updated each period to reflect the yield of a comparable instrument issued as of the valuation date. The estimated fair value presented is not necessarily indicative of an amount that could be realized in a current market exchange. The use of alternative inputs and estimation methodologies could have a material effect on these estimates of fair value. The main inputs to valuing the 2026 Convertible Notes with the conversion option are as follows: As of March 31, December 31, 2023 2022 Company's stock price $ 5.27 $ 2.81 Volatility 76.0 % 93.8 % Bond yield 15.5 % 16.2 % A roll-forward of the derivative liability is as follows: As of Balance at December 31, 2022 $ 6,351 Change in fair value 6,563 Balance at March 31, 2023 $ 12,914 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity | |
Equity | 10. Equity On August 9, 2021, the Company and Jefferies LLC (“Jefferies”) entered into an Open Market Sale Agreement (the “2021 Sales Agreement”) under which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $100,000 from time to time through Jefferies, acting as agent. As of May 4, 2023, the Company has |
Stock-Based Awards
Stock-Based Awards | 3 Months Ended |
Mar. 31, 2023 | |
Stock-Based Awards | |
Stock-Based Awards | 11. Stock-Based Awards For the three months ended March 31, 2023, the Company had three stock-based compensation plans under which it was able to grant stock-based awards, the 2021 Stock Incentive Plan, as amended (the “2021 Plan”), the 2019 Inducement Stock Incentive Plan, as amended (the “2019 Inducement Plan”), and the 2014 Employee Stock Purchase Plan (the “ESPP”), collectively the “Stock Plans”. The terms and conditions of the Stock Plans are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 6, 2023. During the three months ended March 31, 2023, the Company granted options to purchase 2,991,141 shares of common stock, at a weighted exercise price of $3.89 per share, all under the 2021 Plan. During the three months ended March 31, 2023, the Company granted 947,633 restricted stock units, or RSUs, all under the 2021 Plan. Each RSU is equivalent to one share of common stock upon vesting. During the three months ended March 31, 2023, a total of 131,347 stock options and RSUs expired or were forfeited. As of March 31, 2023, 2,055,747, 545,375, and 689,475 shares of common stock remained available for issuance under the 2021 Plan, the 2019 Inducement Plan, and the ESPP, respectively. The Company recorded stock-based compensation expense related to stock options and RSUs in the following expense categories of its unaudited condensed consolidated statements of operations and comprehensive loss: Three Months Ended March 31, 2023 2022 Research and development $ 1,141 $ 1,062 Selling and marketing 1,043 1,138 General and administrative 2,388 2,009 $ 4,572 $ 4,209 As of March 31, 2023, the Company had an aggregate of $26,118 of unrecognized stock-based compensation cost, which is expected to be recognized over a weighted average period of 2.58 years. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Taxes | |
Income Taxes | 12. Income Taxes The Company did not provide for any income taxes in its unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2023 and 2022, respectively. The Company has provided a valuation allowance for the full amount of its net deferred tax assets because, at March 31, 2023 and December 31, 2022, it was more likely than not that any future benefit from deductible temporary differences and net operating loss and tax credit carryforwards would not be realized. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Net Loss Per Share | |
Net Loss Per Share | 13. Net Loss Per Share Basic net loss per share was calculated as follows for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Numerator: Net loss attributable to common stockholders $ (30,318) $ (12,542) Denominator: Weighted average common shares outstanding, basic 77,386,287 76,745,663 Net loss per share - basic $ (0.39) $ (0.16) For the three months ended March 31, 2023 there was no dilutive impact from potentially issuable common shares. Therefore, diluted net loss per share was the same as basic net loss per share. Three Months Ended March 31, 2022 Net loss attributable to common stockholders, basic $ (12,542) Interest expense on 2026 Convertible Notes 1,123 Change in fair value of derivative liability (6,958) Net loss attributable to common stockholders, diluted $ (18,377) Weighted average common shares outstanding, basic 76,745,663 Dilutive options (treasury stock method) — Shares issuable upon conversion of 2026 Convertible Notes, as if converted 5,769,232 Weighted average common shares outstanding, diluted 82,514,895 Net loss per share attributable to common stockholders, diluted $ (0.22) The Company excluded the following potentially issuable common shares, outstanding as of March 31, 2023 and 2022, from the computation of diluted net loss per share for the three months ended March 31, 2023 and 2022 because they had an anti-dilutive impact. Three Months Ended March 31, 2023 2022 Options to purchase common stock 16,546,260 13,618,221 Restricted stock units 1,708,741 926,063 Shares issuable upon conversion of 2026 Convertible Notes, if converted 5,769,232 — 24,024,233 14,544,284 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 14. Commitments and Contingencies Indemnification Agreements In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend indemnified parties for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. To date, the Company has not incurred any material costs as a result of such indemnifications. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | 15. Related Party Transactions The Company has engaged Wilmer Cutler Pickering Hale and Dorr LLP (“WilmerHale”) to provide certain legal services to the Company. The Company's Chief Business Officer’s sister is a managing partner at WilmerHale, who has not participated in providing legal services to the Company. The Company incurred fees for legal services rendered by WilmerHale of approximately $394 and $327 for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023 and December 31, 2022, there was $156 and $0 recorded in accounts payable for WilmerHale. As of March 31, 2023 and December 31, 2022, there was $238 and $24 recorded in accrued expenses for WilmerHale. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events | |
Subsequent Events | 16. Subsequent Events No subsequent events noted. |
Licensing Agreements and Defe_2
Licensing Agreements and Deferred Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Licensing Agreements and Deferred Revenue | |
Schedule of deferred revenue | Deferred Revenue Deferred revenue at December 31, 2022 $ 13,963 Additions — Amounts recognized into revenue (160) Deferred revenue at March 31, 2023 $ 13,803 |
Cash Equivalents and Restrict_2
Cash Equivalents and Restricted Cash (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Cash Equivalents and Restricted Cash | |
Reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet to the total amounts shown in the statement of cash flows | March 31, March 31, 2023 2022 Cash and cash equivalents $ 79,026 $ 145,417 Restricted cash 1,764 1,764 Total cash, cash equivalents and restricted cash $ 80,790 $ 147,181 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory | |
Components of inventory | March 31, December 31, 2023 2022 Raw materials $ 228 $ 309 Work-in-process 773 899 Finished goods 1,265 766 $ 2,266 $ 1,974 |
Expenses (Tables)
Expenses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Expenses | |
Schedule of accrued Expenses | March 31, December 31, 2023 2022 Accrued payroll and related expenses $ 4,527 $ 7,509 Accrued rebates and programs 3,914 3,560 Accrued professional fees 1,035 1,228 Accrued research and development expenses 1,947 1,816 Accrued interest payable on 2026 convertible notes 9,191 8,756 Accrued other 1,379 1,228 $ 21,993 $ 24,097 |
Derivatives (Tables)
Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Liability | |
Summary of roll-forward of the derivative liability | As of Balance at December 31, 2022 $ 6,351 Change in fair value 6,563 Balance at March 31, 2023 $ 12,914 |
Financial Liabilities (Tables)
Financial Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Financial Liabilities | |
Summary of the 2026 Convertible Notes | A summary of the 2026 Convertible Notes at March 31, 2023 and December 31, 2022 is as follows: March 31, December 31, 2023 2022 2026 Convertible Notes $ 37,500 $ 37,500 Less: unamortized discount (8,142) (8,751) Total $ 29,358 $ 28,749 |
Schedule of borrowings outstanding | March 31, December 31, 2023 2022 Borrowings outstanding $ 25,000 $ 25,000 Accrued exit fee 391 335 Unamortized discount (70) (78) Long-term notes payable $ 25,321 $ 25,257 |
Schedule of Annual Repayment Requirements for Credit Facility | Year Ending December 31, Principal Final Payment Total 2023 — — — 2024 8,333 — 8,333 2025 16,667 875 17,542 $ 25,000 $ 875 $ 25,875 |
Risks and Fair Value (Tables)
Risks and Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Risks and Fair Value | |
Schedule of assets and liabilities measured at fair Value on recurring basis | Fair Value Measurements as of March 31, 2023 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 72,796 $ — $ — $ 72,796 Liability: Derivative liability $ — $ — $ 12,914 $ 12,914 Fair Value Measurements as of December 31, 2022 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 30,188 $ — $ — $ 30,188 Liability: Derivative liability $ — $ — $ 6,351 $ 6,351 |
Schedule of main inputs to valuing the 2026 Convertible Notes with the conversion option | As of March 31, December 31, 2023 2022 Company's stock price $ 5.27 $ 2.81 Volatility 76.0 % 93.8 % Bond yield 15.5 % 16.2 % |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stock-Based Awards | |
Schedule of stock-based compensation expense related to stock options | Three Months Ended March 31, 2023 2022 Research and development $ 1,141 $ 1,062 Selling and marketing 1,043 1,138 General and administrative 2,388 2,009 $ 4,572 $ 4,209 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Net Loss Per Share | |
Schedule of basic and diluted net (loss) income per share attributable to common stockholders | Basic net loss per share was calculated as follows for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Numerator: Net loss attributable to common stockholders $ (30,318) $ (12,542) Denominator: Weighted average common shares outstanding, basic 77,386,287 76,745,663 Net loss per share - basic $ (0.39) $ (0.16) For the three months ended March 31, 2023 there was no dilutive impact from potentially issuable common shares. Therefore, diluted net loss per share was the same as basic net loss per share. Three Months Ended March 31, 2022 Net loss attributable to common stockholders, basic $ (12,542) Interest expense on 2026 Convertible Notes 1,123 Change in fair value of derivative liability (6,958) Net loss attributable to common stockholders, diluted $ (18,377) Weighted average common shares outstanding, basic 76,745,663 Dilutive options (treasury stock method) — Shares issuable upon conversion of 2026 Convertible Notes, as if converted 5,769,232 Weighted average common shares outstanding, diluted 82,514,895 Net loss per share attributable to common stockholders, diluted $ (0.22) |
Schedule of antidilutive securities, excluded from computation of diluted net loss per share | Three Months Ended March 31, 2023 2022 Options to purchase common stock 16,546,260 13,618,221 Restricted stock units 1,708,741 926,063 Shares issuable upon conversion of 2026 Convertible Notes, if converted 5,769,232 — 24,024,233 14,544,284 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation - Nature of Business (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Nature of the Business | |||
Accumulated deficit | $ 647,160 | $ 616,842 | |
Cash and cash equivalents | $ 79,026 | $ 102,300 | $ 145,417 |
Licensing Agreements and Defe_3
Licensing Agreements and Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Collaboration Agreement | ||
Revenue recognized | $ 13,374 | $ 13,187 |
Total deferred revenue: | ||
Deferred revenue, beginning balance | 13,963 | |
Amounts recognized into revenue | (160) | |
Deferred revenue, ending balance | 13,803 | |
License Agreement | AffaMed | OTX-TIC Product | ||
Collaboration Agreement | ||
Revenue recognized | 160 | 689 |
Amount invoiced for initiation of OTX-TIC program | 2,000 | |
Transaction price allocated to performance obligations partially unsatisfied | 803 | |
License Agreement | Incept | ||
Collaboration Agreement | ||
Royalties paid | $ 417 | $ 369 |
Cash Equivalents and Restrict_3
Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Cash Equivalents and Restricted Cash | ||||
Cash and cash equivalents | $ 79,026 | $ 102,300 | $ 145,417 | |
Restricted cash | 1,764 | 1,764 | 1,764 | |
Total cash, cash equivalents and restricted cash as shown on the statements of cash flows | $ 80,790 | $ 104,064 | $ 147,181 | $ 165,928 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory | ||
Raw materials | $ 228 | $ 309 |
Work-in-process | 773 | 899 |
Finished goods | 1,265 | 766 |
Total inventory | $ 2,266 | $ 1,974 |
Expenses - Summary (Details)
Expenses - Summary (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Expenses | ||
Accrued payroll and related expenses | $ 4,527 | $ 7,509 |
Accrued rebates and programs | 3,914 | 3,560 |
Accrued professional fees | 1,035 | 1,228 |
Accrued research and development expenses | 1,947 | 1,816 |
Accrued interest payable on 2026 convertible notes | 9,191 | 8,756 |
Accrued other | 1,379 | 1,228 |
Total | $ 21,993 | $ 24,097 |
Financial Liabilities - Convert
Financial Liabilities - Convertible Notes, Other (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 01, 2019 |
Senior Convertible Notes | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
2026 Convertible Notes | |||
Senior Convertible Notes | |||
Convertible notes issued | $ 37,500 | $ 37,500 | $ 37,500 |
Interest rate (as a percent) | 6% | ||
Effective annual interest rate (as a percent) | 14.80% |
Financial Liabilities - Conve_2
Financial Liabilities - Convertible Notes, Summary (Details) - 2026 Convertible Notes - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 01, 2019 |
Senior Convertible Notes | |||
Convertible notes | $ 37,500 | $ 37,500 | $ 37,500 |
Less: unamortized discount | (8,142) | (8,751) | |
Convertible notes at amortized cost | $ 29,358 | $ 28,749 |
Financial Liabilities - Notes P
Financial Liabilities - Notes Payable, Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended |
Mar. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | |
Notes Payable | ||
Protective advance requested under Credit Agreement representing a short-term bridge loan | $ 2,000 | |
Repayment of Protective Advance | 2,000 | |
Credit Facility. | ||
Notes Payable | ||
Borrowing capacity under the agreement | $ 25,000 | $ 25,000 |
Protective advance requested under Credit Agreement representing a short-term bridge loan | 2,000 | |
Repayment of Protective Advance | $ 2,000 |
Financial Liabilities - Notes_2
Financial Liabilities - Notes Payable, Borrowings Outstanding (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Notes Payable | ||
Long-term notes payable | $ 25,321 | $ 25,257 |
Credit Facility. | ||
Notes Payable | ||
Borrowings outstanding | 25,000 | 25,000 |
Accrued exit fee | 391 | 335 |
Unamortized discount | (70) | (78) |
Long-term notes payable | $ 25,321 | $ 25,257 |
Financial Liabilities - Notes_3
Financial Liabilities - Notes Payable, Annual Repayments (Details) - Credit Facility. $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Annual repayment requirements | |
Credit Facility, Periodic Payment, Principal | $ 25,000 |
Credit Facility, Final Payment | 875 |
Total | 25,875 |
2024 | |
Annual repayment requirements | |
Credit Facility, Periodic Payment, Principal | 8,333 |
Total | 8,333 |
2025 | |
Annual repayment requirements | |
Credit Facility, Periodic Payment, Principal | 16,667 |
Credit Facility, Final Payment | 875 |
Total | $ 17,542 |
Risks and Fair Value - Concentr
Risks and Fair Value - Concentration of Credit Risk (Details) - Customer - customer | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Total revenue | |||
Concentration risk | |||
Number of major customers | 3 | 3 | |
Total revenue | Customer one | |||
Concentration risk | |||
Concentration risk | 52% | 42% | |
Total revenue | Customer two | |||
Concentration risk | |||
Concentration risk | 25% | 25% | |
Total revenue | Customer three | |||
Concentration risk | |||
Concentration risk | 13% | 23% | |
Accounts receivable | |||
Concentration risk | |||
Number of major customers | 3 | 3 | |
Accounts receivable | Customer one | |||
Concentration risk | |||
Concentration risk | 55% | 52% | |
Accounts receivable | Customer two | |||
Concentration risk | |||
Concentration risk | 24% | 24% | |
Accounts receivable | Customer three | |||
Concentration risk | |||
Concentration risk | 13% | 15% |
Risks and Fair Value - Fair Val
Risks and Fair Value - Fair Value Measurement (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Liability: | ||
Derivative liability | $ 12,914 | $ 6,351 |
Non-current liability | 29,358 | 28,749 |
Accrued interest payable on 2026 convertible notes | 9,191 | 8,756 |
2026 Convertible Notes | ||
Liability: | ||
Convertible debt, amortized cost, including accrued interest | 38,549 | 37,505 |
Non-current liability | 29,358 | 28,749 |
Accrued interest payable on 2026 convertible notes | 9,191 | 8,756 |
Estimated fair value | 34,933 | 33,177 |
Recurring Basis | ||
Liability: | ||
Derivative liability | 12,914 | 6,351 |
Money Market Funds | Recurring Basis | ||
Assets: | ||
Cash equivalents | 72,796 | 30,188 |
Level 1 | Money Market Funds | Recurring Basis | ||
Assets: | ||
Cash equivalents | 72,796 | 30,188 |
Level 3 | Recurring Basis | ||
Liability: | ||
Derivative liability | $ 12,914 | $ 6,351 |
Risks and Fair Value - Measurem
Risks and Fair Value - Measurement inputs (Details) - 2026 Convertible Notes | Mar. 31, 2023 | Dec. 31, 2022 |
Company's stock price | ||
Derivative Liability | ||
Debt instrument, measurement input | 5.27 | 2.81 |
Volatility | ||
Derivative Liability | ||
Debt instrument, measurement input | 0.760 | 0.938 |
Bond yield | ||
Derivative Liability | ||
Debt instrument, measurement input | 0.155 | 0.162 |
Risks and Fair Value - Derivati
Risks and Fair Value - Derivative Roll-Forward (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Roll forward of the derivative liability | |
Balance at beginning of period | $ 6,351 |
Change in fair value | 6,563 |
Balance at end of period | $ 12,914 |
Equity - Preferred Stock (Detai
Equity - Preferred Stock (Details) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Equity | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Equity - Common Stock (Details)
Equity - Common Stock (Details) - USD ($) $ in Thousands | Aug. 09, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Nov. 04, 2022 |
Common Stock | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||
Common Stock | 2021 Sales Agreement | ||||
Common Stock | ||||
Maximum aggregate proceeds from offering | $ 100,000 | |||
Number of shares issued | 0 |
Stock-Based Awards - Additional
Stock-Based Awards - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Stock-Based Awards | |
Stock options and RSUs expired or were forfeited (in shares) | 131,347 |
2021 Incentive Plan | |
Stock-Based Awards | |
Number of shares of common stock available for issuance | 2,055,747 |
2021 Incentive Plan | Common Stock | |
Stock-Based Awards | |
Shares issuable under options, granted (in shares) | 2,991,141 |
Exercise price (in dollars per share) | $ / shares | $ 3.89 |
2019 Inducement Plan | |
Stock-Based Awards | |
Number of shares of common stock available for issuance | 545,375 |
2014 Employee Stock Purchase Plan | |
Stock-Based Awards | |
Number of shares of common stock available for issuance | 689,475 |
Restricted Stock Units (RSUs) | 2021 Incentive Plan | |
Stock-Based Awards | |
Granted (in shares) | 947,633 |
Stock-Based Awards - Stock-Base
Stock-Based Awards - Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock-based Compensation | ||
Stock-based compensation expense | $ 4,572 | $ 4,209 |
Unrecognized stock-based compensation cost | $ 26,118 | |
Weighted average period of unrecognized stock-based compensation cost expected to be recognized | 2 years 6 months 29 days | |
Research and Development Expense | ||
Stock-based Compensation | ||
Stock-based compensation expense | $ 1,141 | 1,062 |
Selling and Marketing Expense | ||
Stock-based Compensation | ||
Stock-based compensation expense | 1,043 | 1,138 |
General and Administrative Expense | ||
Stock-based Compensation | ||
Stock-based compensation expense | $ 2,388 | $ 2,009 |
Net (Loss) Income Per Share - B
Net (Loss) Income Per Share - Basic (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Basic net loss per share attributable to common stockholders: | ||
Net loss attributable to common stockholders | $ (30,318) | $ (12,542) |
Weighted average common shares outstanding, basic | 77,386,287 | 76,745,663 |
Net loss per share, basic | $ (0.39) | $ (0.16) |
Net Loss Per Share - Diluted Ne
Net Loss Per Share - Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Reconciliation of net loss attributable to common stockholders for basic and diluted net loss per share | ||
Net loss attributable to common stockholders, basic | $ (12,542) | |
Interest expense on 2026 Convertible Note | 1,123 | |
Change in fair value of derivative liability | (6,958) | |
Net loss attributable to common stockholders, diluted | $ (18,377) | |
Weighted average common shares outstanding, basic | 77,386,287 | 76,745,663 |
Shares issuable upon conversion of 2026 Convertible Note, as if converted | 5,769,232 | |
Weighted average common shares outstanding, diluted | 77,386,287 | 82,514,895 |
Net loss per share attributable to common stockholders, diluted | $ (0.39) | $ (0.22) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Antidilutive Securities, Excluded from Computation of Diluted Net Loss per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Total common stock equivalents | 24,024,233 | 14,544,284 |
Options to Purchase Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Total common stock equivalents | 16,546,260 | 13,618,221 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Total common stock equivalents | 1,708,741 | 926,063 |
2026 Convertible Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Total common stock equivalents | 5,769,232 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - WilmerHale - Legal Fees. - Chief Business Officer - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transactions | |||
Expenses incurred | $ 394 | $ 327 | |
Accounts payable | 156 | $ 0 | |
Accrued expenses | $ 238 | $ 24 |