Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 10, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Unity Biotechnology, Inc. | ||
Entity Central Index Key | 0001463361 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
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 Interactive Data Current | Yes | ||
Entity Common Stock, Shares Outstanding | 14,339,119 | ||
Entity Public Float | $ 32,542,134 | ||
Entity File Number | 001-38470 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 26-4726035 | ||
Entity Address, Address Line One | 285 East Grand Ave. | ||
Entity Address, City or Town | South San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94080 | ||
City Area Code | 650 | ||
Local Phone Number | 416-1192 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | false | ||
Title of 12(b) Security | Common Stock, par value $0.0001 | ||
Security Exchange Name | NASDAQ | ||
Trading Symbol | UBX | ||
Auditor Firm ID | 42 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | San Mateo, California | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Definitive Proxy Statement relating to the 2023 Annual Meeting of Shareholders, scheduled to be held on June 23, 2023, are incorporated by reference into Part III of this Report. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K. |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | ||
Current assets: | ||||
Cash and cash equivalents | $ 12,736 | $ 32,905 | [1] | |
Short-term marketable securities | 82,059 | 55,170 | [1] | |
Prepaid expenses and other current assets | 1,740 | 1,879 | [1] | |
Restricted cash | 0 | 550 | [1] | |
Total current assets | 96,535 | 90,504 | [1] | |
Property and equipment, net | 7,825 | 9,942 | [1] | |
Operating lease right-of-use assets | 19,042 | 21,286 | [1] | |
Long-term marketable securities | 0 | 1,993 | [1] | |
Long-term restricted cash | 896 | 896 | [1] | |
Other long-term assets | 52 | 91 | [1] | |
Total assets | 124,350 | 124,712 | [1] | |
Current liabilities: | ||||
Accounts payable | 1,790 | 1,985 | [1] | |
Accrued compensation | 3,020 | 4,028 | [1] | |
Accrued and other current liabilities | 5,334 | 6,370 | [1] | |
Deferred revenue | 0 | 216 | [1] | |
Derivative liability related to debt | 0 | 963 | [1] | |
Current portion of long-term debt | 9,476 | 3,055 | [1] | |
Total current liabilities | 19,620 | 16,617 | [1] | |
Operating lease liability, net of current portion | 26,991 | 30,094 | [1] | |
Long-term debt, net | 10,891 | 18,409 | [1] | |
Other long-term liabilities | 0 | 23 | [1] | |
Total liabilities | 57,502 | 65,143 | [1] | |
Commitments and contingencies (Note 7) | ||||
Stockholders’ equity: | ||||
Convertible preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding | 0 | 0 | [1] | |
Common stock, $0.0001 par value; 300,000,000 shares authorized as of December 31, 2022 and 2021;14,215,302 and 6,299,165 shares issued and outstanding as of December 31, 2022 and 2021, respectively | [2] | 1 | 1 | [1] |
Additional paid-in capital | 527,049 | 459,636 | [1] | |
Accumulated other comprehensive gain | (251) | (44) | [1] | |
Accumulated deficit | (459,951) | (400,024) | [1] | |
Total stockholders’ equity | 66,848 | 59,569 | [1] | |
Total liabilities and stockholders’ equity | $ 124,350 | $ 124,712 | [1] | |
[1] The balance sheet as of December 31, 2021 (as adjusted for the Reverse Split, as defined in Note 2) is derived from the audited financial statements as of that date. The Company effected a reverse stock split of its outstanding shares of common stock on October 19, 2022 where every ten shares of its common stock issued and outstanding was converted into one share of common stock. Any fractional post-split shares as a result of the reverse split were rounded down to the nearest whole post-split share. Shareholders of the Company previously authorized the Board of Directors to approve a reverse stock split at the annual meeting on October 18, 2022. All share amounts and per share amounts disclosed in this Annual Report on Form 10-K have been restated to reflect the reverse stock split on a retroactive basis in all periods presented. |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares |
Statement of Financial Position [Abstract] | ||
Convertible preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 14,215,302 | 6,299,158 |
Common stock, shares outstanding | 14,215,302 | 6,299,158 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Statement of Comprehensive Income [Abstract] | ||||
Licensing revenue – Related Party | $ 236 | $ 4,784 | $ 0 | |
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | us-gaap:LicenseMember | us-gaap:LicenseMember | ||
Operating expenses: | ||||
Research and development | $ 36,859 | $ 38,393 | 67,309 | |
General and administrative | 20,949 | 23,056 | 24,025 | |
Change in fair value of contingent consideration | 0 | 0 | (33) | |
Impairment of long-lived assets | 0 | 0 | 2,629 | |
Total operating expenses | 57,808 | 61,449 | 93,930 | |
Loss from operations | (57,572) | (56,665) | (93,930) | |
Interest income | 1,220 | 100 | 1,196 | |
Interest expense | (3,558) | (3,177) | (1,292) | |
Other income (expense), net | (17) | (983) | 182 | |
Net loss | (59,927) | (60,725) | (93,844) | |
Other comprehensive loss | ||||
Unrealized loss on marketable debt securities | (207) | (49) | (85) | |
Comprehensive loss | $ (60,134) | $ (60,774) | $ (93,929) | |
Net loss per share, basic | $ (6.31) | $ (10.88) | $ (18.45) | |
Net loss per share, diluted | $ (6.31) | $ (10.88) | $ (18.45) | |
Weighted average number of shares used in computing net loss per share, basic | [1] | 9,494,421 | 5,581,587 | 5,086,489 |
Weighted average number of shares used in computing net loss per share, diluted | [1] | 9,494,421 | 5,581,587 | 5,086,489 |
[1] The Company effected a reverse stock split of its outstanding shares of common stock on October 19, 2022 where every ten shares of its common stock issued and outstanding was converted into one share of common stock. Any fractional post-split shares as a result of the reverse split were rounded up to the nearest whole post-split share. Shareholders of the Company previously authorized the Board of Directors to approve a reverse stock split at the annual meeting on October 18, 2022. All share amounts and per share amounts disclosed in this Annual Report on Form 10-K have been restated to reflect the reverse stock split on a retroactive basis in all periods presented. |
Statements of Operations and _2
Statements of Operations and Comprehensive Loss (Parenthetical) | Oct. 19, 2022 |
Statement of Comprehensive Income [Abstract] | |
Reverse stock split ratio | 0.1 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | At The Market Equity Offering Program | Equity Purchase Agreement Lincoln Park Capital Fund LLC | Follow On Offering | Loan Agreement Hercules Capital | Common Stock | Common Stock At The Market Equity Offering Program | Common Stock Equity Purchase Agreement Lincoln Park Capital Fund LLC | [1] | Common Stock Follow On Offering | [1] | Common Stock Loan Agreement Hercules Capital | [1] | Additional Paid-In Capital | Additional Paid-In Capital At The Market Equity Offering Program | Additional Paid-In Capital Equity Purchase Agreement Lincoln Park Capital Fund LLC | Additional Paid-In Capital Follow On Offering | Additional Paid-In Capital Loan Agreement Hercules Capital | Related Party Promissory Notes for Purchase of Common Stock | Employee Promissory Notes for Purchase of Common Stock | Accumulated Other Comprehensive Gain (Loss) | Accumulated Deficit | ||||
Beginning balance at Dec. 31, 2019 | $ 120,708 | $ 1 | [1] | $ 366,700 | $ (210) | $ (418) | $ 90 | $ (245,455) | ||||||||||||||||||
Beginning balance, (in shares) at Dec. 31, 2019 | [1] | 4,722,674 | ||||||||||||||||||||||||
Issuance of common stock, net of issuance costs | $ 37,270 | $ 37,270 | ||||||||||||||||||||||||
Issuance of common stock (in shares) | [1] | 500,226 | ||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 1,510 | 1,510 | ||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | [1] | 41,048 | ||||||||||||||||||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | [1] | 10,302 | ||||||||||||||||||||||||
Vesting of early exercised stock options | 216 | 216 | ||||||||||||||||||||||||
Stock-based compensation | 13,746 | 13,746 | ||||||||||||||||||||||||
Common stock issued for services | 100 | 100 | ||||||||||||||||||||||||
Common stock issued for services (in shares) | [1] | 4,355 | ||||||||||||||||||||||||
Common stock issued to third parties for milestone payments | 2,310 | 2,310 | ||||||||||||||||||||||||
Common stock issued to third parties for milestone payments, (in shares) | [1] | 36,164 | ||||||||||||||||||||||||
Repayment of promissory note from employee from purchase of common stock | 374 | 374 | ||||||||||||||||||||||||
Repayment of promissory note from employee through repurchase of early exercise shares | (44) | $ 44 | ||||||||||||||||||||||||
Repayment of promissory note from employee through repurchase of early exercise shares (in shares) | [1] | (1,291) | ||||||||||||||||||||||||
Issuance of common stock under employee stock purchase plan (“2018 ESPP”) | 576 | 576 | ||||||||||||||||||||||||
Issuance of common stock under employee stock purchase plan ("2018 ESPP") (in Shares) | [1] | 11,810 | ||||||||||||||||||||||||
Unrealized loss on available-for-sale marketable securities | (85) | (85) | ||||||||||||||||||||||||
Net loss | (93,844) | (93,844) | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | 82,881 | $ 1 | [1] | 422,384 | (210) | 5 | (339,299) | |||||||||||||||||||
Ending balance, (in shares) at Dec. 31, 2020 | [1] | 5,325,288 | ||||||||||||||||||||||||
Issuance of common stock, net of issuance costs | 10,357 | $ 9,039 | $ 2,704 | 10,357 | $ 9,039 | $ 2,704 | ||||||||||||||||||||
Issuance of common stock (in shares) | 300,000 | 189,453 | [1] | 417,286 | 172,736 | |||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 1,795 | 1,795 | ||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | [1] | 49,754 | ||||||||||||||||||||||||
Repurchase of early exercised shares, (in shares) | [1] | (3,337) | ||||||||||||||||||||||||
Vesting of restricted stock units, (in shares) | [1] | 96,269 | ||||||||||||||||||||||||
Stock-based compensation | 11,553 | 11,553 | ||||||||||||||||||||||||
Common stock granted to third party | 1,457 | 1,457 | ||||||||||||||||||||||||
Common stock issued to third parties, (in shares) | [1] | 40,005 | ||||||||||||||||||||||||
Repayment of promissory note from employee from purchase of common stock | 210 | $ 210 | ||||||||||||||||||||||||
Issuance of common stock under employee stock purchase plan (“2018 ESPP”) | 347 | 347 | ||||||||||||||||||||||||
Issuance of common stock under employee stock purchase plan ("2018 ESPP") (in Shares) | [1] | 11,704 | ||||||||||||||||||||||||
Unrealized loss on available-for-sale marketable securities | (49) | (49) | ||||||||||||||||||||||||
Net loss | (60,725) | (60,725) | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 59,569 | [2] | $ 1 | [1] | 459,636 | (44) | (400,024) | |||||||||||||||||||
Ending balance, (in shares) at Dec. 31, 2021 | 6,299,158 | 6,299,158 | [1] | |||||||||||||||||||||||
Issuance of common stock, net of issuance costs | $ 12,155 | $ 910 | $ 41,648 | $ 3,179 | $ 12,155 | $ 910 | $ 41,648 | $ 3,179 | ||||||||||||||||||
Issuance of common stock (in shares) | 90,000 | 1,019,046 | [1] | 90,000 | 6,428,571 | 262,761 | ||||||||||||||||||||
Vesting of restricted stock units, (in shares) | [1] | 90,284 | ||||||||||||||||||||||||
Stock-based compensation | $ 9,379 | 9,379 | ||||||||||||||||||||||||
Issuance of common stock under employee stock purchase plan (“2018 ESPP”) | 142 | 142 | ||||||||||||||||||||||||
Issuance of common stock under employee stock purchase plan ("2018 ESPP") (in Shares) | [1] | 25,482 | ||||||||||||||||||||||||
Unrealized loss on available-for-sale marketable securities | (207) | (207) | ||||||||||||||||||||||||
Net loss | (59,927) | (59,927) | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 66,848 | $ 1 | [1] | $ 527,049 | $ (251) | $ (459,951) | ||||||||||||||||||||
Ending balance, (in shares) at Dec. 31, 2022 | 14,215,302 | 14,215,302 | [1] | |||||||||||||||||||||||
[1] The Company effected a reverse stock split of its outstanding shares of common stock on October 19, 2022 where every ten shares of its common stock issued and outstanding was converted into one share of common stock. Any fractional post-split shares as a result of the reverse split were rounded down to the nearest whole post-split share. Shareholders of the Company previously authorized the Board of Directors to approve a reverse stock split at the annual meeting on October 18, 2022. All share amounts and per share amounts disclosed in this Annual Report on Form 10-K have been restated to reflect the reverse stock split on a retroactive basis in all periods presented. The balance sheet as of December 31, 2021 (as adjusted for the Reverse Split, as defined in Note 2) is derived from the audited financial statements as of that date. |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | |||
Net loss | $ (59,927) | $ (60,725) | $ (93,844) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 2,180 | 2,880 | 3,449 |
Amortization of debt issuance costs | 1,318 | 813 | 318 |
Debt extinguishment gain upon conversion to equity | (199) | (123) | 0 |
Net accretion and amortization of premium and discounts on marketable securities | (276) | 1,043 | 256 |
Other expense related to the commitment shares issued to Lincoln Park Capital Fund | 0 | 825 | 0 |
Gain on disposal of property and equipment | (346) | 0 | 0 |
Stock-based compensation | 9,379 | 11,553 | 13,813 |
Common stock issued to third parties | 0 | 1,457 | 1,211 |
Non-cash rent expense | (2,136) | (2,152) | (1,076) |
Impairment of long-lived assets | 0 | 0 | 2,629 |
Change in fair value of strategic investment | 0 | 0 | (502) |
Change in fair value of contingent consideration | 0 | 0 | (33) |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | 138 | 1,288 | (1,168) |
Other long-term assets | 39 | (91) | 628 |
Accounts payable | (194) | (573) | (2,640) |
Accrued compensation | (1,008) | (1,327) | (517) |
Accrued liabilities and other current liabilities | 26 | (1,131) | (857) |
Other long-term liabilities | (23) | 24 | 0 |
Derivative liability related to debt | 0 | 963 | 0 |
Deferred revenue | 0 | 216 | 0 |
Net cash used in operating activities | (51,029) | (45,060) | (78,333) |
Investing activities | |||
Purchase of marketable securities | (98,827) | (81,492) | (138,486) |
Maturities of marketable securities | 74,000 | 121,000 | 127,915 |
Sale of property and equipment | 378 | 0 | 0 |
Sale of strategic investments | 0 | 0 | 6,009 |
Purchase of property and equipment | (96) | (195) | (646) |
Net cash provided by (used in) investing activities | (24,545) | 39,313 | (5,208) |
Financing activities | |||
Proceeds from repayment of employee promissory notes | 0 | 210 | 374 |
Proceeds from long-term debt, net of issuance costs to lender | 0 | 0 | 24,550 |
Payment of long-term debt non-lender issuance costs | 0 | 0 | (360) |
Proceeds from issuance of common stock upon exercise of stock options, net of repurchases | 0 | 1,784 | 1,510 |
Proceeds from issuance of common stock under the 2018 ESPP | 142 | 347 | 576 |
Current portion of long-term debt arrangement | 0 | (68) | 0 |
Payments made on capital lease obligations | 0 | 0 | (45) |
Net cash provided by financing activities | 54,855 | 20,845 | 63,875 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (20,719) | 15,098 | (19,666) |
Cash, cash equivalents and restricted cash at beginning of year | 34,351 | 19,253 | 38,919 |
Cash, cash equivalents and restricted cash at end of year | 13,632 | 34,351 | 19,253 |
Supplemental Disclosures of Cash Flow Information: | |||
Cash paid for interest | 2,204 | 2,370 | 773 |
Supplemental Disclosures of Non-Cash Investing and Financing Activities | |||
Issuance of common shares in payment of debt | 3,179 | 2,704 | 0 |
Property and equipment included in accounts payable | 0 | 0 | 13 |
Issuance of common stock in settlement of contingent consideration milestone | 0 | 0 | 1,098 |
Issuance of shares in settlement of share-based liability | 0 | 0 | 100 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 0 | 0 | 27,714 |
ATM Offering Program | |||
Financing activities | |||
Proceeds from issuance of common stock, net of issuance costs | 12,155 | 10,357 | 37,270 |
Follow-on Offering | |||
Financing activities | |||
Proceeds from issuance of common stock, net of issuance costs | 41,648 | 0 | 0 |
Lincoln Park Capital Fund Equity Purchase Agreement | |||
Financing activities | |||
Proceeds from issuance of common stock, net of issuance costs | $ 910 | $ 8,215 | $ 0 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization Description of Business Unity Biotechnology, Inc. (the “Company”) is a biotechnology company engaged in the research and development of therapeutics to slow, halt, or reverse diseases of aging. The Company devotes substantially all of its time and efforts to performing research and development and raising capital. The Company’s headquarters are located in South San Francisco, California. The Company was incorporated in the State of Delaware in 2009. Liquidity The Company’s Financial Statements have been prepared on a going concern basis, which contemplates the continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has incurred operating losses and has an accumulated deficit as a result of ongoing efforts to develop drug product candidates, including conducting preclinical and clinical trials and providing general and administrative support for these operations. The Company had an accumulated deficit of $ 460.0 million as of December 31, 2022. During the year ended December 31, 2022, the Company incurred a net loss of $ 59.9 million and used $ 51.0 million of cash in operating activities. To date, none of the Company’s drug candidates have been approved for sale, and therefore, the Company has no t generated any product revenue and does not expect positive cash flows from operations in the foreseeable future. The Company has financed its operations primarily through private placements of preferred stock and promissory notes, public equity issuances, and more recently, from its ATM Offering Program (as defined in Note 10), the Term Loan Facility (as defined in Note 8), an Equity Purchase Agreement (as defined in Note 10), and the sale of common stock and warrants under a Follow-On Offering (as defined in Note 10), and will continue to be dependent upon equity and/or debt financing until the Company is able to generate positive cash flows from its operations. The Company had cash, cash equivalents and marketable securities of $ 94.8 million as of December 31, 2022. The Company expects that its cash and cash equivalents as of December 31, 2022 will not be sufficient to fund its current business plan including related operating expenses and capital expenditure requirements through at least 12 months from the date of issuance of these Financial Statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company plans to seek to address this condition by raising additional capital to finance its operations. The future viability of the Company is dependent on its ability to raise additional capital to finance its operations. Although the Company has been successful in raising capital in the past, there is no assurance that it will be successful in obtaining such additional financing. Therefore, it is not considered probable that the Company’s plans to raise additional capital will alleviate the substantial doubt regarding its ability to continue as a going concern. Management expects operating losses to continue for the foreseeable future. As a result, the Company will need to raise additional capital. If sufficient funds on acceptable terms are not available when needed, the Company could be required to significantly reduce its operating expenses and delay, reduce the scope of, or eliminate one or more of its development programs. Failure to manage discretionary spending or raise additional financing, as needed, may adversely impact the Company’s ability to achieve its intended business objectives. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of Securities and Exchange Commission (“SEC”) for reporting. The Company effected a reverse stock split on October 19, 2022 of its outstanding shares of common stock at a ratio of 1-for-10 pursuant to a Certificate of Amendment to the Company's Certificate of Incorporation filed with the Secretary of State of the State of Delaware. The reverse stock split was reflected on the Nasdaq Global Select Market beginning with the opening of trading on October 20, 2022. Accordingly, an amount equal to the par value of the decreased shares resulting from the reverse stock split was reclassified from "Additional paid-in capital" to "Common stock". Any fractional post-split shares as a result of the reverse stock split were rounded down to the nearest whole post-split share. The reverse stock split did not change the par value of the Company's common stock or the authorized number of shares of the Company's common stock. All share amounts and per share amounts disclosed in this Annual Report on Form 10-K have been restated to reflect the reverse stock split on a retroactive basis in all periods presented. Warrants The Company determines the accounting classification of warrants that are issued, as either liability or equity, by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity, and then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. Under ASC 480-10, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the issuer to settle the warrants or the underlying shares by paying cash or other assets, or must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480-10, the Company assesses the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815-40, in order to conclude equity classification, the Company assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815-40 or other applicable principles of GAAP. After all relevant assessments are made, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded in the statements of operations as a gain or loss. Equity classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company bases its estimates on historical experience and market-specific or other relevant assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s balance sheets and the amount of expenses and income reported for each of the periods presented are affected by estimates and assumptions, which are used for, but are not limited to, determining the fair value of assets and liabilities, contingent consideration liability, the fair value of right-of-use assets and lease liabilities, embedded derivatives and stock-based compensation. Actual results could differ from such estimates or assumptions. Segments The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with original maturities of 90 days or less from the date of purchase to be cash equivalents. Cash equivalents primarily include money market funds that invest in U.S. Treasury obligations which are stated at fair value. The Company has issued letters of credit under its lease agreements which have been collateralized. This cash is classified as noncurrent restricted cash on the balance sheet based on the term of the underlying lease. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheets that sum to the total of the same amounts shown in the statements of cash flows (in thousands). December 31, 2022 2021 2020 Cash and cash equivalents $ 12,736 $ 32,905 $ 17,807 Restricted cash 896 1,446 1,446 Total cash, cash equivalents, and restricted cash $ 13,632 $ 34,351 $ 19,253 Marketable Securities The Company generally invests its excess cash in investment grade, short to intermediate-term, fixed income securities. Such investments are considered available-for-sale debt securities and reported at fair value with unrealized gains and losses included as a component of stockholders’ equity. Marketable securities with original maturities of greater than 90 days from the date of purchase but less than one year from the balance sheet date that are available to be converted into cash to fund current operations are classified as short-term, while marketable securities with maturities in one year or beyond one year from the balance sheet date are classified as long-term. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income on the statements of operations and comprehensive loss. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on marketable securities are included in other expense. The cost of securities sold is determined using the specific identification method . The Company periodically evaluates whether declines in fair values of its marketable securities below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss as well as the Company’s ability and intent to hold the marketable security until a forecasted recovery occurs. Additionally, the Company assesses whether it has plans to sell the security or it is more likely than not it will be required to sell any marketable securities before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of the marketable security, duration and severity of the decline in value, and management’s strategy and intentions for holding the marketable security. To date, the Company has not recorded any impairment charges on its marketable securities related to other-than-temporary declines in market value. Strategic Investments The Company has previously made investments in strategic partners and may do so again in the future. The Company does not intend to have a controlling interest or significant influence when it makes these strategic investments. Investments in equity securities of strategic partners with readily determinable fair values are measured using quoted market prices, with changes recorded through other income (expense), net in the statement of operations and comprehensive loss. Fair Value Measurements The Company’s financial instruments during the periods presented consist of cash and cash equivalents, restricted cash, marketable securities, strategic investments, prepaid expenses and other current assets, accounts payable, accrued compensation, accrued and other current liabilities, contingent consideration liabilities, derivative liabilities related to debt and long-term debt. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. Level 3 instruments incorporate certain unobservable inputs such as the selected discount rate of the related loan. These estimates may be subjective in nature and involve uncertainties and matters of judgment. Revenue Recognition The Company recognizes revenue in accordance with the provisions of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, or Topic 606. In determining the appropriate amount and timing of revenue to be recognized under this guidance, the Company performs the following five steps: (i) identifies the contract(s) with our customer; (ii) identifies the promised goods or services in the agreement and determine whether they are performance obligations, including whether they are distinct in the context of the agreement; (iii) measures the transaction price, including the constraint on variable consideration; (iv) allocates the transaction price to the performance obligations based on stand-alone selling prices; and (v) recognizes revenue when (or as) the Company satisfies each performance obligation. A performance obligation is a promise in an agreement to transfer a distinct good or service to the customer and is the unit of account in Topic 606. Significant management judgment is required to determine the level of effort required and the period over which completion of the performance obligations is expected under an agreement. If reasonable estimates regarding when performance obligations are either complete or substantially complete cannot be made, then revenue recognition is deferred until a reasonable estimate can be made. Revenue is then recognized over the remaining estimated period of performance using the cumulative catch-up method. The Company allocates the total transaction price to each performance obligation based on the estimated relative stand-alone selling prices of the promised goods or services underlying each performance obligation. The total consideration which the Company expects to collect in exchange for the Company’s products is an estimate and may be fixed or variable. The Company constrains the estimated variable consideration when it assesses it is probable that a significant reversal in the amount of cumulative revenue recognized may occur in future periods. The transaction price is re-evaluated, including the estimated variable consideration included in the transaction price and all constrained amounts, in each reporting period and as uncertain events are resolved or other changes in circumstances occur. The allocation of the transaction price is performed based on standalone selling prices, which are based on estimated amounts that the Company would charge for a performance obligation if it were sold separately. Revenue is recognized when, or as, performance obligations in the contracts are satisfied, in the amount reflecting the expected consideration to be received from the goods or services transferred to the customers. Consideration received in advance are recorded as deferred revenue and are recognized as the related performance obligation is satisfied. Following is a description of the principal activities from which the Company generates revenue. License revenue primarily represent amounts earned under agreements that license our intellectual property to other companies. See Note 5, “License Revenue, Agreements and Strategic Investment” for further detail. Consideration under these contracts generally includes a nonrefundable upfront payment, development, regulatory and commercial milestones and royalties based on net sales of approved products. Licenses of Intellectual Property. If the Company determines the license to intellectual property is distinct from the other performance obligations identified in the agreement and the licensee can use and benefit from the license, the Company recognizes revenue from the estimated transaction price that is allocated to the license. Licensing arrangements are analyzed to determine whether the promised goods or services, which may include licenses, transfer of know-how, transfer of materials, research and development services and governance committee services, are distinct or whether they must be accounted for as part of a combined performance obligation. If the license is considered not to be distinct, the license would then be combined with other promised goods or services as a combined performance obligation. If the Company is involved in a governance committee, it assesses whether its involvement constitutes a separate performance obligation. When governance committee services are determined to be separate performance obligations, the Company determines the fair value to be allocated to this promised service. Milestone Payments : At the inception of each agreement that includes milestone payments, the Company evaluates whether the milestones are considered probable of being achieved and estimate the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the value of the associated milestone is included in the transaction price. For milestones that the Company do not deem to be probable of being achieved, the associated milestone payments are fully constrained and the value of the milestone is excluded from the transaction price with no revenue being recognized. For example, milestone payments that are not within our control, such as regulatory-related accomplishments, are not considered probable of being achieved until those accomplishments have been communicated by the relevant regulatory authority. Once the assessment of probability of achievement becomes probable, the Company recognizes revenue for the milestone payment. At each reporting date, the Company assesses the probability of achievement of each milestone under our current agreements. Royalties . For agreements with sales-based royalties, including milestone payments based on the level of sales, where the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (a) when the related sales occur, or (b) when the performance obligation, to which some or all of the royalty has been allocated, has been satisfied (or partially satisfied). At each reporting date, the Company estimates the sales incurred by each licensee during the reporting period based on historical experience and accrues the associated royalty amount. Concentrations of Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, and marketable securities. Substantially all of the Company’s cash and cash equivalents and restricted cash is deposited in accounts with financial institutions that management believes are of high credit quality. Such deposits have and will continue to exceed federally insured limits. The Company maintains its cash with accredited financial institutions and accordingly, such funds are subject to minimal credit risk. The Company has not experienced any losses on its cash deposits. The Company’s investment policy limits investments in marketable securities to certain types of securities issued by the U.S. government, its agencies and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash, cash equivalents, restricted cash and marketable securities and issuers of marketable securities to the extent recorded on the balance sheets. As of December 31, 2022 and 2021, the Company had no off-balance sheet concentrations of credit risk. The Company depends on third-party suppliers for key raw materials used in its manufacturing processes and is subject to certain risks related to the loss of these third-party suppliers or their inability to supply the Company with adequate raw materials. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. To date, the Company’s operations have not been materially impacted by the COVID-19 pandemic. However, the Company cannot at this time predict the specific extent, duration, or full impact that the COVID-19 pandemic will have on its financial condition and results of operations, including ongoing and planned clinical studies. The impact of the COVID-19 pandemic on the financial performance of the Company will depend on future developments. These developments and the impact of the COVID-19 pandemic on the financial markets and the overall economy are highly uncertain. The Company continues to monitor the impact the COVID-19 pandemic may have on the clinical development of its product candidates, including potential delays or modifications to its ongoing and planned studies. Research and Development Expenses and Accruals Costs related to research, design, and development of drug candidates are charged to research and development expense as incurred. Research and development costs include, but are not limited to, payroll and personnel expenses for personnel contributing to research and development activities, laboratory supplies, outside services, licenses acquired to be used in research and development, manufacturing of clinical material, pre-clinical testing and consultants and allocated overhead, including rent, equipment, depreciation, and utilities. Research and development costs are expensed as incurred unless there is an alternative future use in other research and development projects. Payments made prior to the receipt of goods or services to be used in research and development are deferred and recognized as expense in the period in which the related goods are received or services are rendered. Such payments are evaluated for current or long-term classification based on when they will be realized. As part of the process of preparing its financial statements, the Company is required to estimate expenses resulting from its obligations under contracts with vendors and consultants and clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company’s objective is to reflect the appropriate expenses in its financial statements by matching those expenses with the period in which services and efforts are expended. The Company accounts for these expenses according to the progress of the production of clinical trial materials or based on progression of the clinical trial, as measured by patient progression and the timing of various aspects of the trial. The Company determines accrual estimates by taking into account discussion with applicable personnel and outside service providers as to the progress or state of consummation of goods and services, or the services completed. During the course of a clinical trial, the rate of expense recognition is adjusted if actual results differ from the Company’s estimates. The Company makes estimates of accrued expenses as of each balance sheet date in its financial statements based on the facts and circumstances known at that time. The clinical trial accrual is dependent in part upon the timely and accurate reporting of contract research organizations, contract manufacturers, and other third-party vendors. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in reporting changes in estimates in any particular period. Adjustments to prior period estimates have not been material for the years ended December 31, 2022 and 2021. Contingent Consideration Liability The Company has entered into and may continue to enter into, license agreements to access and utilize certain technology. In each case, the Company evaluates whether the license agreement results in the acquisition of an asset or a business. To date, all of the Company’s license agreements have been considered acquisitions of assets and none have been considered acquisitions of a business. For license agreements that are considered to be acquisitions of assets, the upfront payments for such license, as well as any future milestone payments made before product approval, are immediately recognized as research and development expense when due, provided there is no alternative future use of the rights in other research and development projects. Some of the Company’s license agreements also include contingent consideration in the form of an obligation to issue additional shares of the Company’s common stock based on the achievement of certain milestones. The Company assesses on a continuous basis whether (i) such contingent consideration meets the definition of a derivative, and (ii) whether it can be classified within stockholders’ equity. Until such time when equity classification criteria are met or the milestones expire, the contingent consideration is classified as a liability. The derivative related to this contingent consideration is measured at fair value as of each balance sheet date with the related change in fair value being reflected in operating expenses. Upon a reassessment event that results in the contingent consideration no longer meeting the definition of a derivative and/or meeting equity classification criteria, the final change in fair value of the instrument is recorded within operating expenses and the liability is reclassified into stockholders’ equity. Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, generally three years. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the term of the lease. Depreciation and amortization begin at the time the asset is placed in service. Maintenance and repairs are charged to expense as incurred and costs of improvement are capitalized. Leases Prior to January 1, 2020, the Company accounted for its leases of office space and laboratory facilities under non-cancelable operating lease agreements and recognized related rent expense on a straight-line basis over the term of the lease. Incentives granted under the Company’s facilities lease, including allowances to fund leasehold improvements and rent holidays, were recognized as reductions to rental expense on a straight-line basis over the term of the lease. Lessor funded leasehold improvement incentives not yet received were recorded in prepaid expenses and other current assets on the balance sheets. The Company did not assume renewals in its determination of the lease term unless they were deemed to be reasonably assured at the inception of the lease and began recognizing rent expense on the date that it obtained the legal right to use and control the leased space. Deferred rent consisted of the difference between cash payments and the rent expense recognized. The Company recognized a liability for costs that would continue to be incurred under a lease contract for its remaining term without economic benefit at its fair value when the entity ceased using the right conveyed by the contract, which was when the space was completely vacated. Subsequent to January 1, 2020, the Company determines whether the arrangement is or contains a lease at the inception of the arrangement and if so, whether such a lease is classified as a financing lease or an operating lease. Operating leases are included in operating lease right-of-use assets, (“ROU assets”), operating lease liabilities, net of current portion, and accrued and other current liabilities on the Company’s balance sheets. The Company has elected not to recognize on the balance sheets leases with terms of one year or less. Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and are considered long-lived assets for purposes of identifying, recognizing and measuring impairment. Operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of lease payments over the expected lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment, in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made or incentives received and impairment charges if the Company determines the ROU asset is impaired and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options to extend or terminate the lease. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has elected to not separate lease and non-lease components for its leased assets and accounts for all lease and non-lease components of its agreements as a single lease component. The lease components resulting in a ROU asset have been recorded on the balance sheets and are amortized as lease expense on a straight-line basis over the lease term. The Company has subleased all of its Brisbane, California facility and a portion of its South San Francisco, California facility under agreements considered to be operating leases according to ASC 842. The Company has not been legally released from its primary obligations under the original leases and therefore it continues to account for the original leases as it did before commencement of the subleases. The Company records both fixed and variable payments received from the sublessee in its statements of operations on a straight-line basis as an offset to rent expense. The Company does not have any material financing leases. Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable. If indicators of impairment exist and the undiscounted future cash flows that the assets are expected to generate are less than the carrying value of the assets, the Company reduces the carrying amount of the assets through an impairment charge, to their estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. During the year ended December 31, 2020, the Company evaluated indicators of impairment for the ROU asset and related leasehold improvements considering the current economic environment and COVID-19 outbreak, its impact on subleasing activity and the exit of its previous headquarters located in Brisbane, California. The Company concluded the carrying value of these assets were not fully recoverable and recorded an impairment charge of $ 2.6 million. See Note 7, “Commitments and Contingencies”. Determining estimated discounted cash flows for purposes of an impairment analysis requires the Company to make estimates and assumptions regarding the amount and timing of sublease income. There are often risks and uncertainties associated with the intent to sublease offices and laboratory space. Consequently, the eventual realized sublease revenues may vary from estimates as of the impairment testing date and adjustments may occur in future periods . Stock-Based Compensation The Company measures compensation expense for all stock-based awards based on their grant date fair value. For stock-based awards with service conditions only, stock-based compensation expense is recognized over the requisite service period using the straight-line method. For awards with performance conditions, the Company evaluates the probability of achieving performance condition at each reporting date. The Company begins to recognize stock-based compensation expense using an accelerated attribution method when it is deemed probable that the performance condition will be met. Forfeitures are recognized as they occur. The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock option awards that do not contain market conditions. The Black-Scholes option-pricing model requires assumptions to be made related to the expected term of an award, expected dividends, expected volatility and risk-free rate. The Company has used the Monte-Carlo option-pricing model to estimate the fair value of stock option awards that contain only market conditions. The Monte-Carlo option pricing model uses similar input assumptions as the Black-Scholes model; however, it further incorporates into the fair-value determination the possibility that the market condition may not be satisfied. Embedded Derivatives of the Loan Agreement The Company measures derivative liability related to debt at fair value. Estimated fair value of the derivative liability related to debt, initially measured and recorded on the date of the amendment of the loan and security agreement, is considered to be a Level 3 instrument. The fair value of the derivative liability related to debt is based on the term loan principal, the date of maturity, the contractual term loan interest rate, the convertible discount factor, and the selected discount rate of the loan. The derivative liability related to debt is recorded at fair value at the end of each reporting period with changes in estimated fair values recognized as a component of other income (expense), net in the statements of operations and comprehensive loss. Restructuring The Company recognizes restructuring charges related to reorganization plans that have been committed to by management and when liabilities have been incurred. In connection with these activities, the Company records restructuring charges at fair value for a) contractual employee termination benefits when obligations are associated to services already rendered, rights to such benefits have vested, and payment of benefits is probable and can be reasonably estimated, and b) one-time employee termination benefits when management has committed to a plan of termination, the plan identifies the employees and their expected termination dates, the details of termination benefits are complete, it is unlikely changes to the plan will be made or the plan will be withdrawn and communication to such employees has occurred. One-time employee termination benefits are recognized in their entirety when communication has occurred, and future services are not required. Contract termination costs to be incurred over the remaining contract term without economic benefit are recorded in their entirety when the contract is canceled. The recognition of restructuring charges requires the Company to make certain judgments and estimates regarding the nature, timing and amount of costs associated with the planned reorganization plan. At the end of each reporting period, the Company evaluates the remaining accrued restructuring balances to ensure that no excess accruals are retained, and the utilization of the provisions are for their intended purpose in accordance with developed restructuring plans. Income Taxes The Company uses the asset and liability method of accounting for income taxes, in which deferred tax assets and liabilities are recognized for future tax consequences attributable to the differences between the financial |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The Company determines the fair value of financial and non-financial assets and liabilities based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction between market participants at the measurement date. The identification of market participant assumptions provides a basis for determining what inputs are to be used for pricing each asset or liability. A fair value hierarchy has been established which gives precedence to fair value measurements calculated using observable inputs over those using unobservable inputs. This hierarchy prioritized the inputs into three broad levels as follows: • Level 1: Quoted prices in active markets for identical instruments • Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments) • Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments) The carrying amounts of financial instruments such as cash and cash equivalents, restricted cash, prepaid expenses and other current assets, accounts payable, accrued compensation, accrued and other current liabilities approximate the related fair values due to the short maturities of these instruments. As the long-term debt is subject to variable interest rates that are based on market rates which are regularly reset, considering level 2 inputs, the Company believes the carrying value of the long-term debt approximates its fair value. The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows (in thousands): December 31, 2022 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 5,083 $ 5,083 $ — $ — Total cash equivalents 5,083 5,083 — — Short-term marketable securities: U.S. treasuries 30,758 — 30,758 — U.S. government debt securities 51,301 — 51,301 — Total short-term marketable securities 82,059 — 82,059 — Total assets subject to fair value measurements $ 87,142 $ 5,083 $ 82,059 $ — December 31, 2021 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 21,421 $ 21,421 $ — $ — Total cash equivalents 21,421 21,421 — — Short-term marketable securities: U.S. treasuries 52,146 — 52,146 — U.S. government debt securities 3,024 — 3,024 — Total short-term marketable securities 55,170 — 55,170 — Long-term marketable securities: U.S. treasuries 1,993 — 1,993 — Total long-term marketable securities 1,993 — 1,993 — Total assets subject to fair value measurements $ 78,584 $ 21,421 $ 57,163 $ — The Company estimates the fair value of its money market funds, U.S. and foreign commercial paper, U.S. and foreign corporate debt securities, U.S. treasuries, and U.S. government debt securities by taking into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, issuer credit spreads; benchmark securities; prepayment/default projections based on historical data; and other observable inputs. See Note 4, “Marketable Securities,” for further information regarding the carrying value of the Company's financial instruments. In December 2021, the Company recorded a derivative liability relating to an amendment to its loan and security agreement. It comprised of a redemption conversion feature which met the definition of a derivative instrument, which terms are included in the amended loan and security agreement. See Note 8, “Term Loan Facility”. The Company classified this instrument as a liability on the balance sheet because the feature was not clearly and closely related to its host instrument and met the definition of a derivative. The derivative liability was initially recorded at fair value upon issuance of the loan amendment and is being subsequently remeasured to fair value at each reporting date. Changes in the fair value of the derivative liability are recognized as a component of other income (expense), net in the statements of operations. There were no adjustments to the fair value of the derivative as of December 31, 2022. The following table provides a reconciliation of the derivative liability related to debt measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands): Derivative Liability related to (1) Balance at December 31, 2020 $ — Additions 1,782 Conversion ( 819 ) Balance at December 31, 2021 963 Conversion ( 963 ) Balance at December 31, 2022 $ — (1) Transfers into Level 3 during the year ended December 31, 2021 relate to the call option with Hercules Capital, Inc, where the lender can convert principal debt into common stock. Transfers out of Level 3 during the year relate to the conversions calls of this option made by Hercules Capitals, Inc. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | 4. Marketable Securities Marketable securities, which are classified as available-for-sale, consisted of the following (in thousands): December 31, 2022 Amortized Unrealized Unrealized Fair Cash equivalents: Money market funds $ 5,083 $ — $ — $ 5,083 Total cash equivalents 5,083 — — 5,083 Short-term marketable securities: U.S. government debt securities 51,491 6 ( 196 ) 51,301 U.S. treasuries 30,820 1 ( 63 ) 30,758 Total short-term marketable securities 82,311 7 ( 259 ) 82,059 Total marketable securities $ 87,394 $ 7 $ ( 259 ) $ 87,142 December 31, 2021 Amortized Unrealized Unrealized Fair Cash equivalents: Money market funds $ 21,421 $ — $ — $ 21,421 Total cash equivalents 21,421 — — 21,421 Short-term marketable securities: U.S. government debt securities 3,026 — ( 2 ) 3,024 U.S. treasuries 52,186 — ( 40 ) 52,146 Total short-term marketable securities 55,212 — ( 42 ) 55,170 Long-term marketable securities: U.S. treasuries 1,995 — ( 2 ) 1,993 Total long-term marketable securities 1,995 — ( 2 ) 1,993 Total marketable securities $ 78,628 $ — $ ( 44 ) $ 78,584 At December 31, 2022, the remaining contractual maturities of available-for-sale debt securities were less than a year. There have been no significant realized gains or losses on available-for-sale debt securities for the periods presented. Available-for-sale debt securities that were in a continuous loss position but were not deemed to be other than temporarily impaired were immaterial at both December 31, 2022 and 2021. The Company does not intend to and believes it is not more likely than not that it will be required to sell these debt securities before their maturities. See Note 3, “Fair Value Measurements,” for further information regarding the fair value of the Company's financial instruments. |
License Revenue, Agreements and
License Revenue, Agreements and Strategic Investment | 12 Months Ended |
Dec. 31, 2022 | |
Research and Development [Abstract] | |
License Revenue, Agreements and Strategic Investment | 5. License Revenue, Agreements and Strategic Investment The Company has entered into license agreements with other pharmaceutical and biotechnology companies. The Company’s accounts receivable balances may contain billed and unbilled amounts from milestones and other contingent payments. The Company performs a regular review of its customers’ credit risk and payment histories, including payments made after period end. Historically, the Company has not experienced credit loss from its accounts receivable and, therefore, has not recorded a reserve for estimated credit losses as of December 31, 2022. In accordance with the license agreements, the Company recognized revenue as follows: Year ended December 31, 2022 2021 2020 Jocasta Neuroscience, Inc. (1) $ 236 $ 4,784 $ — $ 236 $ 4,784 $ — (1) Jocasta Neuroscience, Inc. was deemed a related party at the effective time the agreement was made on December 17, 2021. License Agreement with Jocasta Neuroscience, Inc. In December 2021, the Company signed a License Agreement with Jocasta Neuroscience, Inc. (“the Jocasta Agreement”) to exclusively license its rights in the α-Klotho asset for development and commercialization, and included a sublicense agreement under the original license agreement with the University of California, San Francisco. Under the Jocasta Agreement, the Company received a $ 5.0 million upfront cash payment from Jocasta Neuroscience, Inc. The Company may also receive additional payments based on development milestones, approval milestones, and sales-based royalties, per indication. The Jocasta agreement is recognized in accordance with ASC 606, Revenue from Contracts with Customers , and is classified under License Revenue. Promises that the Company concluded were distinct performance obligations in the License Agreement included: (1) the license of intellectual property and delivery of know-how, and (2) the transfer of licensed compounds and materials. In order to determine the transaction price, the Company evaluated all the payments to be received during the duration of the contract. Fixed consideration exists in the form of the upfront payment. Regulatory milestones and royalties were considered variable consideration. The estimated variable consideration is constrained until the Company determines it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur in future periods. Milestone payments are constrained and not included in the transaction price due to the uncertainties of research and development. The Company will re-evaluate the transaction price, including the estimated variable consideration included in the transaction price and all constrained amounts, in each reporting period and as uncertain events are resolved or other changes in circumstances occur. The Company determined that the initial transaction price consists of the upfront payment of $ 5.0 million. The allocation of the transaction price is performed based on standalone selling prices, which are based on estimated amounts that the Company would charge for a performance obligation if it were sold separately. The transaction price allocated to the license of intellectual property and delivery of know-how was recognized upon grant of license and delivery of know-how. The transaction price allocated the transfer of licensed compounds and materials, will be recognized over time as the materials are delivered. Consideration received in advance are recorded as deferred revenue and will be recognized as the performance obligations are satisfied. For the years ended December 31, 2022, 2021 and 2020, the Company recognized $ 0.2 million, $ 4.8 million and zero , respectively, of license revenue, primarily related to the delivery of a performance obligation consisting of a license of intellectual property and related know-how which was delivered in 2021. For the years ended December 31, 2022 and 2021, the Company recorded zero and $ 0.2 million, respectively, as deferred revenue. License Agreements with Research Institutions In May 2019, the Company entered into a license agreement with The Regents of the University of California on behalf its San Francisco campus (collectively, “UCSF”) which provides the Company the rights to certain patents and related know-how to make, use, sell, offer for sale and import certain products and practice certain methods for use in the development of human therapeutics, which excludes the provision of services to third parties for consideration of any kind. The license to the Company is subject to UCSF’s reserved rights under the licensed intellectual property for educational and non-commercial research purposes and a requirement to substantially manufacture any licensed products in the United States. The Company is obligated to use diligent efforts to develop and obtain regulatory approval for at least one product commercialized pursuant to the agreement, and must meet certain regulatory and development milestones. In June 2019, as part of this license agreement, the Company issued 12,000 shares of its common stock to UCSF. In addition, the Company is obligated to pay an annual license maintenance fee and may be obligated to make milestone payments or issue up to an additional 3,400 shares of its common stock upon the occurrence of specified development events, up to aggregate milestone payments of $ 13.6 million for each product licensed under the agreement, and upon commercialization, to make royalty payments in the low single digit percentages (subject to a specified minimum annual royalty) based on net sales of products commercialized pursuant to the agreement. None of these events had occurred and no milestone payments or royalty payments had been recognized as of December 31, 2022. The upfront issuance of 12,000 shares of the Company’s common stock was valued at $ 1.0 million and recorded as additional paid-in capital upon issuance in June 2019. In December 2021, the Company entered an agreement to exclusively license its rights in the α-Klotho asset to Jocasta Neuroscience, Inc. for development and commercialization. Under the license agreement, Jocasta Neuroscience, Inc. is, in addition to the payments due to the Company, required to make all payments due to UCSF from the Company under the UCSF License. See above, “License Agreement with Jocasta Neuroscience, Inc.” for additional information on the Jocasta Agreement. The Company has also entered into license agreements with various research institutions which have provided the Company with rights to patents, and in certain cases, research “know-how” and proprietary research tools to research, develop and commercialize drug candidates. In addition to upfront consideration paid to these various research institutions in either cash or shares of the Company’s common stock, the Company may be obligated to make milestone payments, payable in cash and/or the issuance of shares of the Company’s common stock upon achievement of certain specified clinical development and/or sales events. The contingent consideration liability considered to be a derivative associated with the potential issuance of common stock related to these license agreements was not significant at December 31, 2022 and 2021. To date, none of these events has occurred and no contingent consideration, milestone or royalty payments have been recognized. Ascentage Commercial Agreements The Company was a party to three agreements, or the Commercial Agreements, with Ascentage Pharma: (a) a compound library and option agreement executed in February 2016 , the Library Agreement, granting the Company the right to research and nominate an active compound from Ascentage’s library of Bcl compounds and subsequently nominate a development candidate from any active compound in order to begin GLP toxicology work for indications outside of oncology, which expired in February 2022 ; (b) a license agreement executed in February 2016 granting the Company rights to an Ascentage Pharma compound known as APG1252, or the APG1252 License Agreement, which the Company terminated in July 2020 due to the Company’s decision to prioritize the progression of UBX1325; and (c) a second license agreement executed in January 2019 granting the Company world-wide rights to develop and commercialize UBX0601, the active parent molecule of our lead drug candidate UBX1325, outside of Greater China, or the Original Bcl Agreement, for indications outside of oncology. The Commercial Agreements referenced above include cash payments of up to $ 70.3 million as well as the equity payments of up to an aggregate of (a) 93,333 shares of common stock in the event there is only one licensed product, and (b) 133,333 shares of common stock in the event there are two or more licensed products, in each case to be issued based on the Company’s achievement of certain preclinical and clinical development and sales milestone events. The Company is required to make 80 % of all equity payments to Ascentage Pharma and the remaining 20 % to an academic institution from whom Ascentage Pharma had previously licensed the technology. The milestones include the advancement of additional compounds into Investigational New Drug application (“IND”) enabling studies, the filing of an IND, the commencement of clinical studies, Food and Drug Administration (“FDA”) and/or European Medicines Agency approval, and a net sales threshold. The Original Bcl License Agreement also includes tiered royalties in the low-single digits based on sales of licensed products. The Company issued no additional shares pursuant to these agreements during the year ended December 31, 2022. The Company had previously issued 126,975 shares of common stock to Ascentage Pharma and 29,194 shares of common stock to the academic institution from whom Ascentage Pharma had previously licensed the technology. In May 2021, the Company initiated a Phase 2 proof-of-concept study of UBX1325 in patients with diabetic macular edema. As a result of the first patient dosed in the Phase 2 proof-of-concept UBX1325 study in June 2021, the Company triggered a milestone payment of $ 2.0 million for Ascentage Pharma, which the Company elected to settle in shares of the Company’s common stock. At the instruction of Ascentage Pharma, the Company issued 29,477 shares of its common stock to Ascentage Pharma as of August 2021 with a fair market value of $ 1.1 million net of withholding taxes, and 10,527 shares of its common stock to the academic institution with a fair market value of $ 0.4 million at settlement date. The milestone payment was recognized as research and development expense in the statement of operations and comprehensive loss during the year ended December 31, 2021. The Company had previously issued 36,166 shares of its common stock with a value of $ 2.3 million to Ascentage Pharma as of December 31, 2021. The Commercial Agreements included contingent consideration in the form of additional issuances of shares of the Company’s common stock based on the achievement of the specified milestones. Upon the July 2020 termination of the license to APG1252, the Company determined that the contingency no longer applied and adjusted the fair value of the contingent consideration liability to zero . To date, no royalties were due from the sales of licensed products. Strategic Investment The Company previously held an equity investment in Ascentage International, an affiliate of Ascentage Pharma. The equity interest represented an insignificant level of ownership in the investee and was recorded within strategic investment on the Company’s condensed balance sheets. The fair value of the Company’s equity investment in Ascentage International was zero as of December 31, 2022 and 2021. The change in fair value of this investment was zero for the years ended December 31, 2022 and 2021, and $ 0.5 million for the year ended December 31, 2020 and was recorded in other income and (expense) on the statements of operations and comprehensive loss. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | 6. Balance Sheet Components Property and Equipment, Net Property and equipment, net, consists of the following (in thousands): December 31, 2022 2021 Laboratory equipment $ 4,197 $ 5,718 Computer equipment 412 499 Furniture and fixtures 726 818 Leasehold improvements 15,244 15,158 Total property and equipment 20,579 22,193 Less: accumulated depreciation and amortization ( 12,754 ) ( 12,258 ) Construction-in-progress — 7 Total property and equipment, net $ 7,825 $ 9,942 Depreciation and amortization expense related to property and equipment was $ 2.2 million, $ 2.9 million and $ 3.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. Accrued and Other Current Liabilities Accrued and other current liabilities consist of the following (in thousands): December 31, 2022 2021 Operating lease liability - current portion $ 3,100 $ 4,378 Accrued research and development 1,623 1,390 Liability related to early exercise shares 10 10 Accrued other 601 592 $ 5,334 $ 6,370 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Leases In February 2019, the Company entered into a lease agreement for new office and laboratory space in South San Francisco, California. The term of the lease agreement commenced in May 2019 . The lease has an initial term from occupancy of approximately ten years ending on December 31, 2029 with an option to extend the term for an additional eight years at then-market rental rates. The total base rent payment escalates annually based on a fixed percentage beginning from the 13 th month of the lease agreement. The Company will also be responsible for the operating expenses and real estate taxes allocated to the building and common areas. Pursuant to the lease agreement, the landlord provided the Company with a tenant improvement allowance of $ 10.7 million, which was included in deferred rent and leasehold improvements on the balance sheet at December 31, 2019. In connection with the execution of the lease agreement, the Company delivered a letter of credit of approximately $ 0.9 million to the landlord. In May 2016, the Company executed a non-cancellable lease agreement for office and laboratory space in Brisbane, California which commenced in May 2016 and expired in October 2022 . The lease agreement includes an escalation clause for increased rent and a renewal provision allowing the Company to extend this lease for an additional four years by giving the landlord written notice of the election to exercise the option at least fifteen months prior to the original expiration of the lease term. The lease provides for monthly base rent amounts escalating over the term of the lease and the lessor provided the Company a $ 3.9 million tenant improvement allowance to complete the laboratory and office renovation which was recorded as deferred rent liability and leasehold improvements within property and equipment, net. In May 2017, the Company entered into an amendment to expand the leased space and received a three-month rent holiday for the expanded space. The Company’s operating leases include various covenants, indemnities, defaults, termination rights, security deposits and other provisions customary for lease transactions of this nature. The following table summarizes the components of lease expense, which are included in operating expenses in the Company’s statements of operations and comprehensive loss (in thousands): Year ended December 31, 2022 2021 2020 Operating lease expense $ 4,264 $ 4,357 $ 4,721 Variable lease expense 1,318 1,633 1,168 Sublease income ( 4,317 ) ( 2,578 ) — Impairment of operating lease right-of-use asset — — 1,409 Total lease expense $ 1,265 $ 3,412 $ 7,298 Variable lease payments include amounts relating to common area maintenance, real estate taxes and insurance and are recognized in the statements of operations and comprehensive loss as incurred. The following table summarizes supplemental information related to leases (in thousands): Year ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 6,283 $ 6,653 $ 5,797 Weighted-average remaining lease term (years) Operating leases 7.0 7.7 8.5 Weighted-average discount rate (percentage) Operating leases 6.0 % 5.9 % 5.8 % The following table summarizes the maturities of lease liabilities as of December 31, 2022 (in thousands): Amount 2023 $ 4,810 2024 4,964 2025 5,123 2026 5,287 2027 5,457 Thereafter 11,435 Total future minimum lease payments 37,076 Less: Amount representing interest ( 6,985 ) Present value of future minimum lease payments 30,091 Less: Current portion of operating lease liability ( 3,100 ) Noncurrent portion of operating lease liability $ 26,991 In February 2020, the Company completed its move into the new office and laboratory space in South San Francisco, exited its previous offices and laboratory space in Brisbane, California, and began to actively market this space for sublease. Concurrent with this move and in consideration of real estate market conditions, in particular due to the COVID-19 pandemic in March 2020, the Company identified indicators of impairment in the related asset group, which included the leased ROU asset and related leasehold improvements associated with the lease. The Company subsequently evaluated and compared the net book value of the asset group to the estimated undiscounted future cash flows over the remaining term of the lease and concluded that an impairment had occurred. The discounted estimated future cash flows included estimates of sublease rentals through the end of the lease term, which ends on October 31, 2022, utilizing a discount rate of 3.5 % based on the Company’s estimated incremental borrowing rate at that time. The estimated discounted cash flows were compared to the net book value of the ROU asset and leasehold improvements resulting in an impairment loss of $ 2.6 million during the year ended December 31, 2020, which was included in operating expense in the statements of operations and comprehensive loss. No impairment loss was recorded during the year ended December 31, 2022 and 2021. In February 2021, the Company entered into an agreement to sublease the first floor of the Brisbane, California facility, consisting of approximately 27,000 square feet, to Zymergen, Inc., through August 31, 2022 . The base sublease rent rate is $ 3.53 per rental square foot per month and will increase by 3 % on March 1, 2022 through expiration of the agreement. Additionally, the subtenant is required to pay approximately 41 % of operating expenses and property management fees that the Company is required to pay under the lease for the Brisbane, California facility. In May 2021, the Company entered into an agreement to sublease the second floor of the Brisbane, California facility, consisting of approximately 11,500 square feet, to CareDx, Inc., through September 30, 2022 . The base sublease rent rate is $ 1.00 per rental square foot per month through expiration of the agreement. Additionally, the subtenant is required to pay approximately 30 % of operating expenses and property management fees that the Company is required to pay under the lease for the Brisbane, California facility. The Company incurred initial direct costs of $ 0.1 million in sublease commissions related to entering into the agreements to sublease the Brisbane, California facility. To account for the commissions, the Company capitalized the total commissions amount and will amortize the balance over the term of the sublease. Sublease income was $ 1.3 million, $ 1.5 million and zero for the years ended December 31, 2022, 2021 and 2020, respectively, which was offset against total rent expense. In June 2021, the Company entered into an agreement to sublease a portion of the first floor of the South San Francisco facility, consisting of approximately 23,000 square feet, to Freenome Holdings, Inc., through August 31, 2024 . The base sublease rent rate is $ 6.25 per rental square foot per month and will increase annually by 3.5 % through expiration of the agreement. Additionally, the subtenant is required to pay approximately 37 % of operating expenses and property management fees that the Company is required to pay under the lease for the South San Francisco, California facility. The Company incurred initial direct costs of $ 0.2 million in sublease commissions related to entering into the agreements to sublease the South San Francisco, California facility. To account for the commissions, the Company capitalized the total commissions amount and will amortize the balance over the term of the sublease. No impairment loss was recorded during the year ended December 31, 2022. Sublease income was $ 2.2 million, $ 1.1 million and zero for the years ended December 31, 2022, 2021 and 2020, respectively, which was offset against total rent expense. In May 2022, the Company entered into an agreement to sublease a portion of the second floor of the South San Francisco facility, consisting of approximately 15,000 square feet, to Initial Therapeutics, Inc. The sublease term will commence on July 1, 2022 and continues through June 30, 2024 . The base sublease rent rate is $ 7.80 per rental square foot per month and will increase by 3.5 % annually through the expiration of the agreement. Additionally, the subtenant is required to pay approximately 24 % of operating expenses and property management fees that the Company is required to pay under the lease for the South San Francisco facility. The Company incurred initial direct costs of $ 0.1 million in sublease commissions related to entering into the agreements to sublease the South San Francisco, California facility. To account for the commissions, the Company capitalized the total commissions amount and will amortize the balance over the term of the sublease. No impairment loss was recorded during the year ended December 31, 2022. Sublease income was $ 0.8 million for the year ended December 31, 2022 which was offset against total rent expense. Indemnifications The Company indemnifies each of its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company’s request in such capacity, as permitted under Delaware law and in accordance with the Company’s amended and restated certificate of incorporation and bylaws. The term of the indemnification period lasts as long as an officer or director may be subject to any proceeding arising out of acts or omissions of such officer or director in such capacity. The maximum amount of potential future indemnification is unlimited; however, the Company currently holds director and officer liability insurance. This insurance allows the transfer of risk associated with the Company’s exposure and may enable the Company to recover a portion of any future amounts paid. The Company believes that the fair value of these potential indemnification obligations is minimal. Accordingly, the Company has not recognized any liabilities relating to these obligations for any period presented. |
Term Loan Facility
Term Loan Facility | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Term Loan Facility | 8. Term Loan Facility On August 3, 2020, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Hercules Capital, Inc. (“Hercules”). Under the Loan Agreement, Hercules provided the Company with access to a term loan with an aggregate principal amount of up to $ 80.0 million (the “Term Loan Facility”), available in four tranches, subject to certain terms and conditions. The first tranche of $ 25.0 million was advanced to the Company on the date the Loan Agreement was executed. The milestones for the remaining tranches have not yet been reached and as of December 31, 2022 are not expected to be reached as they were dependent, in whole or in part, upon continued advancement in the clinical development of UBX0101 in patients with osteoarthritis of the knee. On December 15, 2021, the Company entered into an amendment to the Loan and Security Agreement (“the Loan Amendment”). The Loan Amendment includes a Lender Optional Conversion where after the effective date and until the six-month anniversary of the execution date, the lender may elect to convert to equity of the Company all or any part of up to twenty percent ( 20 %) of the original principal amount for a maximum amount of $ 5.0 million. As of December 31, 2021, the lender had elected to convert $ 2.3 million of the outstanding principal into equity. The Company incurred approximately $ 0.1 million in loan issuance costs relating to the amendment, which were offset against the loan proceeds and are accounted for as a loan discount. During the first quarter of 2022, Hercules Capital, Inc. had elected to convert the remaining convertible debt option into equity of the Company’s common stock. This resulted in the conversion of $ 2.7 million of principal debt into common stock, and reducing the outstanding principal under the first tranche to $ 20.0 million. Pursuant to the Loan Amendment, the Company was able to achieve specific milestones related to its clinical trials and raising additional capital. As a result, the Company is able to extend its interest only period and expects to make interest only payments through April 1, 2023. The Company expects to then repay the principal balance and interest in equal monthly installments through August 1, 2024 . The interest only period may extend an additional 3 months to June 1, 2023 should the Company meet additional specific milestones related to its clinical trials. On January 25, 2023, the Company entered into a second amendment to the Loan and Security Agreement with Hercules Capital, Inc. whereby the amortization date was extended from March 1, 2023 to April 1, 2023 . Should all three of the interest only milestones be satisfied prior to this date, the interest only period may extend an additional two months to June 1, 2023. The Company may prepay advances under the Loan Agreement, in whole or in part, at any time subject to a prepayment charge of up to 1.50 % of any amount prepaid, depending upon when the prepayment occurs. Upon prepayment or repayment of all or any of the term loans under the Term Loan Facility, the Company is required to pay an end of term fee (“End of Term Fee”) equal to 6.25 % of the total aggregate amount of the term loans being prepaid or repaid, which has been recorded as a discount on the principal balance upon issuance. Interest on the term loan accrues at a per annum rate equal to the greater of (i) the Wall Street Journal prime rate plus 6.10 % and (ii) 9.35 %. On December 31, 2022, the interest rate on the term loan was 13.60 %. Interest expense is calculated using the effective interest method and is inclusive of non-cash amortization of capitalized loan issuance costs. At December 31, 2022, the effective interest rate was 19.87 %. Under the terms of the Loan Agreement, the Company granted first priority liens and security interests in substantially all of the Company’s assets, other than intellectual property, as collateral for the obligations thereunder. The Company also granted Hercules the right, at their discretion, to participate in any closing of any single subsequent financing as defined up to a maximum aggregate amount of $ 2.0 million. The Loan Agreement also contains representations and warranties by the Company and Hercules, indemnification provisions in favor of Hercules and customary affirmative and negative covenants, and events of default, including a material adverse change in the Company’s business, payment defaults, breaches of covenants following any applicable cure period, and a material impairment in the perfection or priority of Hercules’ security interest in the collateral. The liquidity covenant beginning July 1, 2021, originally to maintain $ 15.0 million in unrestricted cash, was subsequently amended on December 15, 2021, requiring the Company to maintain at least $ 10.0 million in unrestricted cash upon the election to convert $ 5.0 million of the loan principal into shares of the Company's common stock. Through February 14, 2022, Hercules had elected to convert the full $ 5.0 million of the loan principal. In the event of default by the Company under the Loan Agreement, the Company may be required to repay all amounts then outstanding under the Loan Agreement. The substantial doubt regarding the Company’s ability to continue as a going concern does not constitute a material adverse event under the terms of the Loan Agreement. The Company has determined that the risk of subjective acceleration under the material adverse events clause included in the Loan Agreement is remote and, therefore, have classified the outstanding principal amount in current and long-term liabilities based on the timing of scheduled principal payments. As of December 31, 2022 and as of the date of the issuance of these financial statements, the Company was in compliance with all covenants and has not been notified of an event of default by the lender under the Loan Agreement. As of December 31, 2022, the carrying value of the term loan consists of $ 20.0 million principal outstanding less the debt discount and issuance costs of approximately $ 1.2 million. The End of Term Fee of $ 1.6 million is recognized over the life of the term loan as interest expense using the effective interest method. The debt issuance costs have been recorded as a debt discount, netted within long-term debt, which are being accreted to interest expense through the maturity date of the term loan. Interest expense relating to the term loan, which is included in interest expense in the statements of operations and comprehensive loss, was $ 3.6 million, $ 3.2 million and $ 1.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. Future principal payments for the long-term debt are as follows (in thousands): December 31, 2022 2023 $ 10,078 2024 9,922 Total principal payments 20,000 End of term fee due at maturity in 2024 1,563 Total principal and end of term fee payments 21,563 Unamortized discount and debt issuance costs ( 1,196 ) Present value of remaining debt payments 20,367 Current portion of long-term debt ( 9,476 ) Long-term debt, net $ 10,891 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 9. Related Party Transactions Licensing Revenue – Related Party In December 2021, the Company entered into a license agreement with Jocasta Neuroscience, Inc. A member of the Board of Directors of the Company is also an affiliate of Jocasta Neuroscience, Inc. The agreement provides for an upfront fee of $ 5.0 million and the opportunity for future research and development services to be provided. The Company recognized $ 0.2 million and $ 4.8 million of licensing revenue for the years ended December 31, 2022 and 2021, respectively. |
Equity Financing
Equity Financing | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Equity Financing | 10. Equity Financing On October 19, 2022, the Company effected a reverse stock split of its outstanding share of common stock at a ratio of 1-for-10 pursuant to a Certificate of Amendment to the Company's Certificate of Incorporation filed with the Secretary of State of the State of Delaware. The reverse stock split was reflected on the Nasdaq Global Select Market beginning with the opening of trading on October 20, 2022. All share amounts and per share amounts disclosed in this Annual Report on Form 10-K have been restated to reflect the reverse stock split on a retroactive basis in all periods presented. The Company has 10,000,000 shares of convertible preferred stock authorized for issuance, par value of $ 0.0001 per share. As of December 31, 2022 and 2021, no shares of preferred stock were issued and outstanding. The Company has 300,000,000 shares of common stock authorized for issuance, par value of $ 0.0001 per share. Holders of the Company’s common stock are entitled to one vote per share. As of December 31, 2022 and 2021, there were 14,215,302 and 6,299,158 shares, respectively, of common stock issued and outstanding. Follow-On Offering In August 2022, the Company closed an underwritten offering (the “Follow-On Offering”) in which the Company issued and sold an aggregate of 6,428,571 of the Company’s common stock together with warrants (the "Warrants”) to purchase up to 6,428,572 of the Company’s common stock at an offering price of at an aggregate offering price of $ 7.00 per unit. The Warrants have an exercise price of $ 8.50 per share underlying the Warrant. These Warrants were recorded as a component of stockholders’ equity within additional paid-in capital. The gross proceeds to the Company were $ 45.0 million before deducting underwriting discounts and commissions and other offering expenses. The net proceeds of the Follow-On Offering were approximately $ 41.7 million. The Warrants are exercisable at any time after their original issuance and on or prior to the five-year anniversary of the original issuance date. A holder of Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 4.99 % of the number of shares of common stock outstanding immediately after giving effect to such exercise. No warrants have been exercised as of December 31, 2022. At-the-Market Offering In June 2019, the Company filed a Registration Statement on Form S-3 (the “Shelf Registration Statement”), covering the offering of up to $ 250.0 million of common stock, preferred stock, debt securities, warrants and units. The Shelf Registration Statement included a prospectus covering the offering, issuance and sale of up to $ 75.0 million of the Company’s common stock from time to time through an “at-the-market” offering under the Securities Act of 1933, as amended (the “Initial ATM Offering Program”). The SEC declared the Shelf Registration Statement effective on June 6, 2019. In June 2019, the Company also entered into a sales agreement (the “June 2019 Sales Agreement”) with Cowen and Company, LLC (“Cowen”) to sell shares of the Company’s common stock, from time to time, with aggregate gross sales proceeds of up to $ 75.0 million, through the ATM Offering Program under which Cowen acts as its sales agent. Cowen is entitled to compensation for its services equal to up to 3.0 % of the gross proceeds of any shares of common stock sold through Cowen under the June 2019 Sales Agreement. During the year ended December 31, 2020, the Company issued and sold 500,226 shares of its common stock through its ATM Offering Program and received net proceeds of approximately $ 37.3 million, after deducting commissions and other offering expenses of $ 1.3 million. In July 2020, the Company filed an additional prospectus supplement to the Shelf Registration Statement. This prospectus supplement covers the offering, issuance and sale of up to an additional $ 50.0 million of the Company’s common stock from time to time through an additional “at-the-market” offering under the Securities Act of 1933, as amended (the “Additional ATM Offering Program”). The Initial ATM Offering Program and Additional ATM Offering Program are collectively called the “ATM Offering Programs”. In July 2020, the Company entered into a second sales agreement (the “July 2020 Sales Agreement”) with Cowen to sell shares of the Company’s common stock, from time to time, with aggregate gross sales proceeds of up to $ 50.0 million, through the Additional ATM Offering Program under which Cowen will act as its sales agent. The issuance and sale of shares of common stock by the Company pursuant to the July 2020 Sales Agreement are also deemed an “at-the-market” offering under the Securities Act of 1933, as amended (the “Securities Act”). Cowen is entitled to compensation for its services equal to up to 3.0 % of the gross proceeds of any shares of common stock sold through Cowen under the July 2020 Sales Agreement. During the year ended December 31, 2021, there were 118,707 shares of the Company’s common stock sold through the Initial ATM Offering Program and 70,746 shares of the Company’s common stock sold through the Additional ATM Offering Program and received total net proceeds of approximately $ 10.4 million, after deducting commissions and other offering expenses of $ 0.3 million. In March 2022, the Company filed a Registration Statement on Form S-3 (the “March 2022 Shelf Registration Statement”), covering the offering of up to $ 125.0 million of common stock, preferred stock, debt securities, warrants, and units, which was declared effective by the SEC in May 2022. In March 2022, the Company also entered into a sales agreement (the “March 2022 Sales Agreement”) with Cowen and Company, LLC ("Cowen") as sales agent to sell shares of the Company’s common stock, from time to time, with aggregate gross sales proceeds of up to $ 50.0 million pursuant to the March 2022 Shelf Registration Statement as an “at-the-market” offering under the Securities Act (the "March 2022 ATM Offering Program"). Cowen is entitled to up to 3.0 % of the gross proceeds of any shares of common stock sold under the March 2022 Sales Agreement. During the year ended December 31, 2022, there were 786,544 shares of the Company's common stock sold pursuant to the March 2022 Sales Agreement and the Company received total net proceeds of approximately $ 9.1 million, after deducting commissions and other offering expenses of $ 0.3 million. On August 17, 2022, the Company entered into Amendment No. 1 (the “Amendment”) to the March 2022 Sales Agreement, which Amendment decreased the amount of the Company’s common stock that can be sold by the Company through Cowen under the March 2022 Sales Agreement, from an aggregate offering of up to $ 50.0 million to an aggregate offering of up to $ 25.0 million. Following the Amendment, $ 15.6 million of shares of common stock remained available for sale under the March 2022 Sales Agreement, as amended, as of December 31, 2022. In October 2022, the Company filed a Registration Statement on Form S-3 (the “October 2022 Shelf Registration Statement”), covering the offering of up to $ 250.0 million of common stock, preferred stock, debt securities, warrants, and units. In October 2022, the Company also entered into a sales agreement (the “October 2022 Sales Agreement”) with Cowen as sales agent to sell shares of the Company’s common stock, from time to time, with aggregate gross sales proceeds of up to $ 50.0 million pursuant to the October 2022 Shelf Registration Statement as an “at-the-market” offering under the Securities Act. Cowen is entitled to up to 3.0 % of the gross proceeds of any shares of common stock sold under the October 2022 Sales Agreement. During the year ended December 31, 2022, there were no shares of the Company's common stock sold pursuant to the October 2022 Sales Agreement. Equity Purchase Agreement In September 2021, the Company entered into an equity purchase agreement (the “Purchase Agreement” or “Equity Purchase Agreement”) and a registration rights agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park” or “Investor”) which provides for the sale to Lincoln Park up to $ 30,000,000 of shares (the “Purchase Shares”) of its common stock over the thirty-six ( 36 ) month term of the Purchase Agreement. In connection with the Purchase Agreement, Lincoln Park purchased 102,040 Purchase Shares at a purchase price of $ 2.94 per share, for a total gross purchase price of $ 3.0 million (the “Initial Purchase”), and the Company issued 25,244 shares of common stock to Lincoln Park as a commitment fee in connection with entering into the Purchase Agreement. The Company recognized $ 0.8 million of other expense relating to the commitment fee share issuance. As of December 31, 2021, the Company had initiated the purchase of an additional 0.3 million shares of the Company’s common stock amounting to $ 5.3 million in gross proceeds. During the year ended December 31, 2022, the Company initiated purchases of an additional 90,000 shares of the Company’s common stock amounting to $ 0.9 million in gross proceeds. Under the Purchase Agreement, the Company has sole discretion, subject to certain conditions, on any business day selected by the Company to require Lincoln Park to purchase up to 10,000 shares of common stock (the “Regular Purchase Amount”) at the Purchase Price (as defined below) per purchase notice (each such purchase, a “Regular Purchase”). The Regular Purchase Amount may be increased as follows: up to 15,000 shares if the closing price is not below $ 35.00 , up to 20,000 shares if the closing price is not below $ 50.00 , and up to 25,000 shares if the closing price is not below $ 70.00 . Lincoln Park’s committed obligation under each Regular Purchase is capped at $ 2,000,000 , unless the Parties agree otherwise. The purchase price for Regular Purchases (the “Purchase Price”) shall be equal to the lesser of: (i) the lowest sale price of the common shares during the Purchase Date, or (ii) the average of the three (3) lowest closing sale prices of the common shares during the ten (10) business days prior to the Purchase Date. In addition to Regular Purchases and subject to certain conditions and limitations, the Company in its sole discretion may require Lincoln Park on each Purchase Date to purchase on the following business day up to the lesser of (i) three (3) times the number of shares purchased pursuant to such Regular Purchase or (ii) 30 % of the trading volume on the Accelerated Purchase Date (the “Accelerated Purchase”) (unless the Parties agree otherwise) at a purchase price equal to the lesser of 97 % of (i) the closing sale price on the Accelerated Purchase Date, or (ii) the Accelerated Purchase Date’s volume weighted average price (the “Accelerated Purchase Price”). The Company has the sole right to set a minimum price threshold for each Accelerated Purchase in the notice provided with respect to such Accelerated Purchase and under certain circumstances and in accordance with the Purchase Agreement the Company may direct multiple Accelerated Purchases in a day. The aggregate number of shares that the Company can sell to Lincoln Park under the Purchase Agreement may not exceed 1,106,580 shares of the common stock (which is equal to approximately 19.99 % of the shares of the common stock outstanding immediately prior to the execution of the Purchase Agreement) (the “Exchange Cap”), unless (i) shareholder approval is obtained to issue Purchase Shares above the Exchange Cap, in which the Exchange Cap will no longer apply, or (ii) the average price of all applicable sales of common stock to Lincoln Park under the Purchase Agreement equals or exceeds $ 29.40 per share; provided that at no time may Lincoln Park (together with its affiliates) beneficially own more than 9.99 % of the Company’s issued and outstanding common stock. The Purchase Agreement contains customary representations, warranties, covenants, closing conditions, indemnification and termination provisions. The Purchase Agreement may be terminated by the Company at any time, at its sole discretion, without any cost or penalty, by giving one business day notice to Lincoln Park. Further, Lincoln Park has covenanted not to engage in any direct or indirect short selling or hedging of the Common Shares. There are no limitations on the use of proceeds, financial or business covenants, restrictions on future financings (other than restrictions on the Company’s ability to enter into a similar type of agreement or Equity Line of Credit during the Term, excluding an At-The-Market transaction with a registered broker-dealer), rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement. Issuances under the Purchase Agreement were to be made pursuant to the Company's Registration Statement on Form S-3 filed in July 2019, which has since expired. The Company would need to file a new prospectus supplement covering issuances under the Purchase Agreement in order to continue using the facility. |
Corporate Restructuring
Corporate Restructuring | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Corporate Restructuring | 11. Corporate Restructuring In February 2022 , the Company implemented a corporate restructuring to align its resources to focus on its UBX1325 program while further extending operating capital. The restructuring resulted in an elimination of 29 positions, or approximately 50 % of the Company’s workforce, in the first nine months of 2022. The Company incurred a one-time employee benefits and severance charge of approximately $ 1.9 million in operating expenses which was primarily recorded in the first nine months of 2022. Restructuring charges incurred under this plan primarily consisted of employee termination benefits. Employee termination benefits include $ 1.6 million of severance costs, $ 0.2 million of employee-related benefits, $ 0.1 million of payroll taxes and supplemental one-time termination payments. Charges and other costs related to the workforce reduction and structure realignment, and non-cash share-based compensation credits related to the forfeiture of stock options for $ 1.7 million, are included in operating expenses in the Statement of Operations and Comprehensive Loss. Of the total charge, $ 1.4 million was recorded to research and development expenses and $ 0.5 million was recorded to general and administrative expenses during the year ended December 31, 2022. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the restructuring. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 12. Stock-Based Compensation Summary of Equity Incentive Plans In March 2018, the Company’s board of directors adopted the Company’s 2018 Incentive Award Plan (the “2018 Plan”). The 2018 Plan was approved by the Company’s stockholders in April 2018 and became effective in May 2018. The 2018 Plan initially reserved 428,994 shares for the issuance of stock options as well as any automatic annual increases in the number of shares of common stock reserved for future issuance under the 2018 Plan. Awards granted under the 2018 Plan expire no later than ten years from the date of grant. For stock options, the option price shall not be less than 100 % of the estimated fair value on the day of grant. Options granted typically vest over a four-year period but may be granted with different vesting terms. Unvested options not exercised at the time of an employee’s termination of employment are added back to the 2018 Plan. Following the Company’s IPO and in connection with the effectiveness of the 2018 Plan, the 2013 Equity Incentive Plan (the “2013 Plan”) terminated and no further awards will be granted under that plan. All outstanding awards under the 2013 Plan will continue to be governed by their existing terms and the shares that remained outstanding for issuance under the 2013 Plan were transferred into the 2018 Plan. As of December 31, 2022, there were in aggregate 1,562,202 shares of common stock authorized for issuance under the 2018 Plan. Prior to its termination, the 2013 Plan provided for the granting of incentive stock options (“ISOs”), non-statutory stock options (“NSOs”) and restricted shares to employees, directors, and consultants at the discretion of management and the board of directors. The exercise price of an ISO and NSO shall not be less than 100 % of the estimated fair value of the shares on the date of grant, and the exercise price of an ISO and NSO granted to a 10% stockholder shall not be less than 110 % of the estimated fair value of the shares on the date of grant. For awards granted between September 2017 and February 2018 with an exercise price of $ 3.42 , a deemed fair value ranging from $ 3.95 to $ 8.47 per share was used in calculating stock-based compensation expense, which was determined using management hindsight. Options granted under the 2013 Plan expire no later than ten years from the date of grant and generally vest over a four-year period but may be granted with different vesting terms. Unvested options not exercised at the time of an employee’s termination of employment are added back to the 2018 Plan. Under the 2013 Plan, the Company permitted early exercise of certain stock options prior to vesting. These unvested shares are subject to repurchase by the Company at the original issuance price in the event the optionee’s employment is terminated either voluntarily or involuntarily. The amounts paid for shares purchased under an early exercise of stock options and subject to repurchase by the Company are reported as a liability and reclassified into additional paid-in capital as the shares vest. In March 2020, the Company’s board of directors approved the Company’s 2020 Employment Inducement Incentive Plan (“the 2020 Plan”), to provide for grants to newly hired employees as a material inducement for them to commence employment with the Company. The 2020 Plan initially reserved 110,000 shares for the issuance of stock options, and in November 2020, the Company reserved an additional 150,000 shares of common stock for future issuance under the 2020 Plan. Awards granted under the 2020 Plan expire no later than ten years from the date of grant. For stock options, the option price shall not be less than 100 % of the estimated fair value on the day of grant. Options granted typically vest over a four-year period but may be granted with different vesting terms. Unvested options not exercised at the time of an employee’s termination of employment are added back to the 2020 Plan. As of December 31, 2022, there were in aggregate 246,000 shares of common stock authorized for issuance under the 2020 Plan. Equity Incentive Plan Activity The following sections summarize activity under the Company’s equity incentive plans. Stock Options and Restricted Stock Units (RSUs) Activity A summary of the Company’s stock option activity under the 2013 Plan, 2018 Plan and 2020 Plan for the year ended December 31, 2022 is as follows: Shares Outstanding Weighted- Weighted- Aggregate (in Years) (in thousands) Balance at December 31, 2021 531,484 866,589 $ 60.46 7.7 $ — Shares added 332,265 — — Granted ( 986,279 ) 926,652 4.19 Exercised — — — Canceled 191,368 ( 183,303 ) 65.37 Balance at December 31, 2022 68,838 1,609,938 $ 27.51 8.3 $ 251 Vested and exercisable at December 31, 2022 511,496 $ 59.91 6.0 $ — Vested and expected to vest at December 31, 2022 1,609,938 $ 27.51 8.3 $ 251 The total intrinsic value of options exercised was zero and $ 1.1 million for the years ended December 31, 2022 and 2021, respectively. The weighted-average estimated fair value of stock options granted was $ 3.11 and $ 35.79 for the years ended December 31, 2022 and 2021, respectively. The aggregate intrinsic value of options exercisable was zero as of December 31, 2022 and 2021. In September 2020, the board of directors granted retention stock-based awards to employees covering an aggregate of 320,000 shares of common stock, including options to purchase an aggregate of 25,000 shares of common stock and 295,985 of restricted stock units. The awards are all time-based vesting and vest over three to four years . During the years ended December 31, 2022 and 2021, there were no shares issued in settlement of stock-based compensation awards accounted for as liability awards. The following table summarizes the Company’s RSU, RSA and PSU activity for the year ended December 31, 2022: Shares Weighted- Unvested at December 31, 2021 199,024 $ 39.23 Granted 59,627 $ 8.77 Released ( 90,284 ) $ 38.65 Canceled ( 22,034 ) $ 35.99 Unvested at December 31, 2022 146,333 $ 27.66 As of December 31, 2022, the total stock-based compensation cost related to options, RSAs, RSUs and PSUs granted but not yet amortized was $ 12.3 million and will be recognized over a weighted-average period of approximately 2.9 years. The total grant date fair value of RSUs and RSAs vested during the years ended December 31, 2022 and 2021 was approximately $ 0.6 million and $ 3.1 million, respectively. In March 2020, the board of directors granted the Company’s newly hired Chief Executive Officer stock-based awards covering an aggregate of 110,000 shares of common stock, including options to purchase an aggregate of 80,000 shares of common stock, 12,000 RSUs, 15,000 PSUs, and 3,000 RSAs that immediately vested on the grant date. The stock-based awards were granted pursuant to the 2020 Employment Inducement Incentive Plan, which was approved by the board of directors in March 2020 to provide for grants to newly hired employees as a material inducement for them to commence employment with the Company. In February 2022, the Company’s board of directors approved the granting of retention awards to critical and important Company personnel. The awards consisted of 189,333 stock options and 46,332 restricted stock units with a grant date total fair value of $ 2.0 million and $ 0.5 million, respectively. Valuation of Stock Options The Company uses the Black-Scholes option-pricing model for determining the estimated fair value and stock-based compensation related to stock options and ESPP awards. The fair value of stock options granted to employees was estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions: Year ended December 31, 2022 2021 2020 Expected term of options (in years) 5.55 6.0 6.1 Expected stock price volatility 86.22 %- 93.17 % 85.7 %- 88.5 % 92.6 %- 107.9 % Risk-free interest rate 2.41 %- 4.01 % 1.08 %- 1.35 % 0.29 %- 0.52 % Expected dividend yield — — — The valuation assumptions were determined as follows: Expected Term —The expected term represents the period that the options granted are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company has concluded that its stock option exercise history does not provide a reasonable basis upon which to estimate expected term. Expected Volatility —Due to limited historical data, the Company estimates stock price volatility based on a combined weighted-average of the Company’s historical average volatility and that of a selected peer group of comparable publicly traded companies within the biotechnology and pharmaceutical industry that were deemed to be representative of future stock price trends over the expected life of the award. Risk-Free Interest Rate —The Company based the risk-free interest rate over the expected term of the options based on the constant maturity rate of U.S. Treasury securities with similar maturities as of the date of the grant. Expected Dividend Yield —The Company has never paid any dividends and does not plan to pay dividends in the foreseeable future. Therefore, the expected dividend yield is zero. The fair value of ESPP awards was not material for all periods presented. Performance Stock Units The PSUs were originally scheduled to vest as to 5,000 PSUs upon the attainment of (a) a volume-weighted average per share closing trading price of the Company’s common stock of at least $ 368.75 over a trailing 30 -day period or (b) a change in control transaction in which the price per share to the holders of the Company’s common stock is at least $ 368.75 and as to 10,000 PSUs (x) at such time as the Company’s market capitalization reaches at least $ 2.5 billion, as measured based on the volume weighted-average closing trading price over a trailing 30 day period or (y) a change in control transaction in which the consideration paid to the Company’s stockholders is equal to at least $ 2.5 billion, as determined by the Company’s board of directors. In January 2021, the board of directors modified the PSUs to vest as to 5,000 PSUs upon the attainment of (a) a volume-weighted average per share closing trading price of the Company’s common stock of at least $ 180.00 over a trailing 30 -day period or (b) a change in control transaction in which the price per share to the holders of the Company’s common stock is at least $ 180.00 and as to 10,000 PSUs upon the attainment of (x) a volume-weighted average per share closing trading price of the Company’s common stock of at least $ 360.00 over a trailing 30 -day period or (y) a change in control transaction in which the price per share to the holders of the Company’s common stock is at least $ 360.00 , as determined by the Company’s board of directors . For the PSU awards, the Company used the Monte-Carlo option pricing model to determine the fair value of awards at the date of grant. The Monte-Carlo option pricing model uses similar input assumptions as the Black-Scholes model; however, it further incorporates into the fair-value determination the possibility that the market condition may not be satisfied. Compensation costs related to awards with a market-based condition are recognized regardless of whether the market condition is ultimately satisfied. Compensation cost is not reversed if the achievement of the market condition does not occur. The total grant date fair value of the PSU awards was determined to be $ 0.7 million and will be recognized as compensation expense over the weighted-average derived service period of approximately 4.3 years. The incremental fair value of the PSUs on the modification date of $ 31,000 are added to the unamortized value of the original grant of $ 569,000 and will be amortized to expense over the new implied service periods of 1.63 years to 2.79 years. Performance and Market Contingent Stock Options In January 2021, the board of directors modified 1,747 performance and market contingent stock options with vesting conditions that required the combination of a liquidity event, change of control or IPO with a market condition at prescribed levels. The modification removed the performance condition and lowered the market conditions to a volume-weighted average per share closing trading price of the Company’s common stock of at least $ 180.00 over a trailing 30 -day period for one tranche and at least $ 360.00 over a trailing 30 -day period for the second tranche. The fair value of the options on the modification date of $ 81,000 will be amortized to expense over the implied service periods of 1.46 years to 2.52 years. In June 2021, the board of directors modified 3,336 performance and market contingent stock options with vesting conditions that required the combination of a liquidity event, change of control or IPO with a market condition at prescribed levels. The modification removed the performance condition and adjusted the market conditions to a date on which the Company attains a valuation of at least one billion dollars measured by the volume-weighted average per share closing trading price of the Company’s common stock over a trailing 30 -day period. The fair value of the options on the modification date of $ 102,000 will be amortized to expense over the implied service periods of 1.85 years. As of December 31, 2022, there were 3,336 market contingent stock option awards outstanding with a total fair value of $ 0.1 million. 2018 Employee Stock Purchase Plan In March 2018, the Company’s board of directors adopted the Company’s 2018 Employee Stock Purchase Plan (the “2018 ESPP”). The 2018 ESPP was approved by the Company’s stockholders in April 2018 and became effective on May 2, 2018. The 2018 ESPP reserved 53,624 shares of common stock for issuance pursuant to future awards, as well as any automatic increases in the number of shares of the Company’s common stock reserved for future issuance under this plan. Under the 2018 ESPP, employees are offered the option to purchase the Company’s common stock at a discount during the offering periods, at semi-annual intervals, with their accumulated payroll deductions. The option purchase price will be 85 % of the lower of the closing trading price per share at the beginning of the offering period or at the purchase date. The 2018 ESPP provides for consecutive offering periods and eligible employees may elect to withhold up to 15 % of their compensation through payroll deductions during the offering period for the purchase of stock. The maximum number of shares that may be purchased by any one participant is limited to 15,000 shares in each offering period and $ 25,000 in fair market value during any calendar year per the Internal Revenue Code limits. The first offering period commenced on September 16, 2018. Stock-Based Compensation Expense The following table sets forth the total stock-based compensation expense for all options granted to employees and nonemployees, including shares sold through the issuance of non-recourse promissory notes which are considered to be options for accounting purposes, and costs associated with the 2018 ESPP included in the Company’s statement of operations (in thousands): Year Ended December 31, 2022 2021 2020 Research and development $ 3,526 $ 4,809 $ 6,563 General and administrative 5,853 6,744 7,250 Total $ 9,379 $ 11,553 $ 13,813 There was no expense related to awards accounted for as liability awards included in stock-based compensation for the years ended December 31, 2022 and 2021. Stock-based compensation for the year ended December 31, 2020 included $ 0.1 million of expense related to awards accounted for as liability awards. During the years ended December 31, 2022, 2021 and 2020, stock-based compensation expense recognized related to nonemployee options was $ 0.2 million, $ 0.4 million and $ 0.3 million, respectively. |
Net Loss per Common Share
Net Loss per Common Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Common Share | 13. Net Loss per Common Share Basic net loss per share is calculated by dividing net loss by the weighted-average number of shares outstanding for the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock and potential dilutive common stock equivalents outstanding during the period if the effect is dilutive. The calculation of diluted earnings (loss) per share also requires that, to the extent contingencies are satisfied during the period and the presumed issuance of additional shares as contingent consideration is dilutive to earnings (loss) per share for the period, adjustments to net income or net loss used in the calculation are required to remove the change in fair value of the contingent consideration liability for the period. Likewise, adjustments to the denominator are required to reflect the related dilutive shares. In all periods presented, the Company’s outstanding stock options, RSUs (including PSUs), early exercised common stock subject to future vesting, restricted stock accounted for as options, shares subject to the 2018 ESPP and presumed issuance of additional shares as contingent consideration were excluded from the calculation of diluted net loss per share because their effects were antidilutive. A reconciliation of the numerators and denominators used in computing net loss from continuing operations per share is as follows (in thousands, except per share amounts): Year ended December 31, 2022 2021 2020 (in thousands, except share and per share amounts) Numerator: Net loss $ ( 59,927 ) $ ( 60,725 ) $ ( 93,844 ) Denominator: Weighted average number of shares outstanding—basic 9,494,421 5,581,587 5,086,489 Net loss per share—basic and diluted $ ( 6.31 ) $ ( 10.88 ) $ ( 18.45 ) Since the Company was in a net loss position for all periods presented, basic net loss per common share is the same as diluted net loss per common share as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: Year ended December 31, 2022 2021 2020 Options to purchase common stock 1,609,938 866,696 754,047 Outstanding warrants to purchase common stock 6,428,572 — — Early exercised common stock subject to future vesting 3,336 3,336 6,674 RSUs 146,333 199,094 283,208 PSUs — — 15,000 Shares subject to the 2018 ESPP 65,939 14,774 11,138 Total 8,254,118 1,083,900 1,070,067 Up to 3,390 shares may be contingently issued, if certain performance conditions are met under the Company’s in-licensing agreements. See Note 5, “License Revenue, Agreements and Strategic Investment,” to the Company’s financial statements for additional information. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | 14. Defined Contribution Plan The Company sponsors a 401(k) Plan that stipulates that eligible employees can elect to contribute to the 401(k) Plan, subject to certain limitations, on a pretax basis. In January 2019, the Company began to match 4 % of employees’ salary. During the years ended December 31, 2022, 2021 and 2020, the Company recorded matching contributions of $ 0.4 million, $ 0.5 million and $ 0.6 million, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes The Company has incurred net operating losses for all the periods presented. The Company has not reflected the benefit of any such net operating loss carryforwards in the accompanying financial statements. The Company has established a full valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets. All losses to date have been incurred domestically as the Company has no international operations or subsidiaries. No provision for U.S. income taxes exists due to tax losses incurred in all periods presented. All losses incurred were U.S. based. The effective tax rate for the years ended December 31, 2022, 2021 and 2020 is different from the federal statutory rate primarily due to the valuation allowance against deferred tax assets as a result of insufficient sources of income. The effective tax rate of the Company’s provision for income taxes differs from the federal statutory rate as follows: Year ended December 31, 2022 2021 2020 Taxes at the U.S. statutory income tax rate 21.0 % 21.0 % 21.0 % State tax, net of federal benefit 6.8 4.4 — Other ( 0.6 ) ( 0.4 ) 1.8 Stock-based compensation ( 4.9 ) ( 1.6 ) ( 1.6 ) Research and development tax credits 2.2 3.2 2.2 Rate change 3.5 3.8 0.1 ASC 740-10 ( 5.6 ) ( 4.2 ) — Change in valuation allowance ( 22.4 ) ( 26.2 ) ( 23.5 ) Total provision for income taxes — % — % — % Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The tax effects of significant items comprising the Company’s deferred income taxes are as follows: December 31, 2022 2021 (in thousands) Deferred tax assets: Federal and state operating loss carryforwards $ 73,322 $ 68,216 Research and development tax credits 8,646 7,356 Stock-based compensation 4,589 5,232 Accruals and other 587 837 Intangibles 5,329 3,581 Section 174 capitalization research expenses 6,624 — Charitable contributions 12 266 Operating lease liabilities 6,908 7,608 Total deferred tax assets 106,017 93,096 Deferred tax liabilities: Operating lease right-of-use assets ( 4,371 ) ( 4,698 ) Fixed assets ( 1,299 ) ( 1,500 ) Total deferred tax liabilities ( 5,670 ) ( 6,198 ) Valuation allowance ( 100,347 ) ( 86,898 ) Net deferred tax assets $ — $ — The tax benefit of net operating losses, temporary differences and credit carryforwards should be recorded as an asset to the extent that management assesses that their realization is "more likely than not." Realization of the future tax benefits is dependent on the Company's ability to generate sufficient taxable income within the carryforward period. Because of the Company's recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance. Realization of the net deferred tax assets is dependent upon future taxable income, if any, the amount and timing of which is uncertain. Based on the weight of available positive and negative objective evidence, management believes it more likely than not that the Company’s deferred tax assets are not realizable. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by $ 13.4 million and $ 15.9 million during the years ended December 31, 2022 and 2021, respectively. Net operating losses and tax credit carryforwards as of December 31, 2022 are as follows: Amount Expiration Years Net operating losses, federal (post December 31, 2017) $ 284,490 Do Not Expire Net operating losses, federal (pre January 1, 2018) 64,136 2029 - 2037 Net operating losses, state 141,720 2034 - 2042 Research and development tax credits, federal 8,047 2034 - 2042 Research and development tax credits, California 6,747 Indefinite Federal and state laws impose restrictions on the utilization of net operating loss carryforwards and R&D credit carryforwards in the event of a change in ownership of the Company, which constitutes an 'ownership change' as defined by Internal Revenue Code Section 382 and 383. The Company experienced an ownership change in the past that impacts the availability of its net operating losses and tax credits. The amounts indicated in the above tables reflect the reduction of net operating losses and credit carryforwards as a result of previous ownership changes that the Company experienced. In August 2022, the Company's Offering may have resulted in an ownership change, which could substantially restrict the ability to utilize existing net operating losses, credits and other attribute carryforwards as well. The Company is still analyzing the impact of the Offering relative to Internal Revenue Code Sections 382 and 383. The Company determines its uncertain tax positions based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings is more likely than not to be sustained upon examination by the relevant income tax authorities. The following table summarizes the activity related to the Company’s unrecognized tax benefits: Year ended December 31, 2022 2021 2020 (in thousands) Gross unrecognized tax benefits at January 1 $ 13,221 $ 7,142 $ 9,762 Additions for tax positions taken in the current year 4,395 3,457 255 Reductions for tax positions taken in the prior year ( 11 ) 2,622 ( 2,875 ) Gross unrecognized tax benefits at December 31 $ 17,605 $ 13,221 $ 7,142 If recognized, no ne of the unrecognized tax benefits as of December 31, 2022 and 2021 would reduce the annual effective tax rate, primarily due to corresponding adjustments to the valuation allowance. The Company will recognize both accrued interest and penalties related to unrecognized benefits in income tax expense. As of December 31, 2022 and 2021, no liability has been recorded for potential interest or penalties. The Company does not expect the unrecognized tax benefits to change significantly over the next 12 months. The Company files income tax returns in the U.S. federal jurisdiction and Arizona, California, Colorado, Delaware, Florida, Massachusetts and Rhode Island. The Company is not currently under audit by the Internal Revenue Service or other similar state or local authorities. All tax years remain open to examination by major taxing jurisdictions to which the Company is subject. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of Securities and Exchange Commission (“SEC”) for reporting. The Company effected a reverse stock split on October 19, 2022 of its outstanding shares of common stock at a ratio of 1-for-10 pursuant to a Certificate of Amendment to the Company's Certificate of Incorporation filed with the Secretary of State of the State of Delaware. The reverse stock split was reflected on the Nasdaq Global Select Market beginning with the opening of trading on October 20, 2022. Accordingly, an amount equal to the par value of the decreased shares resulting from the reverse stock split was reclassified from "Additional paid-in capital" to "Common stock". Any fractional post-split shares as a result of the reverse stock split were rounded down to the nearest whole post-split share. The reverse stock split did not change the par value of the Company's common stock or the authorized number of shares of the Company's common stock. All share amounts and per share amounts disclosed in this Annual Report on Form 10-K have been restated to reflect the reverse stock split on a retroactive basis in all periods presented. |
Warrants | Warrants The Company determines the accounting classification of warrants that are issued, as either liability or equity, by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity, and then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. Under ASC 480-10, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the issuer to settle the warrants or the underlying shares by paying cash or other assets, or must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480-10, the Company assesses the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815-40, in order to conclude equity classification, the Company assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815-40 or other applicable principles of GAAP. After all relevant assessments are made, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded in the statements of operations as a gain or loss. Equity classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company bases its estimates on historical experience and market-specific or other relevant assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s balance sheets and the amount of expenses and income reported for each of the periods presented are affected by estimates and assumptions, which are used for, but are not limited to, determining the fair value of assets and liabilities, contingent consideration liability, the fair value of right-of-use assets and lease liabilities, embedded derivatives and stock-based compensation. Actual results could differ from such estimates or assumptions. |
Segments | Segments The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with original maturities of 90 days or less from the date of purchase to be cash equivalents. Cash equivalents primarily include money market funds that invest in U.S. Treasury obligations which are stated at fair value. The Company has issued letters of credit under its lease agreements which have been collateralized. This cash is classified as noncurrent restricted cash on the balance sheet based on the term of the underlying lease. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheets that sum to the total of the same amounts shown in the statements of cash flows (in thousands). December 31, 2022 2021 2020 Cash and cash equivalents $ 12,736 $ 32,905 $ 17,807 Restricted cash 896 1,446 1,446 Total cash, cash equivalents, and restricted cash $ 13,632 $ 34,351 $ 19,253 |
Marketable Securities | Marketable Securities The Company generally invests its excess cash in investment grade, short to intermediate-term, fixed income securities. Such investments are considered available-for-sale debt securities and reported at fair value with unrealized gains and losses included as a component of stockholders’ equity. Marketable securities with original maturities of greater than 90 days from the date of purchase but less than one year from the balance sheet date that are available to be converted into cash to fund current operations are classified as short-term, while marketable securities with maturities in one year or beyond one year from the balance sheet date are classified as long-term. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income on the statements of operations and comprehensive loss. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on marketable securities are included in other expense. The cost of securities sold is determined using the specific identification method . The Company periodically evaluates whether declines in fair values of its marketable securities below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss as well as the Company’s ability and intent to hold the marketable security until a forecasted recovery occurs. Additionally, the Company assesses whether it has plans to sell the security or it is more likely than not it will be required to sell any marketable securities before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of the marketable security, duration and severity of the decline in value, and management’s strategy and intentions for holding the marketable security. To date, the Company has not recorded any impairment charges on its marketable securities related to other-than-temporary declines in market value. |
Strategic Investments | Strategic Investments The Company has previously made investments in strategic partners and may do so again in the future. The Company does not intend to have a controlling interest or significant influence when it makes these strategic investments. Investments in equity securities of strategic partners with readily determinable fair values are measured using quoted market prices, with changes recorded through other income (expense), net in the statement of operations and comprehensive loss. |
Fair Value Measurements | Fair Value Measurements The Company’s financial instruments during the periods presented consist of cash and cash equivalents, restricted cash, marketable securities, strategic investments, prepaid expenses and other current assets, accounts payable, accrued compensation, accrued and other current liabilities, contingent consideration liabilities, derivative liabilities related to debt and long-term debt. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. Level 3 instruments incorporate certain unobservable inputs such as the selected discount rate of the related loan. These estimates may be subjective in nature and involve uncertainties and matters of judgment. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with the provisions of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, or Topic 606. In determining the appropriate amount and timing of revenue to be recognized under this guidance, the Company performs the following five steps: (i) identifies the contract(s) with our customer; (ii) identifies the promised goods or services in the agreement and determine whether they are performance obligations, including whether they are distinct in the context of the agreement; (iii) measures the transaction price, including the constraint on variable consideration; (iv) allocates the transaction price to the performance obligations based on stand-alone selling prices; and (v) recognizes revenue when (or as) the Company satisfies each performance obligation. A performance obligation is a promise in an agreement to transfer a distinct good or service to the customer and is the unit of account in Topic 606. Significant management judgment is required to determine the level of effort required and the period over which completion of the performance obligations is expected under an agreement. If reasonable estimates regarding when performance obligations are either complete or substantially complete cannot be made, then revenue recognition is deferred until a reasonable estimate can be made. Revenue is then recognized over the remaining estimated period of performance using the cumulative catch-up method. The Company allocates the total transaction price to each performance obligation based on the estimated relative stand-alone selling prices of the promised goods or services underlying each performance obligation. The total consideration which the Company expects to collect in exchange for the Company’s products is an estimate and may be fixed or variable. The Company constrains the estimated variable consideration when it assesses it is probable that a significant reversal in the amount of cumulative revenue recognized may occur in future periods. The transaction price is re-evaluated, including the estimated variable consideration included in the transaction price and all constrained amounts, in each reporting period and as uncertain events are resolved or other changes in circumstances occur. The allocation of the transaction price is performed based on standalone selling prices, which are based on estimated amounts that the Company would charge for a performance obligation if it were sold separately. Revenue is recognized when, or as, performance obligations in the contracts are satisfied, in the amount reflecting the expected consideration to be received from the goods or services transferred to the customers. Consideration received in advance are recorded as deferred revenue and are recognized as the related performance obligation is satisfied. Following is a description of the principal activities from which the Company generates revenue. License revenue primarily represent amounts earned under agreements that license our intellectual property to other companies. See Note 5, “License Revenue, Agreements and Strategic Investment” for further detail. Consideration under these contracts generally includes a nonrefundable upfront payment, development, regulatory and commercial milestones and royalties based on net sales of approved products. Licenses of Intellectual Property. If the Company determines the license to intellectual property is distinct from the other performance obligations identified in the agreement and the licensee can use and benefit from the license, the Company recognizes revenue from the estimated transaction price that is allocated to the license. Licensing arrangements are analyzed to determine whether the promised goods or services, which may include licenses, transfer of know-how, transfer of materials, research and development services and governance committee services, are distinct or whether they must be accounted for as part of a combined performance obligation. If the license is considered not to be distinct, the license would then be combined with other promised goods or services as a combined performance obligation. If the Company is involved in a governance committee, it assesses whether its involvement constitutes a separate performance obligation. When governance committee services are determined to be separate performance obligations, the Company determines the fair value to be allocated to this promised service. Milestone Payments : At the inception of each agreement that includes milestone payments, the Company evaluates whether the milestones are considered probable of being achieved and estimate the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the value of the associated milestone is included in the transaction price. For milestones that the Company do not deem to be probable of being achieved, the associated milestone payments are fully constrained and the value of the milestone is excluded from the transaction price with no revenue being recognized. For example, milestone payments that are not within our control, such as regulatory-related accomplishments, are not considered probable of being achieved until those accomplishments have been communicated by the relevant regulatory authority. Once the assessment of probability of achievement becomes probable, the Company recognizes revenue for the milestone payment. At each reporting date, the Company assesses the probability of achievement of each milestone under our current agreements. Royalties . For agreements with sales-based royalties, including milestone payments based on the level of sales, where the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (a) when the related sales occur, or (b) when the performance obligation, to which some or all of the royalty has been allocated, has been satisfied (or partially satisfied). At each reporting date, the Company estimates the sales incurred by each licensee during the reporting period based on historical experience and accrues the associated royalty amount. |
Concentrations of Risk | Concentrations of Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, and marketable securities. Substantially all of the Company’s cash and cash equivalents and restricted cash is deposited in accounts with financial institutions that management believes are of high credit quality. Such deposits have and will continue to exceed federally insured limits. The Company maintains its cash with accredited financial institutions and accordingly, such funds are subject to minimal credit risk. The Company has not experienced any losses on its cash deposits. The Company’s investment policy limits investments in marketable securities to certain types of securities issued by the U.S. government, its agencies and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash, cash equivalents, restricted cash and marketable securities and issuers of marketable securities to the extent recorded on the balance sheets. As of December 31, 2022 and 2021, the Company had no off-balance sheet concentrations of credit risk. The Company depends on third-party suppliers for key raw materials used in its manufacturing processes and is subject to certain risks related to the loss of these third-party suppliers or their inability to supply the Company with adequate raw materials. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. To date, the Company’s operations have not been materially impacted by the COVID-19 pandemic. However, the Company cannot at this time predict the specific extent, duration, or full impact that the COVID-19 pandemic will have on its financial condition and results of operations, including ongoing and planned clinical studies. The impact of the COVID-19 pandemic on the financial performance of the Company will depend on future developments. These developments and the impact of the COVID-19 pandemic on the financial markets and the overall economy are highly uncertain. The Company continues to monitor the impact the COVID-19 pandemic may have on the clinical development of its product candidates, including potential delays or modifications to its ongoing and planned studies. |
Research and Development Expenses and Accruals | Research and Development Expenses and Accruals Costs related to research, design, and development of drug candidates are charged to research and development expense as incurred. Research and development costs include, but are not limited to, payroll and personnel expenses for personnel contributing to research and development activities, laboratory supplies, outside services, licenses acquired to be used in research and development, manufacturing of clinical material, pre-clinical testing and consultants and allocated overhead, including rent, equipment, depreciation, and utilities. Research and development costs are expensed as incurred unless there is an alternative future use in other research and development projects. Payments made prior to the receipt of goods or services to be used in research and development are deferred and recognized as expense in the period in which the related goods are received or services are rendered. Such payments are evaluated for current or long-term classification based on when they will be realized. As part of the process of preparing its financial statements, the Company is required to estimate expenses resulting from its obligations under contracts with vendors and consultants and clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company’s objective is to reflect the appropriate expenses in its financial statements by matching those expenses with the period in which services and efforts are expended. The Company accounts for these expenses according to the progress of the production of clinical trial materials or based on progression of the clinical trial, as measured by patient progression and the timing of various aspects of the trial. The Company determines accrual estimates by taking into account discussion with applicable personnel and outside service providers as to the progress or state of consummation of goods and services, or the services completed. During the course of a clinical trial, the rate of expense recognition is adjusted if actual results differ from the Company’s estimates. The Company makes estimates of accrued expenses as of each balance sheet date in its financial statements based on the facts and circumstances known at that time. The clinical trial accrual is dependent in part upon the timely and accurate reporting of contract research organizations, contract manufacturers, and other third-party vendors. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in reporting changes in estimates in any particular period. Adjustments to prior period estimates have not been material for the years ended December 31, 2022 and 2021. |
Contingent Consideration Liability | Contingent Consideration Liability The Company has entered into and may continue to enter into, license agreements to access and utilize certain technology. In each case, the Company evaluates whether the license agreement results in the acquisition of an asset or a business. To date, all of the Company’s license agreements have been considered acquisitions of assets and none have been considered acquisitions of a business. For license agreements that are considered to be acquisitions of assets, the upfront payments for such license, as well as any future milestone payments made before product approval, are immediately recognized as research and development expense when due, provided there is no alternative future use of the rights in other research and development projects. Some of the Company’s license agreements also include contingent consideration in the form of an obligation to issue additional shares of the Company’s common stock based on the achievement of certain milestones. The Company assesses on a continuous basis whether (i) such contingent consideration meets the definition of a derivative, and (ii) whether it can be classified within stockholders’ equity. Until such time when equity classification criteria are met or the milestones expire, the contingent consideration is classified as a liability. The derivative related to this contingent consideration is measured at fair value as of each balance sheet date with the related change in fair value being reflected in operating expenses. Upon a reassessment event that results in the contingent consideration no longer meeting the definition of a derivative and/or meeting equity classification criteria, the final change in fair value of the instrument is recorded within operating expenses and the liability is reclassified into stockholders’ equity. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, generally three years. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the term of the lease. Depreciation and amortization begin at the time the asset is placed in service. Maintenance and repairs are charged to expense as incurred and costs of improvement are capitalized. |
Leases | Leases Prior to January 1, 2020, the Company accounted for its leases of office space and laboratory facilities under non-cancelable operating lease agreements and recognized related rent expense on a straight-line basis over the term of the lease. Incentives granted under the Company’s facilities lease, including allowances to fund leasehold improvements and rent holidays, were recognized as reductions to rental expense on a straight-line basis over the term of the lease. Lessor funded leasehold improvement incentives not yet received were recorded in prepaid expenses and other current assets on the balance sheets. The Company did not assume renewals in its determination of the lease term unless they were deemed to be reasonably assured at the inception of the lease and began recognizing rent expense on the date that it obtained the legal right to use and control the leased space. Deferred rent consisted of the difference between cash payments and the rent expense recognized. The Company recognized a liability for costs that would continue to be incurred under a lease contract for its remaining term without economic benefit at its fair value when the entity ceased using the right conveyed by the contract, which was when the space was completely vacated. Subsequent to January 1, 2020, the Company determines whether the arrangement is or contains a lease at the inception of the arrangement and if so, whether such a lease is classified as a financing lease or an operating lease. Operating leases are included in operating lease right-of-use assets, (“ROU assets”), operating lease liabilities, net of current portion, and accrued and other current liabilities on the Company’s balance sheets. The Company has elected not to recognize on the balance sheets leases with terms of one year or less. Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and are considered long-lived assets for purposes of identifying, recognizing and measuring impairment. Operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of lease payments over the expected lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment, in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made or incentives received and impairment charges if the Company determines the ROU asset is impaired and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options to extend or terminate the lease. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has elected to not separate lease and non-lease components for its leased assets and accounts for all lease and non-lease components of its agreements as a single lease component. The lease components resulting in a ROU asset have been recorded on the balance sheets and are amortized as lease expense on a straight-line basis over the lease term. The Company has subleased all of its Brisbane, California facility and a portion of its South San Francisco, California facility under agreements considered to be operating leases according to ASC 842. The Company has not been legally released from its primary obligations under the original leases and therefore it continues to account for the original leases as it did before commencement of the subleases. The Company records both fixed and variable payments received from the sublessee in its statements of operations on a straight-line basis as an offset to rent expense. The Company does not have any material financing leases. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable. If indicators of impairment exist and the undiscounted future cash flows that the assets are expected to generate are less than the carrying value of the assets, the Company reduces the carrying amount of the assets through an impairment charge, to their estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. During the year ended December 31, 2020, the Company evaluated indicators of impairment for the ROU asset and related leasehold improvements considering the current economic environment and COVID-19 outbreak, its impact on subleasing activity and the exit of its previous headquarters located in Brisbane, California. The Company concluded the carrying value of these assets were not fully recoverable and recorded an impairment charge of $ 2.6 million. See Note 7, “Commitments and Contingencies”. Determining estimated discounted cash flows for purposes of an impairment analysis requires the Company to make estimates and assumptions regarding the amount and timing of sublease income. There are often risks and uncertainties associated with the intent to sublease offices and laboratory space. Consequently, the eventual realized sublease revenues may vary from estimates as of the impairment testing date and adjustments may occur in future periods . |
Stock-Based Compensation | Stock-Based Compensation The Company measures compensation expense for all stock-based awards based on their grant date fair value. For stock-based awards with service conditions only, stock-based compensation expense is recognized over the requisite service period using the straight-line method. For awards with performance conditions, the Company evaluates the probability of achieving performance condition at each reporting date. The Company begins to recognize stock-based compensation expense using an accelerated attribution method when it is deemed probable that the performance condition will be met. Forfeitures are recognized as they occur. The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock option awards that do not contain market conditions. The Black-Scholes option-pricing model requires assumptions to be made related to the expected term of an award, expected dividends, expected volatility and risk-free rate. The Company has used the Monte-Carlo option-pricing model to estimate the fair value of stock option awards that contain only market conditions. The Monte-Carlo option pricing model uses similar input assumptions as the Black-Scholes model; however, it further incorporates into the fair-value determination the possibility that the market condition may not be satisfied. |
Embedded Derivatives of the Loan Agreement | Embedded Derivatives of the Loan Agreement The Company measures derivative liability related to debt at fair value. Estimated fair value of the derivative liability related to debt, initially measured and recorded on the date of the amendment of the loan and security agreement, is considered to be a Level 3 instrument. The fair value of the derivative liability related to debt is based on the term loan principal, the date of maturity, the contractual term loan interest rate, the convertible discount factor, and the selected discount rate of the loan. The derivative liability related to debt is recorded at fair value at the end of each reporting period with changes in estimated fair values recognized as a component of other income (expense), net in the statements of operations and comprehensive loss. |
Restructurings | Restructuring The Company recognizes restructuring charges related to reorganization plans that have been committed to by management and when liabilities have been incurred. In connection with these activities, the Company records restructuring charges at fair value for a) contractual employee termination benefits when obligations are associated to services already rendered, rights to such benefits have vested, and payment of benefits is probable and can be reasonably estimated, and b) one-time employee termination benefits when management has committed to a plan of termination, the plan identifies the employees and their expected termination dates, the details of termination benefits are complete, it is unlikely changes to the plan will be made or the plan will be withdrawn and communication to such employees has occurred. One-time employee termination benefits are recognized in their entirety when communication has occurred, and future services are not required. Contract termination costs to be incurred over the remaining contract term without economic benefit are recorded in their entirety when the contract is canceled. The recognition of restructuring charges requires the Company to make certain judgments and estimates regarding the nature, timing and amount of costs associated with the planned reorganization plan. At the end of each reporting period, the Company evaluates the remaining accrued restructuring balances to ensure that no excess accruals are retained, and the utilization of the provisions are for their intended purpose in accordance with developed restructuring plans. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes, in which deferred tax assets and liabilities are recognized for future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be reversed. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date. A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized. The Company’s tax positions are subject to income tax audits. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, based on the technical merits. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in its tax provision. The Company evaluates uncertain tax positions on a regular basis. The evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of the audit, and effective settlement of audit issues. The provision for income taxes includes the effects of any accruals that the Company believes are appropriate, as well as the related net interest and penalties. On March 18, 2020, the Families First Coronavirus Response Act (“FFCR Act”), and on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) were each enacted in response to the COVID-19 pandemic. The FFCR Act and the CARES Act contain numerous tax-related provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. On June 29, 2020 California State Assembly Bill 85 (the “Trailer Bill”) was enacted which suspends the use of California net operating loss (“NOL”) deductions and certain tax credits, including research and development tax credits, for the 2020, 2021, and 2022 tax years. In December 2020, the Consolidated Appropriations Act, 2021 (the “CAA”) was signed into law. The CAA included additional funding through tax credits as part of its economic package for 2021. The FFCR Act, CARES Act, Trailer Bill and CAA did not have a material impact on the Company’s financial statements as of December 31, 2020; however, the Company continues to examine the impacts the FFCR Act, CARES Act and Trailer Bill may have on its business, results of operations, financial condition and liquidity. On March 10, 2021, Congress passed the American Rescue Plan Act (“ARP Act”) of 2021. On March 11, 2021, President Biden signed the bill into law. The ARP contains employment-related provisions. The ARP is a follow-up to the CARES Act, and that part of the CAA Act of 2021 devoted to COVID-19 relief. The ARP includes Paycheck Protection Program (PPP) funding changes and expanded the Employee Retention Credit (the “ERC”) provisions under the CAA. The Company did not apply for a PPP loan. Regarding the ERC, management has calculated that a total ERC of $ 535,504 for 2020 and $ 957,839 for 2021 are available. The Company does not expect the ARP to have a material impact on the Company’s financial statements. Any change to the deferred taxes as a result of the enactment of the ARP is expected to be fully offset to the valuation allowance. On August 16, 2022, President Joe Biden signed The Inflation Reduction Act of 2022 (the “IRA” ). The IRS includes a new Corporate Alternative Minimum Tax (“CAMT”) that imposes a 15 % tax on a corporation’s Adjusted Financial Statement Income (“AFSI”). The CAMT applies to any corporation (certain exceptions apply) whose average annual AFSI for any consecutive three tax year period ending after December 31, 2021 and preceding tax years exceeds $ 1 billion. The IRA is not expected to have a material impact on the Company. |
Net Loss per Common Share | Net Loss per Common Share Basic net loss per share is calculated by dividing net loss by the weighted average number of shares outstanding for the period. Diluted net loss per share is calculated by dividing net loss by the weighted average number of shares of common stock and potential dilutive common stock equivalents outstanding during the period if the effect is dilutive. Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share as the effects of potentially dilutive securities are antidilutive. The calculation of diluted loss per share also requires that, to the extent the presumed issuance of additional shares as contingent consideration is dilutive to loss per share for the period, adjustments to net loss used in the calculation are required to remove the change in fair value of the contingent consideration liability for the period. Likewise, adjustments to the denominator are required to reflect the related dilutive shares. In all periods presented, the Company’s outstanding stock options, convertible preferred stock, early exercised common stock subject to future vesting, restricted stock accounted for as options common and preferred stock warrants and presumed issuance of additional shares as contingent consideration were excluded from the calculation of diluted net loss per share because their effects were antidilutive. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss and certain changes in stockholders’ equity that are excluded from net loss, primarily unrealized losses on the Company’s marketable securities. Recently Issued Accounting Pronouncements The Company continues to monitor new accounting pronouncements issued by the FASB and does not believe any accounting pronouncements issued through the date of this report will have a material impact on the Company's financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheets that sum to the total of the same amounts shown in the statements of cash flows (in thousands). December 31, 2022 2021 2020 Cash and cash equivalents $ 12,736 $ 32,905 $ 17,807 Restricted cash 896 1,446 1,446 Total cash, cash equivalents, and restricted cash $ 13,632 $ 34,351 $ 19,253 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Subject to Fair Value Measurements on Recurring Basis and Level of Inputs Used in Measurements | The carrying amounts of financial instruments such as cash and cash equivalents, restricted cash, prepaid expenses and other current assets, accounts payable, accrued compensation, accrued and other current liabilities approximate the related fair values due to the short maturities of these instruments. As the long-term debt is subject to variable interest rates that are based on market rates which are regularly reset, considering level 2 inputs, the Company believes the carrying value of the long-term debt approximates its fair value. The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows (in thousands): December 31, 2022 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 5,083 $ 5,083 $ — $ — Total cash equivalents 5,083 5,083 — — Short-term marketable securities: U.S. treasuries 30,758 — 30,758 — U.S. government debt securities 51,301 — 51,301 — Total short-term marketable securities 82,059 — 82,059 — Total assets subject to fair value measurements $ 87,142 $ 5,083 $ 82,059 $ — December 31, 2021 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 21,421 $ 21,421 $ — $ — Total cash equivalents 21,421 21,421 — — Short-term marketable securities: U.S. treasuries 52,146 — 52,146 — U.S. government debt securities 3,024 — 3,024 — Total short-term marketable securities 55,170 — 55,170 — Long-term marketable securities: U.S. treasuries 1,993 — 1,993 — Total long-term marketable securities 1,993 — 1,993 — Total assets subject to fair value measurements $ 78,584 $ 21,421 $ 57,163 $ — |
Summary of Reconciliation of Derivative Liability Related to Debt Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs | The following table provides a reconciliation of the derivative liability related to debt measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands): Derivative Liability related to (1) Balance at December 31, 2020 $ — Additions 1,782 Conversion ( 819 ) Balance at December 31, 2021 963 Conversion ( 963 ) Balance at December 31, 2022 $ — |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Marketable Securities Classified as Available-for-Sale | Marketable securities, which are classified as available-for-sale, consisted of the following (in thousands): December 31, 2022 Amortized Unrealized Unrealized Fair Cash equivalents: Money market funds $ 5,083 $ — $ — $ 5,083 Total cash equivalents 5,083 — — 5,083 Short-term marketable securities: U.S. government debt securities 51,491 6 ( 196 ) 51,301 U.S. treasuries 30,820 1 ( 63 ) 30,758 Total short-term marketable securities 82,311 7 ( 259 ) 82,059 Total marketable securities $ 87,394 $ 7 $ ( 259 ) $ 87,142 December 31, 2021 Amortized Unrealized Unrealized Fair Cash equivalents: Money market funds $ 21,421 $ — $ — $ 21,421 Total cash equivalents 21,421 — — 21,421 Short-term marketable securities: U.S. government debt securities 3,026 — ( 2 ) 3,024 U.S. treasuries 52,186 — ( 40 ) 52,146 Total short-term marketable securities 55,212 — ( 42 ) 55,170 Long-term marketable securities: U.S. treasuries 1,995 — ( 2 ) 1,993 Total long-term marketable securities 1,995 — ( 2 ) 1,993 Total marketable securities $ 78,628 $ — $ ( 44 ) $ 78,584 |
License Revenue, Agreements a_2
License Revenue, Agreements and Strategic Investment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Research and Development [Abstract] | |
Schedule of Recognized Revenue of License Agreement | In accordance with the license agreements, the Company recognized revenue as follows: Year ended December 31, 2022 2021 2020 Jocasta Neuroscience, Inc. (1) $ 236 $ 4,784 $ — $ 236 $ 4,784 $ — (1) Jocasta Neuroscience, Inc. was deemed a related party at the effective time the agreement was made on December 17, 2021. |
Balance Sheet Components (Tabl
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, consists of the following (in thousands): December 31, 2022 2021 Laboratory equipment $ 4,197 $ 5,718 Computer equipment 412 499 Furniture and fixtures 726 818 Leasehold improvements 15,244 15,158 Total property and equipment 20,579 22,193 Less: accumulated depreciation and amortization ( 12,754 ) ( 12,258 ) Construction-in-progress — 7 Total property and equipment, net $ 7,825 $ 9,942 |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consist of the following (in thousands): December 31, 2022 2021 Operating lease liability - current portion $ 3,100 $ 4,378 Accrued research and development 1,623 1,390 Liability related to early exercise shares 10 10 Accrued other 601 592 $ 5,334 $ 6,370 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Components of Lease Expense | The following table summarizes the components of lease expense, which are included in operating expenses in the Company’s statements of operations and comprehensive loss (in thousands): Year ended December 31, 2022 2021 2020 Operating lease expense $ 4,264 $ 4,357 $ 4,721 Variable lease expense 1,318 1,633 1,168 Sublease income ( 4,317 ) ( 2,578 ) — Impairment of operating lease right-of-use asset — — 1,409 Total lease expense $ 1,265 $ 3,412 $ 7,298 |
Summary of Supplemental Information Related to Leases | The following table summarizes supplemental information related to leases (in thousands): Year ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 6,283 $ 6,653 $ 5,797 Weighted-average remaining lease term (years) Operating leases 7.0 7.7 8.5 Weighted-average discount rate (percentage) Operating leases 6.0 % 5.9 % 5.8 % |
Summary of Maturities of Lease Liabilities | The following table summarizes the maturities of lease liabilities as of December 31, 2022 (in thousands): Amount 2023 $ 4,810 2024 4,964 2025 5,123 2026 5,287 2027 5,457 Thereafter 11,435 Total future minimum lease payments 37,076 Less: Amount representing interest ( 6,985 ) Present value of future minimum lease payments 30,091 Less: Current portion of operating lease liability ( 3,100 ) Noncurrent portion of operating lease liability $ 26,991 |
Term Loan Facility (Tables)
Term Loan Facility (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Future Principal Payments for Long-Term Debt | Future principal payments for the long-term debt are as follows (in thousands): December 31, 2022 2023 $ 10,078 2024 9,922 Total principal payments 20,000 End of term fee due at maturity in 2024 1,563 Total principal and end of term fee payments 21,563 Unamortized discount and debt issuance costs ( 1,196 ) Present value of remaining debt payments 20,367 Current portion of long-term debt ( 9,476 ) Long-term debt, net $ 10,891 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | A summary of the Company’s stock option activity under the 2013 Plan, 2018 Plan and 2020 Plan for the year ended December 31, 2022 is as follows: Shares Outstanding Weighted- Weighted- Aggregate (in Years) (in thousands) Balance at December 31, 2021 531,484 866,589 $ 60.46 7.7 $ — Shares added 332,265 — — Granted ( 986,279 ) 926,652 4.19 Exercised — — — Canceled 191,368 ( 183,303 ) 65.37 Balance at December 31, 2022 68,838 1,609,938 $ 27.51 8.3 $ 251 Vested and exercisable at December 31, 2022 511,496 $ 59.91 6.0 $ — Vested and expected to vest at December 31, 2022 1,609,938 $ 27.51 8.3 $ 251 |
Summary of Restricted Stock Units, Performance Stock Units and Restricted Stock Awards Activity | The following table summarizes the Company’s RSU, RSA and PSU activity for the year ended December 31, 2022: Shares Weighted- Unvested at December 31, 2021 199,024 $ 39.23 Granted 59,627 $ 8.77 Released ( 90,284 ) $ 38.65 Canceled ( 22,034 ) $ 35.99 Unvested at December 31, 2022 146,333 $ 27.66 |
Summary of Valuation Assumption to Estimate Fair Value of Stock Options | The Company uses the Black-Scholes option-pricing model for determining the estimated fair value and stock-based compensation related to stock options and ESPP awards. The fair value of stock options granted to employees was estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions: Year ended December 31, 2022 2021 2020 Expected term of options (in years) 5.55 6.0 6.1 Expected stock price volatility 86.22 %- 93.17 % 85.7 %- 88.5 % 92.6 %- 107.9 % Risk-free interest rate 2.41 %- 4.01 % 1.08 %- 1.35 % 0.29 %- 0.52 % Expected dividend yield — — — |
Summary of Stock-based Compensation Expense | The following table sets forth the total stock-based compensation expense for all options granted to employees and nonemployees, including shares sold through the issuance of non-recourse promissory notes which are considered to be options for accounting purposes, and costs associated with the 2018 ESPP included in the Company’s statement of operations (in thousands): Year Ended December 31, 2022 2021 2020 Research and development $ 3,526 $ 4,809 $ 6,563 General and administrative 5,853 6,744 7,250 Total $ 9,379 $ 11,553 $ 13,813 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Numerators and Denominators Used In Computing Net Loss From Continuing Operations Per Share | A reconciliation of the numerators and denominators used in computing net loss from continuing operations per share is as follows (in thousands, except per share amounts): Year ended December 31, 2022 2021 2020 (in thousands, except share and per share amounts) Numerator: Net loss $ ( 59,927 ) $ ( 60,725 ) $ ( 93,844 ) Denominator: Weighted average number of shares outstanding—basic 9,494,421 5,581,587 5,086,489 Net loss per share—basic and diluted $ ( 6.31 ) $ ( 10.88 ) $ ( 18.45 ) |
Summary of Potentially Dilutive Securities Excluded from Computation of Diluted Per Share | Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: Year ended December 31, 2022 2021 2020 Options to purchase common stock 1,609,938 866,696 754,047 Outstanding warrants to purchase common stock 6,428,572 — — Early exercised common stock subject to future vesting 3,336 3,336 6,674 RSUs 146,333 199,094 283,208 PSUs — — 15,000 Shares subject to the 2018 ESPP 65,939 14,774 11,138 Total 8,254,118 1,083,900 1,070,067 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The effective tax rate of the Company’s provision for income taxes differs from the federal statutory rate as follows: Year ended December 31, 2022 2021 2020 Taxes at the U.S. statutory income tax rate 21.0 % 21.0 % 21.0 % State tax, net of federal benefit 6.8 4.4 — Other ( 0.6 ) ( 0.4 ) 1.8 Stock-based compensation ( 4.9 ) ( 1.6 ) ( 1.6 ) Research and development tax credits 2.2 3.2 2.2 Rate change 3.5 3.8 0.1 ASC 740-10 ( 5.6 ) ( 4.2 ) — Change in valuation allowance ( 22.4 ) ( 26.2 ) ( 23.5 ) Total provision for income taxes — % — % — % |
Schedule of Components of Deferred Income Taxes | The tax effects of significant items comprising the Company’s deferred income taxes are as follows: December 31, 2022 2021 (in thousands) Deferred tax assets: Federal and state operating loss carryforwards $ 73,322 $ 68,216 Research and development tax credits 8,646 7,356 Stock-based compensation 4,589 5,232 Accruals and other 587 837 Intangibles 5,329 3,581 Section 174 capitalization research expenses 6,624 — Charitable contributions 12 266 Operating lease liabilities 6,908 7,608 Total deferred tax assets 106,017 93,096 Deferred tax liabilities: Operating lease right-of-use assets ( 4,371 ) ( 4,698 ) Fixed assets ( 1,299 ) ( 1,500 ) Total deferred tax liabilities ( 5,670 ) ( 6,198 ) Valuation allowance ( 100,347 ) ( 86,898 ) Net deferred tax assets $ — $ — |
Summary of Net Operating Losses and Tax Credit Carryforwards | Net operating losses and tax credit carryforwards as of December 31, 2022 are as follows: Amount Expiration Years Net operating losses, federal (post December 31, 2017) $ 284,490 Do Not Expire Net operating losses, federal (pre January 1, 2018) 64,136 2029 - 2037 Net operating losses, state 141,720 2034 - 2042 Research and development tax credits, federal 8,047 2034 - 2042 Research and development tax credits, California 6,747 Indefinite |
Schedule of Reconciliation of Unrecognized Tax Benefits | The following table summarizes the activity related to the Company’s unrecognized tax benefits: Year ended December 31, 2022 2021 2020 (in thousands) Gross unrecognized tax benefits at January 1 $ 13,221 $ 7,142 $ 9,762 Additions for tax positions taken in the current year 4,395 3,457 255 Reductions for tax positions taken in the prior year ( 11 ) 2,622 ( 2,875 ) Gross unrecognized tax benefits at December 31 $ 17,605 $ 13,221 $ 7,142 |
Organization - Additional Infor
Organization - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Accumulated deficit | $ 459,951 | $ 400,024 | [1] | |
Net loss | 59,927 | 60,725 | $ 93,844 | |
Cash used in operations | 51,029 | $ 45,060 | $ 78,333 | |
Product revenue | 0 | |||
Cash, cash equivalents and marketable securities | $ 94,800 | |||
[1] The balance sheet as of December 31, 2021 (as adjusted for the Reverse Split, as defined in Note 2) is derived from the audited financial statements as of that date. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |||
Oct. 19, 2022 | Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Accounting Policies [Abstract] | ||||
Reverse stock split ratio | 0.1 | |||
Number of operating segment | Segment | 1 | |||
Off-balance sheet concentrations of credit risk description | As of December 31, 2022 and 2021, the Company had no off-balance sheet concentrations of credit risk. | |||
Off-balance sheet concentrations of credit risk | $ 0 | $ 0 | ||
Impairment charge | $ 2,600,000 | |||
Employee Retention Credit available amount | $ 957,839 | $ 535,504 | ||
Corporate alternative minimum tax percentage on AFSI | 15% | |||
Corporate alternative minimum tax applicability terms | The CAMT applies to any corporation (certain exceptions apply) whose average annual AFSI for any consecutive three tax year period ending after December 31, 2021 and preceding tax years exceeds $1 billion. | |||
Minimum average annual adjusted financial statement income to impose CAMT | $ 1,000,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||||
Cash and cash equivalents | $ 12,736 | $ 32,905 | [1] | $ 17,807 | |
Restricted cash | 896 | 1,446 | 1,446 | ||
Total cash, cash equivalents, and restricted cash | $ 13,632 | $ 34,351 | $ 19,253 | $ 38,919 | |
[1] The balance sheet as of December 31, 2021 (as adjusted for the Reverse Split, as defined in Note 2) is derived from the audited financial statements as of that date. |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Subject to Fair Value Measurements on Recurring Basis and Level of Inputs Used in Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Assets: | |||
Cash equivalents | $ 5,083 | ||
Short-term marketable securities | 82,059 | $ 55,170 | [1] |
Long-term marketable securities | 0 | 1,993 | [1] |
Fair Value, Recurring | |||
Assets: | |||
Cash equivalents | 21,421 | ||
Short-term marketable securities | 82,059 | 55,170 | |
Long-term marketable securities | 1,993 | ||
Total assets subject to fair value measurements on a recurring basis | 87,142 | 78,584 | |
Fair Value, Recurring | Level 1 | |||
Assets: | |||
Cash equivalents | 5,083 | 21,421 | |
Total assets subject to fair value measurements on a recurring basis | 5,083 | 21,421 | |
Fair Value, Recurring | Level 2 | |||
Assets: | |||
Short-term marketable securities | 82,059 | 55,170 | |
Long-term marketable securities | 1,993 | ||
Total assets subject to fair value measurements on a recurring basis | 82,059 | 57,163 | |
Money market funds | Fair Value, Recurring | |||
Assets: | |||
Cash equivalents | 5,083 | 21,421 | |
Money market funds | Fair Value, Recurring | Level 1 | |||
Assets: | |||
Cash equivalents | 5,083 | 21,421 | |
U.S. Treasuries | Fair Value, Recurring | |||
Assets: | |||
Short-term marketable securities | 30,758 | 52,146 | |
Long-term marketable securities | 1,993 | ||
U.S. Treasuries | Fair Value, Recurring | Level 2 | |||
Assets: | |||
Short-term marketable securities | 30,758 | 52,146 | |
Long-term marketable securities | 1,993 | ||
U.S. government debt securities | Fair Value, Recurring | |||
Assets: | |||
Short-term marketable securities | 51,301 | 3,024 | |
U.S. government debt securities | Fair Value, Recurring | Level 2 | |||
Assets: | |||
Short-term marketable securities | $ 51,301 | $ 3,024 | |
[1] The balance sheet as of December 31, 2021 (as adjusted for the Reverse Split, as defined in Note 2) is derived from the audited financial statements as of that date. |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Reconciliation of Derivative Liability Related to Debt Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Details) - Derivative Liability Related To Debt Conversion Feature - Fair Value, Recurring - Level 3 - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Beginning balance | [1] | $ 963 | $ 0 |
Additions | [1] | 1,782 | |
Conversion | [1] | (963) | (819) |
Ending balance | [1] | $ 0 | $ 963 |
[1] Transfers into Level 3 during the year ended December 31, 2021 relate to the call option with Hercules Capital, Inc, where the lender can convert principal debt into common stock. Transfers out of Level 3 during the year relate to the conversions calls of this option made by Hercules Capitals, Inc. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value Disclosures [Abstract] | |
Adjustments to fair value of derivative | $ 0 |
Marketable Securities - Summary
Marketable Securities - Summary of Marketable Securities Classified as Available-for-Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost Basis | $ 87,394 | $ 78,628 |
Unrealized Gains | 7 | 0 |
Unrealized Losses | (259) | (44) |
Fair Value | 87,142 | 78,584 |
Cash Equivalents | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost Basis | 5,083 | 21,421 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 5,083 | 21,421 |
Cash Equivalents | Money market funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost Basis | 5,083 | 21,421 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 5,083 | 21,421 |
Short Term Marketable Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost Basis | 82,311 | 55,212 |
Unrealized Gains | 7 | 0 |
Unrealized Losses | (259) | (42) |
Fair Value | 82,059 | 55,170 |
Short Term Marketable Securities | U.S. government debt securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost Basis | 51,491 | 3,026 |
Unrealized Gains | 6 | 0 |
Unrealized Losses | (196) | (2) |
Fair Value | 51,301 | 3,024 |
Short Term Marketable Securities | U S Treasuries | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost Basis | 30,820 | 52,186 |
Unrealized Gains | 1 | 0 |
Unrealized Losses | (63) | (40) |
Fair Value | $ 30,758 | 52,146 |
Long Term Marketable Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost Basis | 1,995 | |
Unrealized Gains | 0 | |
Unrealized Losses | (2) | |
Fair Value | 1,993 | |
Long Term Marketable Securities | U S Treasuries | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost Basis | 1,995 | |
Unrealized Gains | 0 | |
Unrealized Losses | (2) | |
Fair Value | $ 1,993 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Marketable Securities [Line Items] | |
Realized gains or losses on available-for-sale debt securities | $ 0 |
License Revenue, Agreements a_3
License Revenue, Agreements and Strategic Investment - Schedule of Recognized Revenue of License Agreement (Details) - Collaboration Agreement - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Revenue recognized | $ 236 | $ 4,784 | |
Jocasta Neuroscience, Inc. | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Revenue recognized | [1] | $ 236 | $ 4,784 |
[1] Jocasta Neuroscience, Inc. was deemed a related party at the effective time the agreement was made on December 17, 2021. |
License Revenue, Agreements a_4
License Revenue, Agreements and Strategic Investment - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2021 | Jun. 30, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2021 | |||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||
Deferred revenue | $ 0 | $ 216,000 | [1] | |||||
Compound library and option agreement execution month and year | 2016-02 | |||||||
Compound library and option agreement expiration month and year | 2022-02 | |||||||
Common stock, shares issued | 14,215,302 | 6,299,158 | ||||||
Common stock, value | [2] | $ 1,000 | $ 1,000 | [1] | ||||
Licensed Products | ||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||
Royalties due from sales | 0 | |||||||
License Agreement | Jocasta Neuroscience, Inc. | ||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||
Upfront cash payments received | 5,000,000 | |||||||
Revenue recognized | 200,000 | 4,800,000 | $ 0 | |||||
Deferred revenue | 0 | 200,000 | ||||||
Other Licensing Agreements with Research Institutions | ||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||
Contingent consideration, milestone or royalty payments | 0 | 0 | ||||||
Other Licensing Agreements with Research Institutions | UCSF | ||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||
Common shares expected to be issued | 3,400 | |||||||
Contingent consideration, milestone or royalty payments | 0 | |||||||
Maximum milestone payments for each product licensed under agreement | $ 13,600,000 | |||||||
Other Licensing Agreements with Research Institutions | UCSF | Common Stock | ||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||
Issuance of common stock | 12,000 | |||||||
Other Licensing Agreements with Research Institutions | UCSF | Additional Paid-In Capital | ||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||
Common stock issued to third parties | $ 1,000,000 | |||||||
Commercial Agreement | Clinical Stage Biopharmaceutical Company | ||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||
Strategic investments | 0 | 0 | ||||||
Change in fair value of investment | $ 0 | $ 0 | $ 500,000 | |||||
Commercial Agreement | Affiliate of Clinical-Stage Biopharmaceutical Company | ||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||
Equity payments percentage | 20% | |||||||
Common stock, shares issued | 29,194 | 10,527 | ||||||
Common stock fair market value | $ 400,000 | |||||||
Commercial Agreement | Ascentage Pharma | ||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||
Milestone payments | $ 2,000,000 | |||||||
Equity payments percentage | 80% | |||||||
Common stock, shares issued | 126,975 | 36,166 | 29,477 | |||||
Common stock, additional shares issued | 0 | |||||||
Common stock fair market value, net of withholding taxes | $ 1,100,000 | |||||||
Common stock, value | $ 2,300,000 | |||||||
Contingent consideration liability | $ 0 | |||||||
Commercial Agreement | Ascentage Pharma | Maximum | ||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||
Contingent consideration additional common stock issued for one licensed product | 93,333 | |||||||
Contingent consideration additional common stock issued for two or more licensed product | 133,333 | |||||||
Milestone payments | $ 70,300,000 | |||||||
Commercial Agreement | Ascentage Pharma | Initial License Agreement | ||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||
License agreement execution month and year | 2016-02 | |||||||
Commercial Agreement | Ascentage Pharma | Second License Agreement | ||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||
License agreement execution month and year | 2019-01 | |||||||
[1] The balance sheet as of December 31, 2021 (as adjusted for the Reverse Split, as defined in Note 2) is derived from the audited financial statements as of that date. The Company effected a reverse stock split of its outstanding shares of common stock on October 19, 2022 where every ten shares of its common stock issued and outstanding was converted into one share of common stock. Any fractional post-split shares as a result of the reverse split were rounded down to the nearest whole post-split share. Shareholders of the Company previously authorized the Board of Directors to approve a reverse stock split at the annual meeting on October 18, 2022. All share amounts and per share amounts disclosed in this Annual Report on Form 10-K have been restated to reflect the reverse stock split on a retroactive basis in all periods presented. |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | |||
Total property and equipment | $ 20,579 | $ 22,193 | |
Less: accumulated depreciation and amortization | (12,754) | (12,258) | |
Construction-in-progress | 7 | ||
Total property and equipment, net | 7,825 | 9,942 | [1] |
Laboratory Equipment | |||
Property Plant And Equipment [Line Items] | |||
Total property and equipment | 4,197 | 5,718 | |
Computer Equipment | |||
Property Plant And Equipment [Line Items] | |||
Total property and equipment | 412 | 499 | |
Furniture and Fixtures | |||
Property Plant And Equipment [Line Items] | |||
Total property and equipment | 726 | 818 | |
Leasehold Improvements | |||
Property Plant And Equipment [Line Items] | |||
Total property and equipment | $ 15,244 | $ 15,158 | |
[1] The balance sheet as of December 31, 2021 (as adjusted for the Reverse Split, as defined in Note 2) is derived from the audited financial statements as of that date. |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 2.2 | $ 2.9 | $ 3.4 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |||
Operating lease liability - current portion | $ 3,100 | $ 4,378 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued and other current liabilities | Accrued and other current liabilities | |
Accrued research and development | $ 1,623 | $ 1,390 | |
Liability related to early exercise shares | 10 | 10 | |
Accrued other | 601 | 592 | |
Accrued and other current liabilities | $ 5,334 | $ 6,370 | [1] |
[1] The balance sheet as of December 31, 2021 (as adjusted for the Reverse Split, as defined in Note 2) is derived from the audited financial statements as of that date. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||||
May 31, 2022 USD ($) ft² $ / ft² | Jun. 30, 2021 USD ($) ft² $ / ft² | May 31, 2021 USD ($) ft² $ / ft² | Feb. 28, 2021 ft² $ / ft² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Feb. 28, 2019 USD ($) | |
Commitments And Contingencies [Line Items] | ||||||||
Sublease income | $ 4,317,000 | $ 2,578,000 | ||||||
South San Francisco, California | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Lessee, operating lease, description | In February 2019, the Company entered into a lease agreement for new office and laboratory space in South San Francisco, California. The term of the lease agreement commenced in May 2019. The lease has an initial term from occupancy of approximately ten years ending on December 31, 2029 with an option to extend the term for an additional eight years at then-market rental rates. | |||||||
Operating lease, initial lease term | 10 years | |||||||
Operating lease, renewal term | 8 years | |||||||
Tenant improvement allowance | $ 10,700,000 | |||||||
Letter of credit, delivered in connection of lease agreement | $ 900,000 | |||||||
Lease commencement date | 2019-05 | |||||||
Operating lease, option to extend description | option to extend the term for an additional eight years | |||||||
Operating lease, existence of option to extend | true | |||||||
Lease expiration date | Dec. 31, 2029 | |||||||
Estimated discount rate | 3.50% | |||||||
Impairment loss | $ 0 | $ 0 | $ 2,600,000 | |||||
Incurred initial direct costs of sublease | $ 100,000 | $ 200,000 | ||||||
South San Francisco, California | Office and Laboratory Space, First Floor | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Impairment loss | 0 | |||||||
Space subleased (in square feet) | ft² | 23,000 | |||||||
Sublease expiration date | Aug. 31, 2024 | |||||||
Sublease rent per square foot | $ / ft² | 6.25 | |||||||
Annual percentage increase in sublease base rent | 3.50% | |||||||
Percentage of operating expenses and property management fees to be paid by subtenant | 37% | |||||||
Sublease income | 2,200,000 | 1,100,000 | 0 | |||||
South San Francisco, California | Office and Laboratory Space, Second Floor | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Impairment loss | 0 | |||||||
Space subleased (in square feet) | ft² | 15,000 | |||||||
Sublease start date | Jul. 01, 2022 | |||||||
Sublease expiration date | Jun. 30, 2024 | |||||||
Sublease rent per square foot | $ / ft² | 7.80 | |||||||
Annual percentage increase in sublease base rent | 3.50% | |||||||
Percentage Of Operating Expense And Property Management Fees To Be Paid By Subtenant | 24% | |||||||
Sublease income | $ 800,000 | |||||||
Brisbane, California | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Operating lease, renewal term | 4 years | |||||||
Tenant improvement allowance | $ 3,900,000 | |||||||
Lease commencement date | 2016-05 | |||||||
Operating lease, option to extend description | The lease agreement includes an escalation clause for increased rent and a renewal provision allowing the Company to extend this lease for an additional four years by giving the landlord written notice of the election to exercise the option at least fifteen months prior to the original expiration of the lease term. | |||||||
Operating lease, expiration date | 2022-10 | |||||||
Operating leases rent holiday period for expanded space | 3 months | |||||||
Space subleased (in square feet) | ft² | 11,500 | 27,000 | ||||||
Sublease expiration date | Sep. 30, 2022 | Aug. 31, 2022 | ||||||
Sublease rent per square foot | $ / ft² | 1 | 3.53 | ||||||
Annual percentage increase in sublease base rent | 3% | |||||||
Percentage of operating expenses and property management fees to be paid by subtenant | 30% | 41% | ||||||
Incurred initial direct costs of sublease | $ 100,000 | |||||||
Sublease income | $ 1,300,000 | $ 1,500,000 | $ 0 | |||||
Brisbane, California | Minimum | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Operating lease option exercise notice period | 15 months |
Commitments and Contingencies_2
Commitments and Contingencies -Summary of Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lease, Expense [Abstract] | |||
Operating lease expense | $ 4,264 | $ 4,357 | $ 4,721 |
Variable lease expense | 1,318 | 1,633 | 1,168 |
Sublease income | (4,317) | (2,578) | |
Impairment of operating lease right-of-use asset | 1,409 | ||
Total lease expense | $ 1,265 | $ 3,412 | $ 7,298 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Supplemental Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating cash flows from operating leases | $ 6,283 | $ 6,653 | $ 5,797 |
Operating leases, Weighted-average remaining lease term (years) | 7 years | 7 years 8 months 12 days | 8 years 6 months |
Operating leases, Weighted-average discount rate (percentage) | 6% | 5.90% | 5.80% |
Commitments and Contingencies_4
Commitments and Contingencies - Summary of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||
2023 | $ 4,810 | ||
2024 | 4,964 | ||
2025 | 5,123 | ||
2026 | 5,287 | ||
2027 | 5,457 | ||
Thereafter | 11,435 | ||
Total future minimum lease payments | 37,076 | ||
Less: Amount representing interest | (6,985) | ||
Present value of future minimum lease payments | 30,091 | ||
Less: Current portion of operating lease liability | (3,100) | $ (4,378) | |
Noncurrent portion of operating lease liability | $ 26,991 | $ 30,094 | [1] |
[1] The balance sheet as of December 31, 2021 (as adjusted for the Reverse Split, as defined in Note 2) is derived from the audited financial statements as of that date. |
Term Loan Facility - Additional
Term Loan Facility - Additional Information (Details) $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Jan. 25, 2023 | Dec. 15, 2021 USD ($) | Aug. 03, 2020 USD ($) Tranche | Feb. 14, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 01, 2021 USD ($) | ||
Debt Instrument [Line Items] | ||||||||||
Debt instrument aggregate principal amount | $ 20,000 | |||||||||
Outstanding principal converted to equity | 10,891 | $ 18,409 | [1] | |||||||
Unamortized discount and debt issuance costs | 1,196 | |||||||||
End of term fee due at maturity | 1,563 | |||||||||
Interest expense | 3,558 | 3,177 | $ 1,292 | |||||||
Term Loan | Loan Agreement | Hercules Capital | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument aggregate principal amount | $ 20,000 | |||||||||
Number of tranches | Tranche | 4 | |||||||||
Principal amount of first tranche | $ 25,000 | $ 20,000 | ||||||||
Long-term debt, maturity date | Aug. 01, 2024 | |||||||||
Debt conversion, original debt amount | $ 5,000 | $ 5,000 | $ 2,700 | |||||||
Outstanding principal converted to equity | 2,300 | |||||||||
Loan issuance cost | 100 | |||||||||
Final payment fee of the total term loan advanced | 6.25% | |||||||||
Debt instrument, interest rate terms | Interest on the term loan accrues at a per annum rate equal to the greater of (i) the Wall Street Journal prime rate plus 6.10% and (ii) 9.35%. On December 31, 2022, the interest rate on the term loan was 13.60%. Interest expense is calculated using the effective interest method and is inclusive of non-cash amortization of capitalized loan issuance costs. At December 31, 2022, the effective interest rate was 19.87%. | |||||||||
Debt instrument, interest rate, stated percentage | 13.60% | |||||||||
Debt instrument, interest rate, effective percentage | 19.87% | |||||||||
Maximum amount of debt that can be purchased by lender. | $ 2,000 | |||||||||
Debt instrument, unrestricted cash | $ 15,000 | |||||||||
Debt instrument, minimum unrestricted cash | $ 10,000 | |||||||||
Unamortized discount and debt issuance costs | 1,200 | |||||||||
End of term fee due at maturity | 1,600 | |||||||||
Term Loan | Loan Agreement | Hercules Capital | Interest And Other Expense | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest expense | $ 3,600 | $ 3,200 | $ 1,300 | |||||||
Term Loan | Loan Agreement | Hercules Capital | Wall Street Journal Prime Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest rate, basis spread on variable rate | 6.10% | |||||||||
Term Loan | Loan Agreement | Hercules Capital | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument aggregate principal amount | $ 80,000 | |||||||||
Loan amendment conversion effective month of anniversary | 6 months | |||||||||
Debt conversion, original debt amount | $ 5,000 | |||||||||
Debt conversion percentage of principal amount | 20% | |||||||||
Prepayment fee | 1.50% | |||||||||
Term Loan | Loan Agreement | Hercules Capital | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest rate, stated percentage | 9.35% | |||||||||
Term Loan | Loan Agreement | Hercules Capital | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Extended amortization date | Apr. 01, 2023 | |||||||||
Debt instrument, interest rate terms | Should all three of the interest only milestones be satisfied prior to this date, the interest only period may extend an additional two months to June 1, 2023. | |||||||||
[1] The balance sheet as of December 31, 2021 (as adjusted for the Reverse Split, as defined in Note 2) is derived from the audited financial statements as of that date. |
Term Loan Facility - Schedule o
Term Loan Facility - Schedule of Future Principal Payments for Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | [1] |
Debt Disclosure [Abstract] | |||
2023 | $ 10,078 | ||
2024 | 9,922 | ||
Total principal payments | 20,000 | ||
End of term fee due at maturity in 2024 | 1,563 | ||
Total principal and end of term fee payments | 21,563 | ||
Unamortized discount and debt issuance costs | (1,196) | ||
Present value of remaining debt payments | 20,367 | ||
Current portion of long-term debt | (9,476) | $ (3,055) | |
Long-term debt, net | $ 10,891 | $ 18,409 | |
[1] The balance sheet as of December 31, 2021 (as adjusted for the Reverse Split, as defined in Note 2) is derived from the audited financial statements as of that date. |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) - License Agreement - Jocasta Neuroscience, Inc. - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Upfront cash payments received | $ 5 | |
Deferred revenue recognized | $ 0.2 | $ 4.8 |
Equity Financing - Additional I
Equity Financing - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||
Oct. 19, 2022 | Aug. 31, 2022 USD ($) $ / shares shares | Aug. 17, 2022 USD ($) | Oct. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) $ / shares shares | Sep. 30, 2020 $ / shares | Jul. 31, 2020 USD ($) | Jun. 30, 2019 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2019 shares | ||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Reverse stock split ratio | 0.1 | ||||||||||||||||
Number of stock, authorized for issuance | shares | 10,000,000 | 10,000,000 | |||||||||||||||
Number of stock, par value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||
Number of stock, shares issued | shares | 0 | 0 | |||||||||||||||
Number of stock, shares outstanding | shares | 0 | 0 | |||||||||||||||
Common stock, shares authorized | shares | 300,000,000 | 300,000,000 | |||||||||||||||
Common stock, par value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||
Common stock, shares issued | shares | 14,215,302 | 6,299,158 | |||||||||||||||
Common stock, shares outstanding | shares | 14,215,302 | 6,299,158 | |||||||||||||||
Equity financing, authorized amount | $ 250,000,000 | $ 125,000,000 | $ 250,000,000 | ||||||||||||||
Other expense related to the commitment shares issued to Lincoln Park Capital Fund | $ 0 | $ 825,000 | $ 0 | ||||||||||||||
Common Stock | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Common stock, shares outstanding | shares | [1] | 14,215,302 | 6,299,158 | 5,325,288 | 4,722,674 | ||||||||||||
At The Market Equity Offering Program | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Proceeds from sale of common stock | $ 12,155,000 | $ 10,357,000 | $ 37,270,000 | ||||||||||||||
Issuance of common stock, value | $ 12,155,000 | $ 10,357,000 | $ 37,270,000 | ||||||||||||||
At The Market Equity Offering Program | Cowen | Sales Agreement | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Issuance of common stock (in shares) | shares | 500,226 | ||||||||||||||||
Proceeds from sale of common stock | $ 37,300,000 | ||||||||||||||||
Payments for other offering expenses | $ 1,300,000 | ||||||||||||||||
At The Market Equity Offering Program | Cowen | Sales Agreement | Maximum | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Equity financing, authorized amount | $ 75,000,000 | ||||||||||||||||
Percentage of gross sales proceeds of common stock payable as compensation | 3% | ||||||||||||||||
At The Market Equity Offering Program | Cowen | June 2019 Sales Agreement | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Issuance of common stock (in shares) | shares | 118,707 | ||||||||||||||||
At The Market Equity Offering Program | Common Stock | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Equity financing, authorized amount | $ 75,000,000 | ||||||||||||||||
Issuance of common stock (in shares) | shares | [1] | 1,019,046 | 189,453 | 500,226 | |||||||||||||
Additional At The Market Equity Offering Program | Cowen | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Proceeds from sale of common stock | $ 10,400,000 | ||||||||||||||||
Payments for other offering expenses | $ 300,000 | ||||||||||||||||
Additional At The Market Equity Offering Program | Cowen | July 2020 Sales Agreement | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Issuance of common stock (in shares) | shares | 70,746 | ||||||||||||||||
Additional At The Market Equity Offering Program | Cowen | July 2020 Sales Agreement | Maximum | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Equity financing, authorized amount | $ 50,000,000 | ||||||||||||||||
Percentage of gross sales proceeds of common stock payable as compensation | 3% | ||||||||||||||||
Additional At The Market Equity Offering Program | Common Stock | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Equity financing, authorized amount | $ 50,000,000 | ||||||||||||||||
March 2022 ATM Offering Program | Common Stock | Cowen | March 2022 Sales Agreement | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Percentage of gross sales proceeds of common stock payable as compensation | 3% | ||||||||||||||||
Issuance of common stock (in shares) | shares | 786,544 | ||||||||||||||||
Proceeds from sale of common stock | $ 9,100,000 | ||||||||||||||||
Payments for other offering expenses | $ 300,000 | ||||||||||||||||
March 2022 ATM Offering Program | Common Stock | Cowen | March 2022 Sales Agreement | Maximum | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Equity financing, authorized amount | $ 50,000,000 | $ 50,000,000 | |||||||||||||||
March 2022 ATM Offering Program Amendment | March 2022 Sales Agreement | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Common stock, capital shares reserved for future issuance | shares | 15,600,000 | ||||||||||||||||
March 2022 ATM Offering Program Amendment | Common Stock | Cowen | March 2022 Sales Agreement | Maximum | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Equity financing, authorized amount | $ 25,000,000 | ||||||||||||||||
October 2022 At The Market Equity Offering Program | Cowen | October 2022 Sales Agreement | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Percentage of gross sales proceeds of common stock payable as compensation | 3% | ||||||||||||||||
Issuance of common stock (in shares) | shares | 0 | ||||||||||||||||
October 2022 At The Market Equity Offering Program | Cowen | October 2022 Sales Agreement | Maximum | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Equity financing, authorized amount | $ 50,000,000 | ||||||||||||||||
Equity Purchase Agreement | Lincoln Park Capital Fund LLC | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Issuance of common stock (in shares) | shares | 102,040 | 90,000 | 300,000 | ||||||||||||||
Issuance of common stock, value | $ 910,000 | $ 9,039,000 | |||||||||||||||
Purchase agreement term | 36 months | ||||||||||||||||
Share purchase price | $ / shares | $ 2.94 | ||||||||||||||||
Total gross purchase price of share | $ 3,000,000 | ||||||||||||||||
Regular purchase capped amount | $ 2,000,000 | ||||||||||||||||
Percentage of trading volume | 30% | ||||||||||||||||
Percentage of purchase price | 97% | ||||||||||||||||
Percentage of shares issued to common shares outstanding immediately prior to the execution of the purchase agreement | 19.99% | ||||||||||||||||
Purchase agreement price per share | $ / shares | $ 29.40 | ||||||||||||||||
Maximum percentage ownership of issued and outstanding shares | 9.99% | ||||||||||||||||
Equity Purchase Agreement | Lincoln Park Capital Fund LLC | Purchase Agreement 35.00 Closing Price | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Regular purchase amount closing price per share | $ / shares | $ 35 | ||||||||||||||||
Equity Purchase Agreement | Lincoln Park Capital Fund LLC | Purchase Agreement 50.00 Closing Price | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Regular purchase amount closing price per share | $ / shares | $ 50 | ||||||||||||||||
Equity Purchase Agreement | Lincoln Park Capital Fund LLC | Purchase Agreement 70.00 Closing Price | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Regular purchase amount closing price per share | $ / shares | $ 70 | ||||||||||||||||
Equity Purchase Agreement | Lincoln Park Capital Fund LLC | Maximum | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Issuance of common stock (in shares) | shares | 1,106,580 | ||||||||||||||||
Issuance of common stock, value | $ 30,000,000,000 | ||||||||||||||||
Equity Purchase Agreement | Lincoln Park Capital Fund LLC | Maximum | Purchase Agreement 35.00 Closing Price | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Regular purchase amount shares | shares | 15,000 | ||||||||||||||||
Equity Purchase Agreement | Lincoln Park Capital Fund LLC | Maximum | Purchase Agreement 50.00 Closing Price | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Regular purchase amount shares | shares | 20,000 | ||||||||||||||||
Equity Purchase Agreement | Lincoln Park Capital Fund LLC | Maximum | Purchase Agreement 70.00 Closing Price | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Regular purchase amount shares | shares | 25,000 | ||||||||||||||||
Equity Purchase Agreement | Common Stock | Lincoln Park Capital Fund LLC | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Issuance of common stock (in shares) | shares | 25,244 | 90,000 | [1] | 417,286 | [1] | ||||||||||||
Proceeds from sale of common stock | $ 900,000 | $ 5,300 | |||||||||||||||
Other expense related to the commitment shares issued to Lincoln Park Capital Fund | $ 800,000 | ||||||||||||||||
Equity Purchase Agreement | Common Stock | Lincoln Park Capital Fund LLC | Regular Purchase Amount per Business Day | Maximum | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Issuance of common stock (in shares) | shares | 10,000 | ||||||||||||||||
Follow On Offering | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Gross proceeds | $ 45,000,000 | ||||||||||||||||
Proceeds from sale of common stock | $ 41,700,000 | ||||||||||||||||
Number of warrants exercised | shares | 0 | ||||||||||||||||
Issuance of common stock, value | $ 41,648,000 | ||||||||||||||||
Follow On Offering | Maximum | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Warrants exercisable term | 5 years | ||||||||||||||||
Warrant exercise percentage of ordinary shares outstanding beneficially owned | 4.99% | ||||||||||||||||
Follow On Offering | Common Stock | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Issuance of common stock (in shares) | shares | 6,428,571 | 6,428,571 | [1] | ||||||||||||||
Share purchase price | $ / shares | $ 7 | ||||||||||||||||
Follow On Offering | Warrants | |||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||||||||||
Exercise price for warrant | $ / shares | $ 8.50 | ||||||||||||||||
Warrants issued to purchase ordinary shares | shares | 6,428,572 | ||||||||||||||||
[1] The Company effected a reverse stock split of its outstanding shares of common stock on October 19, 2022 where every ten shares of its common stock issued and outstanding was converted into one share of common stock. Any fractional post-split shares as a result of the reverse split were rounded down to the nearest whole post-split share. Shareholders of the Company previously authorized the Board of Directors to approve a reverse stock split at the annual meeting on October 18, 2022. All share amounts and per share amounts disclosed in this Annual Report on Form 10-K have been restated to reflect the reverse stock split on a retroactive basis in all periods presented. |
Corporate Restructuring - Addit
Corporate Restructuring - Additional Information (Details) $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Feb. 28, 2022 Position | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Restructuring Cost And Reserve [Line Items] | |||
Restructuring implementation date | 2022-02 | ||
Number of positions eliminated | Position | 29 | ||
Percentage of positions eliminated | 50% | ||
Severance charge in operating expenses | $ 1.9 | ||
Non-cash share-based payment compensation credits to forfeiture of stock options | $ 1.7 | ||
Employee Termination Benefits | |||
Restructuring Cost And Reserve [Line Items] | |||
Severance charge in operating expenses | 1.6 | ||
Employee Termination Benefits | Research and Development Expense | |||
Restructuring Cost And Reserve [Line Items] | |||
Severance charge in operating expenses | 1.4 | ||
Employee Termination Benefits | Employee-Related Benefits | |||
Restructuring Cost And Reserve [Line Items] | |||
Severance charge in operating expenses | 0.2 | ||
Employee Termination Benefits | General and Administrative Expense | |||
Restructuring Cost And Reserve [Line Items] | |||
Severance charge in operating expenses | 0.5 | ||
Employee Termination Benefits | Payroll Taxes | |||
Restructuring Cost And Reserve [Line Items] | |||
Severance charge in operating expenses | $ 0.1 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Feb. 28, 2022 | Jun. 30, 2021 | Jan. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2018 | Jun. 30, 2013 | Feb. 28, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | ||||||||||
Intrinsic value of options exercised | $ 0 | $ 1,100,000 | ||||||||||
Weighted-average estimated fair value of stock options granted | $ 3.11 | $ 35.79 | ||||||||||
Exercisable, aggregate intrinsic value | $ 0 | $ 0 | ||||||||||
Number of shares authorized for issuance | 320,000 | |||||||||||
Number of shares options granted to purchase an aggregate of common stock | 926,652 | |||||||||||
Settlement of stock based compensation for liability awards | 0 | 0 | ||||||||||
Stock option awards outstanding | 1,609,938 | 866,589 | ||||||||||
Stock option awards, grant date fair value | $ 251,000 | |||||||||||
Stock based compensation expense for liability awards | 0 | $ 0 | $ 100,000 | |||||||||
Stock-based compensation expense | 9,379,000 | 11,553,000 | 13,813,000 | |||||||||
2018 Employee Stock Purchase Plan | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Common stock, capital shares reserved for future issuance | 53,624 | |||||||||||
Option purchase date price percentage lower of closing trading price per share | 85% | |||||||||||
Employees subscription rate during the offering period | 15% | |||||||||||
Maximum number of shares may be purchased by an employee | 15,000 | |||||||||||
Maximum fair market value of shares may be purchased by an employee | $ 25,000 | |||||||||||
Non Employee | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Stock-based compensation expense | $ 200,000 | 400,000 | $ 300,000 | |||||||||
Maximum | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting period, options | 4 years | |||||||||||
Minimum | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting period, options | 3 years | |||||||||||
Performance and Market Contingent Stock Options | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Trailing period | 30 days | |||||||||||
Stock option awards outstanding | 3,336 | |||||||||||
Stock option awards, grant date fair value | $ 100,000 | |||||||||||
Modification date fair value | $ 102,000 | $ 81,000 | ||||||||||
Implied service period for recognition | 1 year 10 months 6 days | |||||||||||
Performance and Market Contingent Stock Options | Executive Team | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Stock option awards exercisable upon the achievement of performance goals | 3,336 | 1,747 | ||||||||||
Performance and Market Contingent Stock Options | Tranche One | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Volume-weighted average per Share closing trading price | $ 180 | |||||||||||
Trailing period | 30 days | |||||||||||
Performance and Market Contingent Stock Options | Tranche Two | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Volume-weighted average per Share closing trading price | $ 360 | |||||||||||
Trailing period | 30 days | |||||||||||
Performance and Market Contingent Stock Options | Maximum | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Implied service period for recognition | 2 years 6 months 7 days | |||||||||||
Performance and Market Contingent Stock Options | Minimum | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Implied service period for recognition | 1 year 5 months 15 days | |||||||||||
Attaining valuation of certain amount | $ 1,000,000,000 | |||||||||||
Stock Options | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of shares authorized for issuance | 25,000 | |||||||||||
Number of retention awards granted | 189,333 | |||||||||||
Retention award grant date total fair value | $ 2,000,000 | |||||||||||
RSUs | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of shares authorized for issuance | 295,985 | |||||||||||
Number of retention awards granted | 46,332 | |||||||||||
Retention award grant date total fair value | $ 500,000 | |||||||||||
Stock Options, RSAs, RSUs and PSUs | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Stock-based compensation cost not yet amortized | $ 12,300,000 | |||||||||||
Weighted-average period for recognition | 2 years 10 months 24 days | |||||||||||
RSUs and RSAs | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Total grant-date fair value of stock vested | $ 600,000 | $ 3,100,000 | ||||||||||
2018 Incentive Award Plan | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Common stock, capital shares reserved for future issuance | 428,994 | |||||||||||
Vesting period, options | 4 years | |||||||||||
Common stock, shares authorized | 1,562,202 | |||||||||||
2018 Incentive Award Plan | Maximum | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Expiration period from the date of grant, options | 10 years | |||||||||||
2018 Incentive Award Plan | Minimum | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Exercise price as a percentage of estimated fair value of the shares on the date of grant | 100% | |||||||||||
2020 Employment Inducement Incentive Plan | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Common stock, capital shares reserved for future issuance | 110,000 | 150,000 | ||||||||||
Vesting period, options | 4 years | |||||||||||
Common stock, shares authorized | 246,000 | |||||||||||
2020 Employment Inducement Incentive Plan | New Chief Executive Officer | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of common stock shares granted | 110,000 | |||||||||||
2020 Employment Inducement Incentive Plan | Maximum | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Expiration period from the date of grant, options | 10 years | |||||||||||
2020 Employment Inducement Incentive Plan | Minimum | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Exercise price as a percentage of estimated fair value of the shares on the date of grant | 100% | |||||||||||
2020 Employment Inducement Incentive Plan | PSUs | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Weighted-average period for recognition | 4 years 3 months 18 days | |||||||||||
Grant date fair value | $ 700,000 | |||||||||||
Incremental fair value on modification date | $ 31,000 | |||||||||||
Unamortized value of original grant | $ 569,000 | |||||||||||
2020 Employment Inducement Incentive Plan | PSUs | New Chief Executive Officer | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of common stock shares granted | 15,000 | |||||||||||
2020 Employment Inducement Incentive Plan | PSUs | Tranche One | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of shares to vest upon attainment of certain conditions | 5,000 | 5,000 | ||||||||||
Volume-weighted average per Share closing trading price | $ 180 | $ 368.75 | ||||||||||
Trailing period | 30 days | 30 days | ||||||||||
Price per share to holders of company's common stock | $ 360 | |||||||||||
Market capitalization trigger | $ 2,500,000,000 | |||||||||||
2020 Employment Inducement Incentive Plan | PSUs | Tranche Two | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of shares to vest upon attainment of certain conditions | 10,000 | 10,000 | ||||||||||
Volume-weighted average per Share closing trading price | $ 180 | |||||||||||
Price per share to holders of company's common stock | $ 360 | $ 368.75 | ||||||||||
Market capitalization trigger | $ 2,500,000,000 | |||||||||||
2020 Employment Inducement Incentive Plan | PSUs | Maximum | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
New implied service period for recognition | 2 years 9 months 14 days | |||||||||||
2020 Employment Inducement Incentive Plan | PSUs | Minimum | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
New implied service period for recognition | 1 year 7 months 17 days | |||||||||||
2020 Employment Inducement Incentive Plan | Stock Options | New Chief Executive Officer | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of shares options granted to purchase an aggregate of common stock | 80,000 | |||||||||||
2020 Employment Inducement Incentive Plan | RSUs | New Chief Executive Officer | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of common stock shares granted | 12,000 | |||||||||||
2020 Employment Inducement Incentive Plan | RSAs | New Chief Executive Officer | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of common stock shares granted | 3,000 | |||||||||||
2013 Equity Incentive Plan | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting period, options | 4 years | |||||||||||
Exercise price | $ 3.42 | |||||||||||
Exercise price range, lower range limit | 3.95 | |||||||||||
Exercise price range, upper range limit | $ 8.47 | |||||||||||
2013 Equity Incentive Plan | Maximum | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Expiration period from the date of grant, options | 10 years | |||||||||||
2013 Equity Incentive Plan | Minimum | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Exercise price as a percentage of estimated fair value of the shares on the date of grant | 100% | |||||||||||
Exercise price as a percentage of estimated grant date fair value of shares for a 10% shareholder | 110% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shares Available for Grant | ||
Shares Available for Grant, Beginning Balance | 531,484 | |
Shares Available for Grant, Shares Added | 332,265 | |
Shares Available for Grant, Granted | (986,279) | |
Shares Available for Grant, Canceled | 191,368 | |
Shares Available for Grant, Ending Balance | 68,838 | 531,484 |
Outstanding Options | ||
Outstanding options, Beginning Balance | 866,589 | |
Outstanding options, Granted | 926,652 | |
Outstanding options, Canceled | (183,303) | |
Outstanding options, Ending Balance | 1,609,938 | 866,589 |
Outstanding options, Vested and exercisable at December 31, 2022 | 511,496 | |
Outstanding options. Vested and expected to vest at December 31, 2022 | 1,609,938 | |
Weighted-Average Exercise Price | ||
Weighted-Average Exercise Price, Beginning Balance | $ 60.46 | |
Weighted-Average Exercise Price, Options granted | 4.19 | |
Weighted-Average Exercise Price, Options canceled | 65.37 | |
Weighted-Average Exercise Price, Ending Balance | 27.51 | $ 60.46 |
Weighted-Average Exercise Price, Vested exercisable as of December 31, 2022 | 59.91 | |
Weighted-Average Exercise Price, Options vested and expected to vest as of December 31, 2022 | $ 27.51 | |
Weighted-Average Remaining Contract Term | ||
Balance, weighted average remaining contractual term (Year) | 8 years 3 months 18 days | 7 years 8 months 12 days |
Exercisable, weighted average remaining contractual term (Year) | 6 years | |
Options vested or expected to vest at end of period, weighted average remaining contractual term (Year) | 8 years 3 months 18 days | |
Aggregate Intrinsic Value | ||
aggregate intrinsic value, Ending Balance | $ 251 | |
Aggregate intrinsic value Vested and expected to vest at December 31, 2022 | $ 251 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Units, Performance Stock Units and Restricted Stock Awards Activity (Details) - RSU, RSA and PSU | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, Unvested at December 31, 2021 | shares | 199,024 |
Shares, Granted | shares | 59,627 |
Shares, Released | shares | (90,284) |
Shares, Canceled | shares | (22,034) |
Shares, Unvested at December 31, 2022 | shares | 146,333 |
Weighted Average Grant Date Fair Value, Unvested at December 31, 2021 | $ / shares | $ 39.23 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 8.77 |
Weighted Average Grant Date Fair Value, Released | $ / shares | 38.65 |
Weighted Average Grant Date Fair Value, Canceled | $ / shares | 35.99 |
Weighted Average Grant Date Fair Value, Unvested at December 31, 2022 | $ / shares | $ 27.66 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Valuation Assumption to Estimate Fair Value of Stock Options (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term of options (in years) | 5 years 6 months 18 days | 6 years | 6 years 1 month 6 days |
Expected stock price volatility, Minimum | 86.22% | 85.70% | 92.60% |
Expected stock price volatility, Maximum | 93.17% | 88.50% | 107.90% |
Risk-free interest rate, Minimum | 2.41% | 1.08% | 0.29% |
Risk-free interest rate, Maximum | 4.01% | 1.35% | 0.52% |
Expected dividend yield | 0% | 0% | 0% |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 9,379 | $ 11,553 | $ 13,813 |
Research and Development Expense | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 3,526 | 4,809 | 6,563 |
General and Administrative Expense | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 5,853 | $ 6,744 | $ 7,250 |
Net Loss per Common Share - Sch
Net Loss per Common Share - Schedule of Reconciliation of Numerators and Denominators Used In Computing Net Loss From Continuing Operations Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Numerator: | ||||
Net loss | $ (59,927) | $ (60,725) | $ (93,844) | |
Denominator: | ||||
Weighted average number of shares outstanding-basic | [1] | 9,494,421 | 5,581,587 | 5,086,489 |
Weighted average number of shares outstanding-diluted | [1] | 9,494,421 | 5,581,587 | 5,086,489 |
Net loss per share-basic | $ (6.31) | $ (10.88) | $ (18.45) | |
Net loss per share-diluted | $ (6.31) | $ (10.88) | $ (18.45) | |
[1] The Company effected a reverse stock split of its outstanding shares of common stock on October 19, 2022 where every ten shares of its common stock issued and outstanding was converted into one share of common stock. Any fractional post-split shares as a result of the reverse split were rounded up to the nearest whole post-split share. Shareholders of the Company previously authorized the Board of Directors to approve a reverse stock split at the annual meeting on October 18, 2022. All share amounts and per share amounts disclosed in this Annual Report on Form 10-K have been restated to reflect the reverse stock split on a retroactive basis in all periods presented. |
Net Loss per Common Share - Sum
Net Loss per Common Share - Summary of Potentially Dilutive Securities Excluded from Computation of Diluted Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of diluted net loss per share | 8,254,118 | 1,083,900 | 1,070,067 |
Options to Purchase Common Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of diluted net loss per share | 1,609,938 | 866,696 | 754,047 |
Outstanding warrants to purchase common stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of diluted net loss per share | 6,428,572 | ||
Early Exercised Common Stock Subject to Future Vesting | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of diluted net loss per share | 3,336 | 3,336 | 6,674 |
RSUs | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of diluted net loss per share | 146,333 | 199,094 | 283,208 |
PSUs | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of diluted net loss per share | 15,000 | ||
Shares Subject to the 2018 ESPP | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of diluted net loss per share | 65,939 | 14,774 | 11,138 |
Net Loss per Common Share - Add
Net Loss per Common Share - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 shares | |
Maximum | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Shares contingently issued | 3,390 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Details) - Defined Contribution Plan - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Percent of employer matching contribution of employees' salary | 4% | |||
Defined Contribution Plan, Sponsor Location [Extensible Enumeration] | us-gaap:DomesticPlanMember | |||
Matching contributions | $ 0.4 | $ 0.5 | $ 0.6 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rate of Provision for Income Taxes Differs From Federal Statutory Rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Taxes at the U.S. statutory income tax rate | 21% | 21% | 21% |
State tax, net of federal benefit | 6.80% | 4.40% | 0% |
Other | (0.60%) | (0.40%) | 1.80% |
Stock-based compensation | (4.90%) | (1.60%) | (1.60%) |
Research and development tax credits | 2.20% | 3.20% | 2.20% |
Rate change | 3.50% | 3.80% | 0.10% |
ASC 740-10 | (5.60%) | (4.20%) | 0% |
Change in valuation allowance | (22.40%) | (26.20%) | (23.50%) |
Total provision for income taxes | 0% | 0% | 0% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Federal and state operating loss carryforwards | $ 73,322 | $ 68,216 |
Research and development tax credits | 8,646 | 7,356 |
Stock-based compensation | 4,589 | 5,232 |
Accruals and other | 587 | 837 |
Intangibles | 5,329 | 3,581 |
Section 174 capitalization research expenses | 6,624 | 0 |
Charitable contributions | 12 | 266 |
Operating lease liabilities | 6,908 | 7,608 |
Total deferred tax assets | 106,017 | 93,096 |
Deferred tax liabilities: | ||
Operating lease right-of-use assets | (4,371) | (4,698) |
Fixed assets | (1,299) | (1,500) |
Total deferred tax liabilities | (5,670) | (6,198) |
Valuation allowance | (100,347) | (86,898) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Increase in the valuation allowance | $ 13,400,000 | $ 15,900,000 |
Unrecognized tax benefits that would impact effective tax rate | 0 | 0 |
Liability recorded for potential interest or penalties | $ 0 | $ 0 |
Income Taxes - Summary of Net O
Income Taxes - Summary of Net Operating Losses and Tax Credit Carryforwards (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Federal | Post December 31, 2017 | |
Income Taxes [Line Items] | |
Net operating losses | $ 284,490 |
Operating losses carryforwards expiration years | Do Not Expire |
Federal | Pre January 1, 2018 | |
Income Taxes [Line Items] | |
Net operating losses | $ 64,136 |
Federal | Pre January 1, 2018 | Maximum | |
Income Taxes [Line Items] | |
Operating losses carryforwards expiration years | 2037 |
Federal | Pre January 1, 2018 | Minimum | |
Income Taxes [Line Items] | |
Operating losses carryforwards expiration years | 2029 |
Federal | Research and Development Tax Credits | |
Income Taxes [Line Items] | |
Research and development tax credits | $ 8,047 |
Federal | Research and Development Tax Credits | Maximum | |
Income Taxes [Line Items] | |
Research and development tax credits carryforwards expiration years | 2042 |
Federal | Research and Development Tax Credits | Minimum | |
Income Taxes [Line Items] | |
Research and development tax credits carryforwards expiration years | 2034 |
State | |
Income Taxes [Line Items] | |
Net operating losses | $ 141,720 |
State | Maximum | |
Income Taxes [Line Items] | |
Operating losses carryforwards expiration years | 2042 |
State | Minimum | |
Income Taxes [Line Items] | |
Operating losses carryforwards expiration years | 2034 |
California | Research and Development Tax Credits | |
Income Taxes [Line Items] | |
Research and development tax credits | $ 6,747 |
Research and development tax credits carryforwards expiration years | Indefinite |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Gross unrecognized tax benefits at January 1 | $ 13,221 | $ 7,142 | $ 9,762 |
Additions for tax positions taken in the current year | 4,395 | 3,457 | 255 |
Reductions for tax positions taken in the prior year | 2,622 | ||
Reductions for tax positions taken in the prior year | (11) | (2,875) | |
Gross unrecognized tax benefits at December 31 | $ 17,605 | $ 13,221 | $ 7,142 |