Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 24, 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 | ||
Trading Symbol | CALA | ||
Entity Registrant Name | CALITHERA BIOSCIENCES, INC. | ||
Entity Central Index Key | 0001496671 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | true | ||
Entity File Number | 001-36644 | ||
Entity Tax Identification Number | 27-2366329 | ||
Entity Address, Address Line One | 343 Oyster Point Blvd. | ||
Entity Address, Address Line Two | Suite 200 | ||
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 | 870-1000 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Filer Category | Non-accelerated Filer | ||
Title of 12(b) Security | Common Stock, Par Value $0.0001 Per Share | ||
Security Exchange Name | NASDAQ | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Common Stock, Shares Outstanding | 4,872,497 | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Interactive Data Current | Yes | ||
Entity Public Float | $ 11.5 | ||
Documents Incorporated by Reference | None. | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | San Mateo, California | ||
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 25,451 | $ 59,537 |
Prepaid expenses and other current assets | 1,173 | 1,915 |
Total current assets | 26,624 | 61,452 |
Restricted cash | 270 | 270 |
Property and equipment, net | 434 | 556 |
Operating lease right-of-use asset | 1,348 | 2,478 |
Total assets | 28,676 | 64,756 |
Current liabilities: | ||
Accounts payable | 732 | 3,650 |
Accrued and other liabilities | 6,658 | 10,356 |
Total current liabilities | 7,390 | 14,006 |
Noncurrent operating lease liability | 136 | 1,666 |
Warrant liabilities | 758 | |
Total liabilities | 8,284 | 15,672 |
Commitments and contingencies | ||
Convertible preferred stock; $0.0001 par value; 10,000 shares authorized as of December 31, 2022 and 2021; 0 and 1,000 shares issued and outstanding as of December 31, 2022 and 2021, respectively; $35,000 liquidation preference as of December 31, 2022 and 2021 (Note 6) | 40,702 | |
Stockholders’ equity: | ||
Convertible preferred stock; $0.0001 par value; 10,000 shares authorized as of December 31, 2022 and 2021; 1,000 and 0 shares issued and outstanding as of December 31, 2022 and 2021, respectively; $35,000 liquidation preference as of December 31, 2022 and 2021 (Note 6) | 22,342 | |
Common stock, $0.0001 par value, 200,000 shares authorized as of December 31, 2022 and 2021, 4,868 and 3,857 shares issued and outstanding as of December 31, 2022 and 2021, respectively | ||
Additional paid-in capital | 510,666 | 499,708 |
Accumulated deficit | (512,616) | (491,326) |
Total stockholders’ equity | 20,392 | 8,382 |
Total liabilities, convertible preferred stock and stockholders' equity | $ 28,676 | $ 64,756 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 10,000,000 | 10,000,000 |
Temporary equity, shares issued | 0 | 1,000,000 |
Temporary equity, shares outstanding | 0 | 1,000,000 |
Temporary equity, liquidation preference | $ 35,000 | $ 35,000 |
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Convertible preferred stock, shares issued | 1,000,000 | 0 |
Convertible preferred stock, shares outstanding | 1,000,000 | 0 |
Convertible preferred stock, liquidation preference | $ 35,000 | $ 35,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 4,868,000 | 3,857,000 |
Common stock, shares outstanding | 4,868,000 | 3,857,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||
Total revenue | $ 9,750 | ||
Type of Revenue [Extensible List] | us-gaap:LicenseMember | us-gaap:LicenseMember | us-gaap:LicenseMember |
Operating expenses: | |||
Research and development | $ 28,533 | $ 53,455 | $ 71,015 |
Research and development related to asset acquisition | 50,875 | ||
General and administrative | 13,541 | 20,853 | 20,372 |
Total operating expenses | 42,074 | 125,183 | 91,387 |
Loss from operations | (42,074) | (115,433) | (91,387) |
Other income (expense): | |||
Transaction costs allocable to warrant liabilities | (475) | ||
Change in fair value of warrant liabilities | 2,422 | ||
Interest and other income, net | 477 | 345 | 1,250 |
Other income (expense), net | 2,424 | 345 | 1,250 |
Net loss | (39,650) | (115,088) | (90,137) |
Deemed contribution from Series A preferred stock extinguishment | 18,360 | ||
Net loss attributable to common stockholders - basic | $ (21,290) | $ (115,088) | $ (90,137) |
Net loss per share attributable to common stockholders - basic | $ (4.60) | $ (31.16) | $ (26.20) |
Net loss per share attributable to common stockholders - diluted | $ (7.94) | $ (31.16) | $ (26.20) |
Weighted average common shares used to compute net loss per share attributable to common stockholders - basic | 4,633 | 3,693 | 3,441 |
Weighted average common shares used to compute net loss per share attributable to common stockholders - diluted | 4,992 | 3,693 | 3,441 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated Statements of Comprehensive Loss [Abstract] | |||
Net loss | $ (39,650) | $ (115,088) | $ (90,137) |
Other comprehensive loss: | |||
Net unrealized loss on available-for-sale securities | (3) | (39) | |
Total comprehensive loss | $ (39,650) | $ (115,091) | $ (90,176) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Convertible Preferred Stock | Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Public Offering | Public Offering Common Stock | Public Offering Additional Paid-In Capital | At-the-Market Offering | At-the-Market Offering Common Stock | At-the-Market Offering Additional Paid-In Capital |
Balance at Dec. 31, 2019 | $ 142,426 | $ 428,485 | $ (286,101) | $ 42 | |||||||||
Balance, shares at Dec. 31, 2019 | 3,175 | ||||||||||||
Issuance of common stock | $ 33,464 | $ 33,464 | $ 7,397 | $ 7,397 | |||||||||
Issuance of common stock, shares | 288 | 58 | |||||||||||
Issuance of common stock pursuant to equity incentive plans | 1,200 | 1,200 | |||||||||||
Issuance of common stock pursuant to equity incentive plans, shares | 13 | ||||||||||||
Stock-based compensation expense | 8,060 | 8,060 | |||||||||||
Net loss | (90,137) | (90,137) | |||||||||||
Unrealized loss on available-for-sale securities | (39) | (39) | |||||||||||
Balance at Dec. 31, 2020 | 102,371 | 478,606 | (376,238) | 3 | |||||||||
Balance, shares at Dec. 31, 2020 | 3,534 | ||||||||||||
Issuance of Series A convertible preferred stock, net of issuance costs of $173 | $ 40,702 | ||||||||||||
Issuance of Series A convertible preferred stock, net of issuance costs of $173, shares | 1,000 | ||||||||||||
Issuance of common stock | 10,661 | 10,661 | |||||||||||
Issuance of common stock, shares | 262 | ||||||||||||
Issuance of common stock pursuant to equity incentive plans | 177 | 177 | |||||||||||
Issuance of common stock pursuant to equity incentive plans, shares | 61 | ||||||||||||
Stock-based compensation expense | 10,264 | 10,264 | |||||||||||
Net loss | (115,088) | (115,088) | |||||||||||
Unrealized loss on available-for-sale securities | (3) | $ (3) | |||||||||||
Balance at Dec. 31, 2021 | 8,382 | 499,708 | (491,326) | ||||||||||
Balance, shares at Dec. 31, 2021 | 3,857 | ||||||||||||
Temporary equity, Balance at Dec. 31, 2021 | $ 40,702 | $ 40,702 | |||||||||||
Temporary equity, Balance, shares at Dec. 31, 2021 | 1,000 | 1,000 | |||||||||||
Reclassification of convertible preferred stock to stockholders' equity (Note 6) | $ 40,702 | $ (40,702) | $ 40,702 | ||||||||||
Reclassification of convertible preferred stock to stockholders' equity (Note 6),shares | (1,000) | 1,000 | |||||||||||
Deemed contribution from Series A preferred stock extinguishment (Note 6) | 18,360 | $ (18,360) | 18,360 | ||||||||||
Issuance of common stock | $ 5,775 | $ 5,775 | $ 1,137 | $ 1,137 | |||||||||
Issuance of common stock, shares | 926 | 62 | |||||||||||
Issuance of common stock pursuant to equity incentive plans | 16 | 16 | |||||||||||
Issuance of common stock pursuant to equity incentive plans, shares | 23 | ||||||||||||
Stock-based compensation expense | 4,030 | 4,030 | |||||||||||
Net loss | (39,650) | (39,650) | |||||||||||
Balance at Dec. 31, 2022 | $ 20,392 | $ 22,342 | $ 510,666 | $ (512,616) | |||||||||
Balance, shares at Dec. 31, 2022 | 1,000 | 4,868 | |||||||||||
Temporary equity, Balance, shares at Dec. 31, 2022 | 0 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Series A Convertible Preferred Stock | |
Temporary equity stock issuance costs | $ 173 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows Used in Operating Activities | |||
Net loss | $ (39,650) | $ (115,088) | $ (90,137) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 255 | 280 | 364 |
Accretion (amortization) of premiums and discounts on investments | 2 | (142) | |
Stock-based compensation | 4,030 | 10,264 | 8,060 |
Gain on remeasurement of the lease liability | (362) | ||
Change in fair value of warrant liabilities | (2,422) | ||
Transaction costs allocable to warrant liabilities | 475 | ||
Non-cash lease expense | 1,130 | 1,134 | 1,506 |
Series A convertible preferred stock issued for research and development related to asset acquisition | 40,875 | ||
Changes in operating assets and liabilities: | |||
Receivables from collaborations | 1,541 | (1,059) | |
Prepaid expenses and other current assets | 742 | 96 | (58) |
Other assets | 280 | ||
Accounts payable | (2,918) | 1,656 | (58) |
Accrued liabilities | (3,876) | (5,523) | (1,590) |
Lease liability | (1,374) | (1,175) | (1,478) |
Net cash used in operating activities | (43,608) | (66,300) | (84,312) |
Cash Flows Provided by (Used in) Investing Activities | |||
Purchases of investments | (57,059) | ||
Proceeds from the sale and maturity of investments | 8,000 | 146,080 | |
Purchase of property and equipment | (133) | (147) | (61) |
Net cash provided by (used in) investing activities | (133) | 7,853 | 88,960 |
Cash Flows Provided by Financing Activities | |||
Proceeds from issuance of common stock upon public offering, net | 8,502 | 33,464 | |
Proceeds from issuance of common stock through at-the-market offerings, net | 1,137 | 10,664 | 7,397 |
Issuance costs related to the issuance of convertible preferred stock | (173) | ||
Proceeds from stock option exercises and employee stock plan purchases | 16 | 177 | 1,200 |
Net cash provided by financing activities | 9,655 | 10,668 | 42,061 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (34,086) | (47,779) | 46,709 |
Cash, cash equivalents, and restricted cash at beginning of period | 59,807 | 107,586 | 60,877 |
Cash, cash equivalents, and restricted cash at end of period | $ 25,721 | $ 59,807 | $ 107,586 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Organization Calithera Biosciences, Inc., or the Company, was incorporated in the State of Delaware on March 9, 2010 . Until recently, the Company was a fully-integrated, clinical stage precision oncology biopharmaceutical company. On January 9, 2023, the Company announced, after extensive consideration of potential strategic alternatives, the Company’s Board of Directors unanimously approved the dissolution and liquidation of the Company pursuant to a plan of complete liquidation and dissolution, or the Plan of Dissolution, subject to stockholder approval. In connection with the Plan of Dissolution, the Company began discontinuing all clinical programs and commenced reducing its workforce, which includes the planned termination of most employees by the end of the first quarter, and began the wind-up of its operations. The Company is seeking to sell all of its clinical assets and programs. The Plan of Dissolution has not been brought to a vote of or approved by the Company’s stockholders. The Company’s principal operations are based in South San Francisco, California, and it operates in one segment . Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Calithera Biosciences UK Limited and Calithera Biosciences Ireland Limited. All significant intercompany accounts and transactions have been eliminated from the consolidated financial statements. The Company's Ability to Continue as a Going Concern As of Dece mber 31, 2022, the Company had cash and cash equivalents of $ 25.5 million. The Company has incurred losses since inception and to date has financed its operations primarily through the sale of shares of its capital stock and payments from the Company’s collaboration and licensing agreements. As of December 31, 2022, the Company had an accumulated deficit of $ 512.6 million. During the year ended December 31, 2022, the Company incurred a loss from continuing operations of $ 39.7 million and used $ 43.6 million of cash in operations. The Company expects to continue to generate operating losses and negative operating cash flows for the foreseeable future, including through the execution of the Plan of Dissolution if approved by the Company’s stockholders. In accordance with Accounting Standards Codification, or ASC, 205-40, Going Concern , the Company evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that these consolidated financial statements are issued on March 30, 2023. The Company has determined that its cash and cash equivalents as of December 31, 2022 would be insufficient to fund its operations for a period of at least twelve months from the date of these financial statements which raises substantial doubt regarding the Company’s ability to continue as a going concern. As of December 31, 2022, the Company, including its Board of Directors, continued to evaluate potential strategic alternatives to fund and develop the Company’s programs. On January 9, 2023, the Company announced that the Company’s Board of Directors unanimously approved the Plan of Dissolution. As the Company continued to evaluate potential strategic alternatives as of December 31, 2022 and as the Plan of Dissolution was not approved by the Company’s Board of Directors as of December 31, 2022 and has not yet been brought to a vote of or approved by the Company’s stockholders, the Company concluded that the liquidation basis of accounting should not be applied as of the balance sheet date. Accordingly, the accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. Certain Effects of the Reverse Stock Split The Company's stockholders approved a reverse stock split of the Company's common stock on June 1, 2022, which became effective on June 14, 2022, or the Reverse Stock Split. On that date, every 20 issued and outstanding shares of the Company's common stock automatically converted into one outstanding share of common stock. As a result of the Reverse Stock Split, the number of the outstanding shares of common stock decreased from 97,300,826 (pre-split) shares to 4,865,036 (post-split) shares. In addition, by reducing the number of outstanding shares, the Company's loss per share in all prior periods increased by a factor of 20. The Reverse Stock Split affected all shares of common stock outstanding immediately prior to the effective time of the Reverse Stock Split, as well as the number of shares of common stock available for issuance under the Company's equity incentive plans and employee stock purchase plan. In addition, the Reverse Stock Split effected a reduction in the number of shares of common stock issuable upon the conversion of shares of Series A convertible preferred stock, or the Series A preferred stock, and upon the exercise of the stock options and warrants outstanding immediately prior to the effectiveness of the Reverse Stock Split. The reverse stock split affected all holders of common stock uniformly, and did not affect any stockholder's percentage of ownership interest. The par value of the Company's common stock remained unchanged at $ 0.0001 per share and the number of authorized shares of common stock remained the same after the Reverse Stock Split. As the par value per share of the Company's common stock remained unchanged at $ 0.0001 per share, the change in the common stock recorded at par value has been reclassified to additional paid-in-capital on a retroactive basis. All references to shares of common stock and per share data for all periods presented in the accompanying financial statements and notes thereto have been adjusted to reflect the reverse stock split on a retroactive basis. |
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 Use of Estimates The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, including those related to clinical trial accrued liabilities, revenue recognition, fair value of marketable securities, income taxes, and stock-based compensation. Management bases its estimates on historical experience and on various other market specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Cash equivalents, which consist primarily of amounts invested in money market accounts, are stated at fair value. Investments All investments have been classified as “available-for-sale” and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. Management determines the appropriate classification of its investments at the time of purchase and reevaluates such designation as of each balance sheet date. As of each balance sheet date, the Company classifies available-for-sale securities with remaining contractual maturities of more than one year as long-term investments, and those with remaining contractual maturities of one year or less as short-term investments. Unrealized gains and losses are excluded from earnings and are reported as a component of comprehensive loss. Realized gains and losses and declines in fair value judged to be other than temporary, if any, on available-for-sale securities are included in interest and other income, net. The cost of securities sold is based on the specific-identification method. Interest on marketable securities is included in interest and other income, net. Restricted Cash Restricted cash consists of money market funds held by the Company’s financial institution as collateral for the Company’s obligations under its facility lease for the Company’s corporate headquarters in South San Francisco, California. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, investments and restricted cash. The Company invests in a variety of financial instruments and, by its policy, limits these financial instruments to high credit quality securities issued by the U.S. government, U.S. government-sponsored agencies and highly rated banks and corporations, subject to certain concentration limits. The Company’s cash, cash equivalents, investments and restricted cash are held by financial institutions in the United States that management believes are of high credit quality. Amounts on deposit may at times exceed federally insured limits. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Depreciation begins at the time the asset is placed in service. Maintenance and repairs are charged to operations as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation is removed from the balance sheet and the resulting gain or loss is reflected in operations. The useful lives of property and equipment are as follows: Research and development equipment 5 years Furniture and office equipment 5 years Computer equipment 3 years Software 3 years Leasehold improvements Shorter of remaining lease term or estimated useful life Impairment of Long-Lived Assets The Company evaluates its long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. The Company has not recorded impairment of any long-lived assets during any of the periods presented. Warrant Liabilities The Company accounts for its warrants for the issuance of common stock in accordance with ASC 480, Distinguishing Liabilities from Equity (Topic 480), or ASC 480. Because the warrants do not meet the criteria for equity classification, the warrants are recorded as liabilities in the accompanying consolidated balance sheet and are measured at fair value with gains or losses recognized in the consolidated statement of operations. The Company will continue to adjust the liabilities for changes in fair value until the earlier of the exercise or expiration of the warrants. The Company classifies warrant liabilities with contractual terms remaining of more than one year as long-term liabilities and those with contractual terms remaining of one year or less as current liabilities. Revenue Recognition The Company records revenue in accordance with Accounting Standards Codification, or ASC No. 2014-09, Revenue from Contracts with Customers (Topic 606), or ASC 606. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company has a collaboration and license agreement with Incyte Corporation, or the Incyte Collaboration Agreement, and a license agreement with Antengene Corporation, Ltd., or the Antengene License Agreement, that are within the scope of ASC 606, under which the Company licenses certain rights to its product candidates. The terms of these arrangements include payment to the Company of non-refundable, upfront license fees, and potential development, regulatory and sales milestones, and sales royalties. Each of these payments results in collaboration or license revenue, except for revenues from royalties on net sales of licensed products, which would be classified as royalty revenues. On September 23, 2022, Incyte notified the Company of its intent to terminate for convenience the Incyte Collaboration Agreement, effective on December 28, 2022. No material early termination penalties were payable by either party. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under its agreement, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. As part of the accounting for these arrangements, the Company must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the contract. Licenses of Intellectual Property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promised goods or services, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, upfront fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone Payments: At the inception of each arrangement that includes development, regulatory or commercial milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received or the underlying activity has been completed. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenue in the period of adjustment. Royalties: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty that has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its licensing arrangements. Contract Balances Upfront payments and fees are recorded as deferred revenue upon receipt or when due, and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less. The Company had no contract assets or contract liabilities during the years ended December 31, 2 0 22, 2021 and 2020. For the years ended December 31, 2022, 2021 and 2020, the Company did no t recognize any revenue from performance obligations satisfied in previous periods. Awards The Company assesses at the inception of award agreements whether the agreement is a liability. If the Company is obligated to repay funds received regardless of the outcome of the related research and development activities, then the Company is required to estimate and recognize a liability for this obligation. Alternatively, if the Company is not required to repay the funds, then payments received are recorded as contra research and development expense in the consolidated statement of operations as expenses are incurred. If payment criteria has been met and allowable expenses have been incurred, but not received at the balance sheet date, the amount of the receivable is included in receivables from collaborations in the consolidated balance sheet . Accrued Research and Development Costs The Company records accrued liabilities for estimated costs of research and development activities conducted by third-party service providers, which include the conduct of preclinical and clinical studies, and contract manufacturing activities. The Company records the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced, and includes these costs in accrued and other liabilities in the consolidated balance sheets and within research and development expense in the consolidated statements of operations. These costs are a significant component of the Company’s research and development expenses. The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with agreements established with its third-party service providers under the service agreements. The Company makes significant judgments and estimates in determining the accrued liabilities balance in each reporting period. As actual costs become known, the Company adjusts its accrued liabilities. The Company has not experienced any material differences between accrued costs and actual costs incurred, including as a result of the close out of its clinical activities related to the Plan of Dissolution. Research and Development Costs Research and development costs are expensed as incurred and consist of salaries and benefits, stock-based compensation expense, laboratory supplies, manufacturing costs, and allocated facility costs, as well as fees paid to third parties that conduct certain research and development activities on the Company’s behalf. Costs associated with development activities performed under the collaboration agreements and awards are included in research and development expenses, with any reimbursement of costs reflected as a reduction of such expenses. Nonrefundable advance payments for goods or services to be rendered in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed. Acquisitions The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transactions should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen test is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the requirements of a business in which case the transaction is accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date, and that the fair value of acquired intangibles be recorded on the balance sheet. If the transaction is accounted for under the acquisition method of accounting, the Company expenses the transaction costs as incurred, and any excess of the purchase price over the assigned fair value of the net assets acquired is recorded as goodwill. In connection with acquisitions, contingent consideration can be earned by the sellers upon completion of certain future performance milestones. In these cases, a liability is recorded on the acquisition date, as a component of accrued liabilities and/or other long-term liabilities, for an estimate of the acquisition date fair value of the contingent consideration. The Company accounts for an asset acquisition under ASC, Business Combinations Topic 805 , which requires the acquiring entity in an asset acquisition to recognize net assets based on the cost to the acquiring entity on a relative fair value basis, which includes transaction costs in addition to consideration paid. Goodwill is not recognized in an asset acquisition, and excess consideration transferred over the fair value of the net assets acquired is allocated to the non-monetary identifiable assets based on relative fair values. Acquired in-process research and development expense, or IPR&D, is expensed on the acquisition date if there is no alternative future use. Contingent consideration payments in asset acquisitions are recognized when the contingency is resolved and the consideration is paid or becomes payable (unless the contingent consideration meets the definition of a derivative, in which case the amount becomes part of the basis in the asset acquired). Upon recognition of the contingent consideration payment, the amount is included in the cost of the acquired asset or group of assets. Leases The Company accounts for its leases under ASC No. 2016-02, Leases (Topic 842), or ASC 842. Operating lease right-of-use, or ROU, assets and lease liabilities are recognized at commencement and are recorded for leases with durations greater than 12 months. ROU assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company estimates an incremental borrowing rate based on the information available at commencement date, in determining the present value of lease payments. The operating lease ROU asset also includes lease incentives. Lease expense is recognized on a straight-line basis over the lease term. The Company elected to not separate lease components and non-lease components for its long-term facility lease. Variable lease payments include lease operating expenses . Stock-Based Compensation The Company maintains various stock incentive plans under which stock options and restricted stock awards are granted to employees, non-employee directors of the board, and non-employees. The Company also has an employee stock purchase plan for all eligible employees. Stock options and stock purchased under the employee stock purchase plan, are recorded at fair value as of the grant date using the Black-Scholes option-pricing model. Restricted stock awards are measured at grant date fair value, at the market price of the Company’s common stock on the grant date. The Company has elected to account for forfeitures as they occur. The Company records stock-based compensation expense related to the service-based instruments ratably over the employee, director, or non-employees’ respective requisite service period (generally the vesting period). For performance-based stock awards with vesting conditioned on the achievement of certain strategic milestones, stock-based compensation expense is recognized over the period from the date the performance condition is determined to be probable of occurring through the date the applicable condition is expected to be met. If the performance condition is not considered probable of being achieved, no stock-based compensation expense is recognized until such time as the performance condition is considered probable of being met, if at all. If the assessment of the probability of the performance condition being met changes, the impact of the change in estimate would be recognized in the period of the change. Offering Costs Associated with Public Offering and Accompanying Warrants Offering costs incurred in connection with the April 1, 2022 public offering and the issuance of accompanying warrants of approximately $ 1.5 million, consisted principally of underwriter discounts, commissions and offering costs. These expenses were allocated to the common stock and the warrants based on the allocated proceeds in the amount equal to their respective fair values as of the initial measurement date. Income Taxes The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Since realization of the Company’s deferred tax assets is dependent upon the Company generating future taxable income, the timing and amount of which are uncertain, the net deferred tax assets have been fully offset by a valuation allowance. The Company recognizes benefits of uncertain tax positions if it is more likely than not that such positions will be sustained upon examination based solely on their technical merits, as the largest amount of benefit that is more likely than not to be realized upon the ultimate settlement. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. Net Loss per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period without consideration of common stock equivalents. Diluted net loss per share attributable to common stockholders is computed by dividing net loss by the weighted-average number of common equivalent shares outstanding for the period. Diluted net loss per share includes any dilutive impact from outstanding stock options, stock awards, and warrants using the treasury stock method and the dilutive impact of the Series A preferred stock using the if-converted method. The Ser ies A preferred stock is considered a participating security as the holders may receive dividends with common stock, when and if declared for common stock, on an as-if-converted basis. The Company has applied the two-class method to consider the impact of the Series A preferred shares on the calculation of basic and diluted earnings per share. Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, or ASU 2016-13 . The updated accounting guidance requires changes to the recognition of credit losses on financial instruments not accounted for at fair value through net income. In May 2019, the FASB issued ASU No. 2019-05, Targeted Transition Relief , which provides transition guidance to entities that elect the fair value option for eligible instruments. In November 2019, the FASB issued ASU 2019-10 which extends the effective date of the standards for smaller reporting companies to interim and annual periods beginning after December 15, 2022. These standards require using a modified retrospective approach with the cumulative effect recognized as an adjustment to retained earnings. A prospective transition approach is required for debt securities that have recognized an other-than-temporary impairment prior to the effective date. For the Company’s financial instruments, the Company is required to use a forward-looking “expected” credit loss model instead of an “incurred” credit loss model, which will generally result in earlier recognition of allowances for credit losses. The Company adopted this standard effective January 1, 2023 and there was no impact on its consolidated financial statements and disclosures. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements Fair value accounting is applied for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). Financial instruments include cash and cash equivalents, short-term investments, receivables from collaborations, accounts payable, accrued liabilities and the current portion of deferred revenue that approximate fair value due to their relatively short maturities. Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The authoritative guidance on fair value measurements establishes a three tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1 —Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 —Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 —Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Where quoted prices are available in an active market, securities are classified as Level 1. The Company classifies money market funds as Level 1. When quoted market prices are not available for the specific security, then the Company estimates fair value by using quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs obtained from various third party data providers, including but not limited to, benchmark yields, interest rate curves, reported trades, broker/dealer quotes and market reference data. The Company classifies its corporate notes and commercial paper, U.S. treasury securities, and U.S. government agency securities as Level 2. Level 2 inputs for the valuations are limited to quoted prices for similar assets or liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability. There were no transfers between Level 1 and Level 2 during the periods presented. The following table sets forth the fair value of the Company’s financial assets and liabilities, allocated into Level 1, Level 2 and Level 3, that was measured on a recurring basis (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Financial Assets: Money market funds $ 25,092 $ — $ — $ 25,092 Total financial assets $ 25,092 $ — $ — $ 25,092 Financial Liabilities: Short-term warrants $ — $ — $ 22 $ 22 Long-term warrants — — 758 758 Total financial liabilities $ — $ — $ 780 $ 780 December 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets: Money market funds $ 56,337 $ — $ — $ 56,337 Total financial assets $ 56,337 $ — $ — $ 56,337 Fair Value Measurement of the Warrant Liabilities On April 1, 2022, the Company closed an underwritten public offering of 925,925 shares of common stock and accompanying warrants at a combined offering price of $ 10.80 per share, for $ 10 million in gross proceeds. The common stock was accompanied by warrants to purchase 925,925 shares of common stock at an exercise price of $ 10.80 per share, which are immediately exercisable and will expire 18 months from the date of issuance, or short-term warrants, and warrants to purchase 925,925 shares of common stock at an exercise price of $ 10.80 per share, which are immediately exercisable and will expire 5 years from the date of issuance, or long-term warrants. The Company estimated the fair value for the warrants using a Black-Scholes model. The warrants are classified as Level 3 due to the use of unobservable inputs. The key inputs into the Black-Scholes model for the warrants were as follows: Fair Value Inputs for the Warrants April 1, 2022 Input (Initial Measurement) December 31, 2022 Short-term warrants: Risk-free interest rate 2.07 % 4.69 % Term in years 1.5 years 0.75 years Expected volatility 48.3 % 65.0 % Exercise price per share of common stock $ 10.80 $ 10.80 Stock price $ 7.34 $ 3.26 Long-term warrants: Risk-free interest rate 2.53 % 4.03 % Term in years 5 years 4.25 years Expected volatility 48.3 % 65.0 % Exercise price per share of common stock $ 10.80 $ 10.80 Stock price $ 7.34 $ 3.26 The expected volatility as of April 1, 2022 was derived using a blended volatility rate incorporating a calibrated volatility as of April 1, 2022 based on the gross proceeds at the time of issuance of the common stock and the accompanying warrants and volatilities based on comparable companies. The expected volatility as of December 31, 2022 was derived using a blended volatility rate incorporating the calibrated volatility as of April 1, 2022 based on the gross proceeds at the time of issuance of the common stock and the accompanying warrants, considering changes in Company specific historic volatility since issuance, and volatilities based on comparable companies' volatilities since issuance. The estimated probability and timing of a fundamental transaction were also evaluated at each measurement date to estimate the term and fair value of the long-term warrants. The value is calculated as a weighted-average of the scenarios in which a fundamental transaction does and does not occur, such that under the fundamental transaction scenario, the Black-Scholes value is calculated using the greater of 100 % and the trailing 100-day volatility. The following table presents the changes in the fair value of the Level 3 warrant liabilities (in thousands): Short-Term Long-Term Warrants Warrants Total Initial fair value measurement on April 1, 2022 $ 793 $ 2,409 $ 3,202 Change in valuation ( 771 ) ( 1,651 ) ( 2,422 ) Fair value as of December 31, 2022 $ 22 $ 758 $ 780 |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | 4. Balance Sheet Components Financial Instruments Cash equivalents, all of which are classified as available-for-sale securities, and restricted cash consisted of the following (in thousands): December 31, 2022 December 31, 2021 Cost Unrealized Gain Unrealized (Loss) Estimated Fair Value Cost Unrealized Gain Unrealized (Loss) Estimated Fair Value Money market funds $ 25,092 $ — $ — $ 25,092 $ 56,337 $ — $ — $ 56,337 $ 25,092 $ — $ — $ 25,092 $ 56,337 $ — $ — $ 56,337 Classified as: Cash equivalents $ 24,822 $ 56,067 Restricted cash 270 270 Total cash equivalents and $ 25,092 $ 56,337 There have been no significant realized gains or losses on available-for-sale securities for the periods presented. As of December 31, 2022, there were no unrealized losses on cash equivalents. As of December 31, 2022, the Company had a total of $ 25.7 million in cash, cash equivalents and restricted cash, which included $ 0.6 million in cash and $ 25.1 million in cash equivalents and restricted cash. Property and Equipment, Net Property and equipment, net consist of the following (in thousands): December 31, 2022 2021 Research and development equipment $ 2,015 $ 1,882 Furniture and office equipment 167 167 Computer equipment 471 487 Software 80 80 Leasehold improvements 1,234 1,234 Total property and equipment 3,967 3,850 Less: accumulated depreciation ( 3,533 ) ( 3,294 ) Property and equipment, net $ 434 $ 556 Property and equipment depreciation expense for the years ended December 31, 2022, 2021, and 2020 was $ 0.3 million, $ 0.3 million, and $ 0.4 million, respectively. Accrued and Other Liabilities Accrued and other liabilities consist of the following (in thousands): December 31, 2022 2021 Accrued clinical and manufacturing expenses $ 2,315 $ 5,086 Accrued payroll and related expenses 1,794 3,283 Current portion of lease liability 1,530 1,374 Accrued preclinical research expenses 486 413 Accrued professional and consulting expenses 340 155 Other 193 45 Total accrued and other liabilities $ 6,658 $ 10,356 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5. Commitments and Contingencies Facilities Lease The Company has a non-cancelable facility lease agreement, or the Lease, for office and laboratory facilities in South San Francisco, California, with a remaining lease term of 1.1 years, through January 2024, and a two-year renewal option prior to expiration. The renewal option to extend the Lease was not considered in the determination of the right-of-use asset or the lease liability for the Lease as the Company did not consider it reasonably certain that it would exercise any such option. The Lease has rent escalation clauses through the lease term and provided for tenant improvement allowances up to $ 499,900 , which were fully utilized by December 2017 and included in the calculation of the lease liability. The Lease provides that the Company is obligated to pay certain variable costs, including taxes and operating expenses. The Lease is classified as an operating lease. In addition, the Company had a non-cancelable sublease agreement for a portion of its facilities through February 2020. The sublease agreement provided that the subtenant was obligated to pay its share of the variable costs under the Lease. Through March 7, 2021, the Company measured the present value of its lease liability using an estimated incremental borrowing rate of 9 %. On March 8, 2021, the Company amended its lease to reduce its rentable area from approximately 54,000 square feet to approximately 34,000 square feet. The related reduction in rent was effective January 1, 2021. In connection with the amendment, the Company also reduced its existing letter of credit from $ 440,000 to $ 270,000 as a security deposit to the lease. Subsequent to the amendment, which was determined to be a modification of the lease, the Company remeasured the present value of its lease liability using an estimated incremental borrowing rate of 7.5 %. The Company recognized a gain of $ 0.4 million, which is included in interest and other income, net in its consolidated statement of operations for the year ended December 31, 2021, which represents the difference between the reduced lease liability and the reduction in the operating lease right of use asset. The components of net operating lease costs included in the consolidated statement of operations for the year December 31, 2022, 2021 and 2020, were as follows (in thousands): Year Ended December 31, Operating Lease Costs: 2022 2021 2020 Straight-line rent expense related to $ 1,302 $ 1,461 $ 2,177 Variable rent expense related to 1,125 1,012 1,509 Sublease income — — ( 187 ) Variable sublease income — — ( 93 ) Net operating lease costs $ 2,427 $ 2,473 $ 3,406 Cash paid for amounts included in the measurement of the lease liabilities for the year ended December 31, 2022, 2021 and 2020, was $ 1.5 million, $ 1.5 million and $ 2.1 million, respectively, and was included in net cash used in operating activities in the Company’s consolidated statements of cash flows. Supplemental balance sheet information related to the Company’s operating lease were as follows (in thousands): December 31, Operating Lease Liability: 2022 2021 Current portion included in accrued and other liabilities $ 1,530 $ 1,374 Noncurrent operating lease liability 136 1,666 Total operating lease liability $ 1,666 $ 3,040 The maturities of the Company’s lease liability as of December 31, 2022, were as follows (in thousands): Year ending December 31: 2023 $ 1,593 2024 136 Total lease payments 1,729 Less: interest ( 63 ) Present value of lease liability $ 1,666 The Company had an existing letter of credit of $ 270,000 as a security deposit to the lease as of December 31, 2022 and 2021. The lessor shall be entitled to draw on the letter of credit in the event of any uncured default by the Company under the terms of the lease. 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 its certificate of incorporation and bylaws. The term of the indemnification period lasts as long as an officer or a 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 it to recover a portion of any future amounts paid. The Company believes that the fair value of these indemnification obligations is minimal. Accordingly, it has not recognized any liabilities relating to these obligations for any period presented. |
Takeda Asset Purchase and Stock
Takeda Asset Purchase and Stock Purchase Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Takeda Asset Purchase and Stock Purchase Agreements | 6. Takeda Asset Purchase and Stock Purchase Agreements Takeda Asset Purchase Agreement On October 18, 2021, the Company entered into an Asset Purchase Agreement, or APA, with Millennium Pharmaceuticals, Inc. or Millennium, a wholly-owned subsidiary of Takeda Pharmaceutical Company Limited, or Takeda, pursuant to which the Company acquired and licensed from Millennium certain technology, intellectual property and other assets related to Takeda’s small molecule programs sapanisertib (CB-228, formerly known as TAK-228) and mivavotinib (CB-659, formerly known as TAK-659), or the Takeda Programs. Under the APA, Millennium assigned or caused to be assigned to the Company certain patents and know-how solely related to the Takeda Programs and necessary for the exploitation of products containing the CB-228 and CB-659 compounds, as well as specified regulatory materials, agreements, materials and inventory related to the Takeda Programs. Takeda also granted to the Company a license under certain other intellectual property necessary for the exploitation of such products. The Company granted to Millennium a license under the intellectual property assigned by Takeda to the Company (including intellectual property controlled by the Company via the assigned contracts) in order for Millennium to perform its obligations under the APA, ancillary agreements executed in connection with the APA and other retained agreements and for Millennium’s internal research use. The Company must use commercially reasonable efforts to develop and commercialize at least one CB-228 product and one CB-659 product in each of the United States, Japan and certain European countries. Pursuant to the APA, in October 2021, the Company paid Millennium an upfront payment of $ 10.0 million in cash and issued to Millennium 1,000,000 shares of its Series A convertible preferred stock as referenced below. In determining the total purchase consideration paid to Millennium, the Series A convertible preferred stock shares were classified as level 3 in the valuation hierarchy due to the presence of significant unobservable inputs, and were valued upon issuance at $ 40.9 mil lion using the Black-Scholes option-pricing model and the following assumptions: Description Credit spread 12.4 % Allowance for counterparty credit risk of the Company given the liquidation preference and obligation to issue more shares as the stock price decreases Expected term 0.7 years Weighted average remaining term, as determined upon issuance date Volatility 55 % Based on the Company's trading history for its common stock over the estimated term to the Mandatory Pricing Date (as defined below) Risk-free interest rate 0.08 % Based on the U.S. constant maturity treasury yield curve at the time of issuance over the expected term Common stock price $ 40.80 The Company's closing common stock price on October 15, 2021 (as adjusted for the Reverse Stock Split) The estimated probability and timing of a Qualified Financing (as defined below) were also evaluated at the time of issuance to determine the estimated weighted-average expected term and the fair value of the Series A preferred stock. Total consideration transferred was $ 50.9 million and was comprised of the $ 10 million cash payment and the estimated fair value of the shares of the Company’s Series A convertible preferred stock of $ 40.9 million. The Company recorded a charge of $ 50.9 million related to the assets acquired to “research and development related to asset acquisition” in the consolidated statements of operations as the assets acquired had no alternative future use at the time of the acquisition. There were no material direct transaction costs related to the transaction. The Company will make tiered earn-out payments of high single-digits to low teens on net sales of CB-228 products and CB-659 products, subject to certain customary reductions. Millennium will be eligible to receive up to an aggregate of $ 470.0 million in clinical development, regulatory and sales milestone payments across both Takeda Programs. The term of the APA will continue until the expiration of the Company's obligations to make earn-out payments, unless earlier terminated. Either party may terminate the APA in the event of an uncured material breach of the other party or in the case of insolvency of the other party. Preferred Stock Purchase Agreement On October 18, 2021, in accordance with the APA, the Company entered into a Preferred Stock Purchase Agreement, or the Purchase Agreement, with Millennium, pursuant to which it agreed to issue 1,000,000 shares of its Series A preferred stock. Each share of Series A preferred stock was initially convertible at the option of the holder into approximately 857,843 shares of common stock, based on the Company’s $ 40.80 per share closing stock price on October 15, 2021. The conversion rate of the Series A preferred stock is subject to anti-dilution adjustments that if triggered would result in the issuance of additional shares of common stock upon conversion. On May 23, 2022, the Company filed a Certificate of Amendment to its Certificate of Designations of Preferences, Rights and Limitations of the Series A preferred stock, or the Certificate of Amendment, that limits the aggregate number of shares of common stock to be issued upon conversion of the Series A preferred stock to a maximum of 6,644,014 shares of common stock. On June 1, 2022, at the annual meeting of stockholders, stockholders approved the issuance of more than 20 % of the Company's issued and outstanding common stock related to the conversion of the Series A preferred stock. On July 1, 2022, Millennium transferred their ownership interest in the Series A preferred stock to Takeda Ventures, Inc., a wholly-owned subsidiary of Takeda Pharmaceuticals Company Limited. The holder of the Series A preferred stock has the following rights, preferences and privileges: Voting Rights The holder of Series A preferred stock is entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series A preferred stock are convertible on any matter presented to the stockholders of the Company or at any meeting of stockholders, subject to certain beneficial ownership limitations. Additionally, certain matters require the approval of the Series A preferred stock, voting as a separate class, including to (i) amend the Company’s organizational documents in a way that has an adverse effect on the Series A preferred stock, (ii) create or authorize the creation of any new security, or reclassify or amend any existing security, of the Company that are senior to, or equal in priority with, the Series A preferred stock, including any shares of Series A preferred stock, with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption or (iii) purchase or redeem, or pay or declare, any dividend or make any distribution on, any shares of capital stock of the Company, subject to certain exceptions. Mandatory Conversion The Series A preferred stock will automatically convert, subject to certain beneficial ownership limitations, on the earlier of (i) the 18-month anniversary of the date of issuance, or the Mandatory Pricing Date, into 857,843 shares of common stock, subject to adjustment into additional shares of common stock if the volume weighted-average price of common stock on the thirty ( 30 ) trading days prior to the Mandatory Pricing Date is lower than $ 40.80 and (ii) a qualified financing that results in net proceeds to the Company of at least $ 40 million, excluding the conversion of the Series A preferred stock into 857,843 shares of common stock, or a Qualified Financing, subject to adjustment into additional shares of common stock if the weighted-average price paid by investors in the Qualified Financing is lower than $ 40.80 per share. Optional Conversion The Series A preferred stock is convertible, subject to certain beneficial ownership limitations, at the option of the holder thereof, at any time prior to the Mandatory Pricing Date or a Qualified Financing into 857,843 shares of common stock, subject to adjustment into additional shares of common stock if the volume weighted-average sales price per share of certain shares of common stock sold from the issuance date of the Series A preferred stock through the date of the election to convert is lower than $ 40.80 per share. Dividends The Series A preferred stock will be entitled to dividends or distributions on shares of Series A preferred stock equal to and in the same form as dividends or distributions actually paid on shares of the common stock when, as and if such dividends or distributions are paid. No dividends had been declared by the Board of Directors as of December 31, 2022. Liquidation Preference The Series A preferred stock will have preference over the common stock with respect to distribution of assets or available proceeds, as applicable, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or any other deemed liquidation event, and will be entitled to a liquidation preference equal to the greater of the original issuance price of the Series A preferred stock and the payment such holder would have received had the Series A preferred stock been converted into shares of common stock immediately prior to such liquidation event. Redemption Rights The holders of the Series A preferred stock have no redemption rights. However, prior to June 1, 2022, if the Company was unable to obtain stockholder approval, and as a result the Series A preferred stockholders were unable to convert all the shares into common stock, then the parties would have promptly negotiated in good faith the timing and amount per share to be paid to compensate the holder for such inability, or a Redemption Event; provided, however that the Company would not have been required to make any cash redemption payment until at least three years after the issuance date of the Series A preferred stock without the Company’s consent. On June 1, 2022, at the annual meeting of stockholders, the Company obtained stockholder approval. At issuance, the Company has recorded the Series A preferred stock at an estimated fair value at the time of issuance of $ 40.9 million, net of issuance costs of approximately $ 0.2 million. The Company also classified the Series A preferred stock as temporary equity due to the uncertainty of having sufficient authorized common stock reserved for issuance to cover the potential conversion of the Series A preferred stock into common stock if any of the conversion features (optional or automatic) are triggered. Prior to June 1, 2022, if the Company did not receive the stockholder approval, then the Company may be required to compensate the holder, upon occurrence of a Redemption Event. At the end of each reporting period, the Company adjusted the Series A preferred stock carrying value to the greater of the issuance date fair value of $ 40.9 million or the current redemption amount in accordance with ASC 480-10-S99-3A, Distinguishing Liabilities from Equit y. On May 23, 2022, upon Millennium's consent, the Company filed the Certificate of Amendment that limits the aggregate number of shares of common stock to be issued upon conversion of the Series A preferred stock to a maximum of 6,644,014 shares of common stock. The Company accounted for the amendment as an extinguishment of the existing Series A preferred stock due to the significance of the change in the conversion feature. The Company estimated the fair value of the new Series A preferred stock to be $ 22.3 million on the date of issuance and classified the new Series A preferred stock as stockholders' equity. The difference of $ 18.4 million between the carrying value of the existing Series A preferred stock and the estimated fair value of the new Series A preferred stock was recorded as an adjustment to accumulated deficit as a deemed contribution. The new Series A preferred stock was recorded at $ 22.3 million and was classified as level 3 in the valuation hierarchy due to the presence of significant unobservable inputs. The new Series A preferred stock was valued at the time of the amendment using the Black-Scholes options-pricing model and the following key assumptions: Description Credit spread 22.4 % Allowance for counterparty credit risk of the Company given the liquidation preference and obligation to issue more shares as the stock price decreases Expected term 0.9 years Weighted average remaining term, as determined upon the amendment date Volatility 55 % Blended volatility Risk-free interest rate 1.95 % Based on the U.S. constant maturity treasury yield curve at the time of the amendment over the expected term Common stock price $ 4.44 The Company's closing common stock price on May 23, 2022 (as adjusted for the Reverse Stock Split) In addition, the Company considered the estimated probability and timing of a Qualified Financing in determining the weighted-average expected term and the estimated fair value of the new Series A preferred stock. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity Public Offerings and Warrants In April 2020, the Company entered into an underwriting agreement with Citigroup Global Markets, Inc., or the Underwriter, pursuant to which the Company issued and sold 287,500 shares of common stock, including 37,500 shares sold pursuant to the Underwriter’s exercise in full of their option to purchase additional shares. The price to the public in the offering was $ 125.00 per share, and the Underwriter purchased the shares from the Company at a price of $ 117.60 per share. The net proceeds to the Company from this public offering were approximately $ 33.5 million, after deducting underwriting discounts and commissions and other offering expenses. On April 1, 2022, the Company closed an underwritten public offering of 925,925 shares of common stock and accompanying warrants at a combined offering price of $ 10.80 per share, for $ 10 million in gross proceeds, resulting in $ 8.5 million of net proceeds after deducting underwriting discounts and commissions and offering costs. The common stock was accompanied by warrants to purchase 925,925 shares of common stock at an exercise price of $ 10.80 per share, which are immediately exercisable and will expire 18 months from the date of issuance, or short-term warrants, and warrants to purchase 925,925 shares of common stock at an exercise price of $ 10.80 per share, which are immediately exercisable and will expire 5 years from the date of issuance, or long-term warrants. Warrants The holders of the warrants have the following rights, preferences and privileges: Cashless Exercise The warrants entitle the holders to purchase the Company's common stock by paying cash. However, at the time of exercise, if there is no effective registration statement, or the prospectus contained therein is not available for the issuance of the warrant shares, the warrants shall only be exercised in whole or in part, by means of a "cashless exercise" in which the holder shall be entitled to receive a number of shares calculated as defined in the agreement. Fundamental Transaction Treatment Short-Term Warrants In the event of a fundamental transaction, as defined in the short-term warrant, the short-term warrant holders shall have the right to receive, for each warrant share that would have been issuable upon the warrant exercise immediately prior to such transaction, at the option of the holder, the number of shares of common stock of the successor entity and any additional consideration receivable as a result of such transaction by a holder of the number of shares for which the warrant is exercisable immediately prior to the transaction. The Company shall not effect any fundamental transaction in which the Company is not the surviving entity or in which the consideration includes securities of another entity unless (i) the alternate consideration is solely cash and the Company provides for the “cashless exercise” of the warrant at the option of the holder or (ii) the successor entity assumes the Company’s obligations under the warrant. In the event of a fundamental transaction where the per share value of cash, securities, property or alternative consideration is greater than the then effective exercise price, the short-term warrant shall be automatically exercised via cashless exercise and shall immediately terminate upon the consummation of the transaction. Long-Term Warrants In the event of a fundamental transaction, as defined in the long-term warrant, the holders shall have the right to receive, for each warrant share that would have been issuable upon the warrant exercise immediately prior to such transaction, at the option of the holder, the number of shares of common stock of the successor entity and any additional consideration, or the alternate consideration, receivable as a result of such transaction by a holder of the number of shares for which the warrant is exercisable immediately prior to the transaction. Notwithstanding anything to the contrary, in the event of a fundamental transaction, the Company or any successor entity shall, at the holder’s option, purchase the long-term warrant from the holder for an amount of cash equal to the Black-Scholes value (as defined in the warrant) of the remaining unexercised portion of the long-term warrant on the date of such transaction; provided, however, that, if the fundamental transaction is not within the Company's control, including not approved by the Company's board of directors, the holder shall only be entitled to receive the same type or form of consideration (and in the same proportion), at the Black-Scholes value of the unexercised portion of the warrant, that is being paid to the holders of the Company’s common stock in connection with the transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of common stock are given the choice of alternative forms of consideration; provided, further, that if the holders of common stock are not paid any consideration in such fundamental transaction, such holders will be deemed to have received common stock of the successor entity. The Company shall cause any successor entity in a fundamental transaction in which the Company is not the survivor to assume all of the Company’s obligations under the long-term warrants and shall, at the option of the holder, deliver replacement warrants exercisable for a number of shares of capital stock of the successor entity equivalent to the shares of common stock receivable upon exercise of the warrants prior to such transaction, with a corresponding adjustment to the exercise price (such number of shares and such exercise price being for the purpose of protecting the economic value of the warrants immediately prior to the transaction). Stock Dividends and Splits If the Company (i) pays a stock dividend or otherwise makes a distribution on shares of its common stock, (ii) subdivides outstanding shares of common stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of common stock into a smaller number of shares, or (iv) issues by reclassification of shares of the common stock any shares of capital stock of the Company, in each case, the warrant exercise price shall be multiplied by a fraction of which the numerator shall be the number of shares of common stock outstanding immediately before such event and of which the denominator shall be the number of shares of common stock outstanding immediately after such event, and the number of shares issuable upon exercise of the warrant shall be proportionately adjusted such that the aggregate exercise price of the warrants shall remain unchanged. Pro Rata Dividends If the Company declares any dividend or other distribution to the holders of common stock (including any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction), the warrant holder shall be entitled to participate in such distribution to the same extent as if the holder had held the number of shares issuable upon complete exercise of the warrant immediately before the date of such distribution. Voluntary Adjustment by Company Subject to the rules and regulations of the trading market, the Company may at any time during the term of the warrant, subject to the prior written consent of the holder, reduce the then current exercise price to any amount and for any period of time deemed appropriate by the board of directors of the Company. Purchase Rights If the Company grants, issues or sells any common stock equivalents or rights to purchase stock, warrants, securities or other property pro rata to the holders of any class of shares of common stock, or the purchase rights, the warrant holder shall be entitled to acquire, on the terms applicable to such purchase rights, the aggregate purchase rights which the holder would have acquired if the holder had held the number of shares issuable upon complete exercise of the warrant immediately before the grant, issuance or sale of such purchase rights (subject to the beneficial ownership limitation discussed below). Exercise Limitations The Company shall not effect any exercise of the warrant, and the holder shall not have the right to exercise any portion of the warrant, if after giving effect to such exercise, the holder (together with its affiliates), would beneficially own more than 4.99 % (or, upon election by a holder prior to the issuance of any warrants, 9.99 %) of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares upon exercise of the warrant, or the beneficial ownership limitation. Automatic Cashless Exercise Upon Expiration On the expiration date, the short-term warrants shall be automatically exercised via cashless exercise per the terms of such warrants. Buy-in If the Company fails to cause its transfer agent to transmit the underlying shares to the holder on exercise before the earliest of (i) two trading days after the delivery of exercise notice to the Company, (ii) the trading day after delivery of the aggregate exercise price or (iii) the standard settlement date as determined by the Company’s trading market (2 business days at the time the warrant was issued), and if after such date the holder is required by its broker to purchase (in an open market transaction or otherwise) or the holder’s brokerage firm otherwise purchases, shares of common stock to deliver in satisfaction of a sale by the holder of the underlying shares which the holder anticipated receiving upon such exercise, or a Buy-In, then the Company shall (A) pay in cash to the holder the amount, if any, by which (x) the holder’s total purchase price (including brokerage commissions, if any) for the shares of common stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of underlying shares that the Company was required to deliver upon exercise (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the holder, either reinstate the portion of the warrant and equivalent number of warrant shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the holder the number of shares of common stock that would have been issued had the Company timely complied with its exercise and delivery obligations. Transferability of Warrants The warrants are transferable, in whole or in part, upon surrender of the warrant, together with a written assignment of the warrant duly executed by the holder and funds sufficient to pay any taxes payable upon such transfer. At-the-Market Offerings In December 2019, the Company entered into a sales agreement with Jefferies LLC, or Jefferies, as sales agent and underwriter, pursuant to which the Company could issue and sell shares of its common stock with an aggregate maximum offering price of $ 50.0 million under an at-the-market offering program, or the 2019 Jefferies ATM program. The Company paid Jefferies up to 3 % of gross proceeds for any common stock sold through the sales agreement. During the three months ended March 31, 2020, the Company sold an aggregate of 58,021 shares at an average price of approximately $ 130.20 per share for gross proceeds of $ 7.6 million, resulting in net proceeds of $ 7.4 million after underwriting fees and offering expenses. As of March 31, 2020, the Company had sold all available shares under the 2019 ATM program. In August 2020, the Company entered into a sales agreement with Jefferies as sales agent and underwriter, pursuant to which the Company can issue and sell shares of its common stock with an aggregate maximum offering price of $ 75 million under an at-the-market offering program , or the 2020 ATM program. The Company will pay Jefferies up to 3 % of gross proceeds for any common stock sold through the sales agreement. In March 2023, the Company terminated the 2020 ATM program. During the year ended December 31, 2021, the Company sold 262,250 shares under the ATM program at an average price per share of $ 43.60 for gross proceeds of $ 11.4 million, resulting in net proceeds of $ 10.7 million after deducting commissions and offering ex penses. As of December 31, 2021, $ 451,000 in proceeds was receivable from unsettled trades and reflected as a reduction in additional paid-in-capital. During the year ended December 31, 2022, the Company sold 61,690 shares under the ATM program at an average price per share of $ 11.36 , for net proceeds of $ 0.7 million, and received $ 451,000 upon the settlement of trades outstanding at December 31, 2021. As of December 31, 2022, a total of 323,960 shares had been sold under the 2020 ATM program. |
Equity Incentive Plans
Equity Incentive Plans | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plans | 8. Equity Incentive Plans 2010 Plan In 2010, the Company adopted the 2010 Equity Incentive Plan, or the 2010 Plan. Under the 2010 Plan, shares of the Company’s common stock have been reserved for the issuance of stock options to employees, directors, and consultants under terms and provisions established by the Board of Directors. Under the terms of the 2010 Plan, options were granted at an exercise price not less than fair market value. For employees holding more than 10 % of the voting rights of all classes of stock, the exercise prices for incentive and nonstatutory stock options were not less than 110 % of fair market value, as determined by the Board of Directors. The terms of options granted under the 2010 Plan did not exceed ten years . The vesting schedule of option grants was typically four years . The Company granted options under the 2010 Plan until October 2014 when it was terminated as to future awards, although it continues to govern the terms of options that remain outstanding under the 2010 Plan. As of December 31, 2022, approximately 13,500 shares of common stock are subject to options outstanding under the 2010 Plan. 2014 Plan In September 2014, the Company’s Board of Directors and stockholders approved the 2014 Equity Incentive Plan, or the 2014 Plan, which became effective in October 2014, at which time the 2010 Plan was terminated. The 2014 Plan provides for the grant of stock options, other forms of equity compensation, and performance cash awards. The number of shares of common stock reserved for issuance under the 2014 Plan will automatically increase on January 1 of each year, beginning on January 1, 2015 and ending on and including January 1, 2024, by 4 % of the total number of shares of the Company’s capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the Company’s Board of Directors. As of December 31, 2022, approximately 664,600 shares of common stock were reserved for issuance under the 2014 Plan and there were approximately 197,200 shares of common stock available for future grant. The Company issues new shares upon the exercise of options and restricted stock units. The maximum term of options granted under the 2014 Plan is ten years . The vesting schedule of option grants are typically four years . 2018 Inducement Plan In January 2018, the Company’s Board of Directors approved the 2018 Inducement Plan, a non-stockholder approved stock plan, in order to award nonstatutory options and restricted stock unit awards to persons not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with the Company. As of December 31, 2022, there were 50,000 shares reserved for issuance under the 2018 Inducement Plan and there were approximately 48,000 shares of common stock available for future grant. The maximum term of options granted under the 2018 Inducement Plan is ten years . The vesting schedule of option grants are typically four years . Stock Options The following summarizes option activity (in thousands, except price per option data): Options Outstanding Number of Shares Underlying Outstanding Options Weighted-Average Exercise Price per Option Aggregate Outstanding — December 31, 2021 416 $ 123.57 Options granted 158 $ 8.25 Options cancelled ( 118 ) $ 105.86 Outstanding — December 31, 2022 456 $ 88.24 $ — Exercisable — December 31, 2022 272 $ 127.45 $ — Vested and expected to vest — December 31, 2022 456 $ 88.24 $ — The aggregate intrinsic values of options outstanding, exercisable, vested and expected to vest were calculated as the difference between the exercise price of the options and the fair value of the Company’s common stock of $ 3.26 p er share as of December 31, 2022. The weighted-average fair value per share of employee options granted during the years ended December 31, 2022, 2021, and 2020 were $ 6.05 , $ 2.07 , and $ 5.09 , respectively. The total fair value of options that vested during the years ended December 31, 2022, 2021, and 2020 wa s $ 5.4 million, $ 9.4 million, and $ 6.9 million, respectively. The aggregate intrinsic value of options exercised was $ 0 , $ 23,000 , and $ 0.2 million for the years ended December 31, 2022, 2021, and 2020, respectively. As of December 31, 2022, the weighted-average remaining contractual life was 5.40 years and 6.73 y ears for exercisable options and vested and expected to vest options, respectively. Stock Awards During the year ended December 31, 2022, the Company issued 710 restricted stock units, or RSUs, to its employees. The RSUs vest 25 % annually over 4 years commencing on the date of grant. The RSUs are measured at grant date fair value, at the market price of the Company’s common stock on the grant date. The Company records stock-based compensation expense related to the RSUs ratably over the employee respective requisite service period. On January 20, 2021, the Company granted 80,378 performance-based restricted stock units, or PSUs, to employees. The PSUs vest 20 % on January 3, 2022 and 80 % upon the achievement of two goals that were achieved by January 3, 2022. The PSUs were measured at grant date fair value, using the market price of the Company’s common stock on the grant date of $ 59.60 . The Company estimated that all vesting conditions were probable of being achieved and elected to recognize compensation expense for the PSUs as one aggregate award using the straight-line method over the estimated implicit service period from the grant date to January 3, 2022. The Company monitored the probability of achievement of the goals each reporting period and adjusted its estimates accordingly. During the year ended December 31, 2022 and 2021, the Company recorded approximately $ 6,000 and $ 3.9 million of expense, respectively, related to the PSUs. A summary of restricted stock unit activity was as follows (in thousands, except weighted-average grant-date fair value and contractual term amounts): Stock Awards (PSUs and RSUs) Shares Weighted- Weighted- Aggregate Outstanding — December 31, 2021 35 $ 57.24 PSUs and RSUs — Awarded 1 $ 10.15 PSUs and RSUs — Vested ( 18 ) $ 58.46 PSUs and RSUs — Cancelled ( 4 ) $ 56.52 Outstanding — December 31, 2022 14 $ 53.61 1.16 $ 47 The total fair value of restricted stock unit awards that vested during the year ended December 31, 2022 and 2021 was $ 1.0 million and $ 3.2 million, respectively. No restricted stock unit awards were granted or vested prior to 2021. Stock-Based Compensation Expense Total stock-based compensation recognized related to the 2010 Plan, 2014 Plan and 2018 Inducement Plan was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Research and development $ 1,792 $ 5,462 $ 3,742 General and administrative 2,208 4,643 3,867 Total stock-based compensation $ 4,000 $ 10,105 $ 7,609 As of December 31, 2022, the total unrecognized compensation expense related to unvested awards was $ 4.3 million, with an estimated weighted-average remaining recognition period of 2.2 years. In each of the periods presented, the exercise price per share for each stock option was the same as the fair value of the Company’s common stock on the date of grant. Stock options are recorded at fair value as of the grant date using the Black-Scholes option-pricing model and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment to determine. Restricted stock awards are measured at grant date fair value, at the market price of the Company’s common stock on the grant date. Expected Term —The Company’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method (based on the midpoint between the vesting date and the end of the contractual term) since the Company does not have adequate historical exercise data to estimate the expected term. Expected Volatility —The expected volatility was estimated based on a weighted volatility using both the Company’s trading history for its common stock and the average volatility for comparable publicly traded biopharmaceutical companies over a period equal to the expected term of the stock option grants. The comparable companies were chosen based on their similar size, stage in the life cycle, or area of specialty. Risk-Free Interest Rate —The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option. Expected Dividend —The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero. The fair value of stock option awards was estimated using a Black-Scholes option-pricing model with the following assumptions: Year Ended December 31, 2022 2021 2020 Expected term 5.3 ─ 6.1 years 5.3 ─ 6.1 years 5.3 ─ 6.1 years Volatility 86.2 % ─ 95.1 % 81.9 % ─ 88.0 % 85.2 % ─ 89.8 % Risk-free interest rate 1.6 % ─ 2.9 % 0.63 % ─ 1.36 % 0.31 % ─ 1.69 % Expected dividend rate ─% ─% ─% ESPP In September 2014, the Company’s Board of Directors and stockholders approved the 2014 Employee Stock Purchase Plan, or the ESPP, which became effective in October 2014. The number of shares of common stock reserved for issuance under the ESPP will increase automatically each year, beginning on January 1, 2015 and continuing through and including January 1, 2024, by the lesser of (1) 1 % of the total number of shares of common stock outstanding on December 31 of the preceding calendar year; (2) 12,500 shares of common stock; or (3) such lesser number as determined by the Company’s Board of Directors. The ESPP allows eligible employees to purchase shares of the Company's common stock at a discount through payroll deductions of up to 15 % of their eligible compensation, subject to certain plan limitations. The ESPP provides for 6-month offering periods and a 6-month purchase period, and at the end of each purchase period, employees are able to purchase shares at 85 % of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last day of the purchase period. As of December 31 , 2022, 60,013 shares of common stock have been issued to employees participating in the ESPP and 40,819 shares were availa ble for issuance under the ESPP. The ESPP is a compensatory plan as defined by the authoritative guidance for stock compensation. As such, stock-based compensation expense has been recorded for the years ended December 31, 2022, 2021, and 2020. Total stock-based compensation expense recognized related to the ESPP was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Research and development $ 24 $ 115 $ 343 General and administrative 6 44 108 Total stock-based compensation $ 30 $ 159 $ 451 The Company used the following assumptions to estimate the fair value of stock offered under the ESPP for the years ended December 31, 2022, 2021, and 2020: Year Ended December 31, 2022 2021 2020 Expected term 0.50 years 0.50 years 0.24 ─ 0.50 years Volatility 109.3 % ─ 142.9 % 103.1 % ─ 126.6 % 54.3 % ─ 125.5 % Risk-free interest rate 2.25 % ─ 4.78 % 0.04 % ─ 0.11 % 0.08 % ─ 1.59 % Expected dividend rate ─% ─% ─% |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 9. Employee Benefit Plan The Company has an employee benefit plan under Section 401(k) of the Internal Revenue Code, or the 401(k) Plan . The 401(k) Plan allows employees to contribute a portion of their compensation, subject to certain limitations. The Company may make contributions to this plan at its discretion. For the year ended December 31, 2022, 2021 and 2020, the Company matched a portion of the employees’ contributions up to a defined maximum, and recognized expense of approximately $ 0.2 million, $ 0.3 million and $ 0.4 million, respectively relating to these contributions. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes No provision for income taxes was recorded for the years ended December 31, 2022, 2021, and 2020. The Company has incurred net operating losses for all the periods presented. The Company has not reflected any benefit of such net operating loss carryforwards in the accompanying consolidated financial statements. The domestic and foreign components of loss before provision for income tax are as follows (in thousands ): Year Ended December 31, 2022 2021 2020 Domestic $ ( 39,650 ) $ ( 115,088 ) $ ( 90,137 ) Foreign — — — Total $ ( 39,650 ) $ ( 115,088 ) $ ( 90,137 ) The effective tax rate of the provision for income taxes differs from the federal statutory rate as follows: Year Ended December, 31 2022 2021 2020 Federal statutory income tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit — — — Federal and state tax credits, net of reserves 3.3 1.8 2.7 Stock-based compensation ( 1.1 ) ( 0.6 ) ( 0.7 ) Change in fair value of warrants 1.3 — — Other permanent differences ( 1.3 ) ( 0.3 ) ( 0.1 ) Change in valuation allowance ( 23.2 ) ( 21.9 ) ( 22.9 ) 0 % 0 % 0 % The components of the deferred tax assets and liability are as follows (in thousands): Year Ended December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 89,381 $ 85,417 Tax credits, net of reserves 15,266 13,965 Accrued liabilities 304 678 Stock-based compensation 4,562 4,904 Operating lease liability 350 638 Fixed and intangible assets 10,217 10,765 Capitalized research & development expenses 5,135 — Gross deferred tax assets 125,215 116,367 Valuation allowance ( 124,932 ) ( 115,847 ) Total deferred tax assets 283 520 Deferred tax liability: Operating lease right-of-use asset ( 283 ) ( 520 ) Total deferred tax liability ( 283 ) ( 520 ) Net deferred tax assets (liability) $ — $ — Beginning January 1, 2022, the Tax Cuts and Jobs Act, or the Tax Act, eliminated the option to deduct research and development expenditures in the current year and requires taxpayers to capitalize such expenses pursuant to Internal Revenue Code, or IRC, Section 174. The capitalized expenses are amortized over a 5-year period for domestic expenses and a 15-year period for foreign expenses. As a result of this provision of the Tax Act, deferred tax assets related to capitalized research expenses increased by $ 5.1 million for the year ended December 31, 2022. Realization of the Company’s deferred tax assets is dependent upon the Company generating future taxable income, the timing and amount of which are uncertain. Accordingly, the deferred tax assets have been fully offset by a valuation allowance as of December 31, 2022 and 2021. The valuation allowance increased by $ 9.1 million for the year ended December 31, 2022, and increased by $ 25.1 million for the year ended December 31, 2021. ASC Topic 740 requires that the tax benefit of deductible temporary differences of carryforwards be recorded as a deferred tax asset to the extent that management assesses that realization is "more likely than not." Future realization of the tax benefit ultimately depends on the existence of sufficient taxable income within the carryback or carryforward period available under the tax law. The Company has set up the valuation allowance against the federal and state deferred tax assets because based on all available evidence, these deferred tax assets are not more likely than not to be realizable. As of December 31, 2022 and 2021, the Company had approximately $ 408.6 million and $ 389.7 million of federal operating loss carryforwards, respectively, and $ 53.5 million and $ 53.5 million of state net operating loss carryforwards, respectively, available to reduce future taxable income. Of the federal net operating loss carryforwards, $ 129.3 million will begin to expire in 2030 , and $ 279.3 million will carryforward indefinitely, while state net operating losses begin to expire in 2030 . As of December 31, 2022 and 2021, the Company also had research and development tax credit carryforwards of approximately $ 17.1 million and $ 15.6 million for federal purposes, respectively, and $ 8.0 million and $ 7.4 million for state purposes, respectively, available to offset future taxable income tax. If not utilized, the federal carryforwards wil l expire in various amounts beginning in 2030 , and the state credits can be carried forward indefinitely. Sections 382 and 383 place a limitation on the amount of taxable income which can be offset by carryforward tax attributes, such as net operating losses or tax credits, after a change in control. Generally, after a change in control, a loss corporation cannot deduct carryforward tax attributes in excess of the limitation prescribed by Section 382 and 383. Therefore, certain of the Company's carryforward tax attributes may be subject to an annual limitation regarding their utilization against taxable income in future periods. As a result of the Company's IPO in 2014, the Company triggered an "ownership change" as defined in Internal Revenue Code Section 382 and related provisions. Additionally, due to stock acquired by investors and reported under Section 13(g), the Company believes that an “ownership change” occurred during 2018, as well. The Company believes that some of its net operating losses and credit carryforwards may be limited by these ownership changes but that any limitation would not have a significant impact to the financial statements since there is no utilization of the net operating losses and credit carryforwards and a full valuation allowance exists against the net operating losses and credit carryforwards for U.S. tax purposes. Subsequent ownership changes since 2018 may subject the Company to annual limitations of its net operating loss and credit carryforwards. Such annual limitation could result in the expiration of the net operating loss and credit carryforwards before utilization. U.S. tax law subjects a U.S. shareholder to current tax on global intangible low-taxed income (GILTI) earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740 No. 5, Accounting for Global Intangible Low-Taxed Income , states that an entity can make an accounting policy election to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred. The Company has elected to recognize the tax on GILTI as a period expense in the period the tax is incurred. As a result of no activity in the Company’s dormant foreign subsidiaries, the Company has no GILTI inclusion for the year ended 2022, 2021 and 2020. On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in the U.S. on March 27, 2020, which contains several provisions, including, but not limited to, changes to the rules governing net operating losses (NOLs) and technical corrections to certain provisions in the 2017 tax law, or the Tax Cuts and Jobs Act. Since the Company has historical tax losses and records a full valuation allowance against its U.S. deferred tax assets, the impact of these changes was limited to the timing of the availability of its NOLs. Uncertain Tax Positions As of December 31, 2022, the Company’s total unrecognized tax benefit w as $ 9.1 million, of which none of the tax benefit, if recognized, would affect the effective income tax rate due to the valuation allowance that currently offsets deferred tax assets. A reconciliation of the Company’s unrecognized tax benefits for the years ended December 31, 2022, 2021, and 2020 is as follows (in thousands): Year Ended December 31, 2022 2021 2020 Balance at beginning of year $ 8,401 $ 7,272 $ 5,993 Decreases related to prior year tax positions ( 5 ) — ( 24 ) Additions based on tax positions related to current year 707 1,129 1,303 Balance at end of year $ 9,103 $ 8,401 $ 7,272 The unrecognized tax benefits, if recognized and in the absence of a full valuation allowance, would increase the Company’s credit carryforwards and hence deferred tax assets. The Company does not expect the unrecognized tax benefits to change significantly over the next 12 months. Interest and penalties are zero , and the Company’s policy is to account for interest and penalties in tax expense on the statement of operations. The Company files income tax returns in the U.S. federal, California and various other state tax jurisdictions. All periods since inception are subject to examination by U.S. federal, California and other state tax jurisdictions, none of which are currently under examination. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | 11. Net Loss per Share Attributable to Common Stockholders The computation of basic and diluted net loss per share attributable to common stockholders is as follows (in thousands, except for per share data): December 31, 2022 2021 2020 Numerator: Net loss $ ( 39,650 ) $ ( 115,088 ) $ ( 90,137 ) Adjustment to reflect deemed contribution from 18,360 — — Net loss attributable to common ( 21,290 ) ( 115,088 ) ( 90,137 ) Adjustment to reflect assumed conversion of Series A ( 18,360 ) — — Net loss attributable to common stockholders - diluted $ ( 39,650 ) $ ( 115,088 ) $ ( 90,137 ) Denominator: Weighted-average common stock outstanding - basic 4,633 3,693 3,441 Effect of potentially dilutive Series A preferred stock 359 — — Weighted average common and potentially issuable 4,992 3,693 3,441 Basic net loss per share attributable to common $ ( 4.60 ) $ ( 31.16 ) $ ( 26.20 ) Diluted net loss per share attributable to common $ ( 7.94 ) $ ( 31.16 ) $ ( 26.20 ) Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands): December 31, 2022 2021 2020 Options to purchase common stock 456 416 431 Employee stock plan purchases 10 2 1 Employee restricted stock units 14 35 — Warrants to purchase common stock 1,852 — — Conversion of Series A preferred — 857 — Total 2,332 1,310 432 |
Licensing and Collaboration Agr
Licensing and Collaboration Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Licensing Agreements [Abstract] | |
Licensing and Collaboration Agreements | 12. Licensing and Collaboration Agreements Incyte Collaboration and License Agreement On January 27, 2017, the Company and Incyte Corporation, or Incyte, entered into a collaboration and license agreement, or the Incyte Collaboration Agreement. Under the terms of the Incyte Collaboration Agreement, the Company granted Incyte an exclusive, worldwide license to develop and commercialize its small molecule arginase inhibitors for hematology and oncology indications. Through September 30, 2020, the parties collaborated on and co-funded the development of the licensed products, with Incyte bearing 70 % and the Company bearing 30 % of global development costs. From October 1, 2020, Incyte paid all costs to develop INCB001158 or any other licensed products. On September 23, 2022, Incyte notified the Company of its intent to terminate for convenience the Incyte Collaboration Agreement, effective on December 28, 2022. No material early termination penalties were payable by either party. Under the Incyte Collaboration Agreement, the Company received an upfront payment of $ 45 million in February 2017. In March 2017, the Company achieved a development milestone of $ 12 million, for which the Company received payment in May of 2017. In April 2020, the Company filed a complaint against Incyte in the Superior Court of California, San Francisco County, asserting claims for breach of contract arising out of Incyte’s failure to pay two milestone payments totaling $ 18 million the Company believed were due under the Incyte Collaboration Agreement. In September 2021, the Company entered into a Settlement Agreement and Release with Incyte. Concurrently, the parties also filed a dismissal of the complaint in the Superior Court of California. Under the terms of the Settlement Agreement and Release, which resolved all claims in the complaint without any admission of liability or fault, Incyte paid the Company a negotiated settlement amount of $ 6.75 million and the parties exchanged mutual releases. In September 2021, the Company received and recognized the $ 6.75 million as milestone revenues. The Incyte Collaboration Agreement is considered to be under the scope of ASC Topic 808, Collaborative Arrangements . The Company has concluded that the research and development co-funding activities were not representative of a customer relationship and this unit of account is accounted for as an increase to or reduction of research and development expenses, rather than as revenue. In addition, the Company has analogized to ASC 606 for other aspects of the arrangement. The performance obligations under the Incyte Collaboration Agreement consist of intellectual property licenses and the performance of certain manufacturing and manufacturing technology transfer services. The Company determined that the license is not distinct from the associated manufacturing and technology transfer services to be performed under the agreement. Specifically, the Company believes the license is not capable of being distinct, as Incyte did not have the know-how to manufacture the collaboration product without Calithera’s assistance until completion of the manufacturing technology transfer process, and no other third parties could perform such assistance due to the early stage nature of the licensed intellectual property as well as Calithera’s propriety knowledge with respect to the licensed intellectual property. Net costs associated with co-development activities performed under the Incyte Collaboration Agreement are included in research and development expenses in the accompanying consolidated statements of operations, with any reimbursement of costs by Incyte reflected as a reduction of such expenses. For the years ended December 31, 2022, 2021, and 2020, net costs payable to (reimbursable by) Incyte were $ 0.1 million, $ 54,000 , and ($ 8,000 ), respectively. As of December 31, 2022, the net amount payable to Incyte was $ 0.7 million. Antengene License Agreement On May 16, 2021, the Company and Antengene Investment, Ltd., or Antengene, a wholly-owned subsidiary of Antengene Corporation, entered into a license agreement, or the Antengene License Agreement. Under the terms of the Antengene License Agreement, the Company granted Antengene an exclusive, worldwide license to develop and commercialize CB-708, the Company’s small molecule inhibitor of CD73. The Company received an upfront payment of $ 3.0 million in May 2021 and was eligible to receive potential development, regulatory and sales milestones of up to $ 252 million, as well as tiered royalties on sales of the licensed product up to low double-digits. The Antengene License Agreement is considered to be under the scope of ASC 606. In accordance with ASC 606, the Company determined the transaction price to be the $ 3.0 million upfront payment. The performance obligations consist of the intellectual property license, inventory, and manufacturing technical support services. The transaction price was allocated to the performance obligations on a relative selling price basis, with the value of the manufacturing technical support services considered to be de minimis. The Company determined that it had satisfied the intellectual property license and inventory performance obligations in the second quarter of 2021 and accordingly recognized license revenue of $ 3.0 million during the three months ended June 30, 2021. No additional revenue was recognized during the year ended December 31, 2021 or during the year ended December 2022 related to the Antengene License Agreement. Pfizer Collaboration Agreement In October 2018, the Company entered into a clinical trial collaboration and supply agreement with Pfizer to evaluate Pfizer’s PARP inhibitor talazoparib (Talzenna) and CDK4/6 inhibitor palbociclib (Ibrance), each in combination with telaglenastat. Under the terms of the clinical collaboration, Pfizer provided reimbursement of certain development costs. Costs associated with development activities performed under the clinical collaboration are included in research and development expenses in the accompanying consolidated statements of operations, with any reimbursements of costs reflected as a reduction of such expenses. The collaboration with Pfizer concluded in 2022. For the year ended December 31, 2020, net costs from Pfizer recognized as a reduction to research and development expenses were $ 1.5 million. For the years ended December 31, 2022 and 2021, net costs from Pfizer were not material to the consolidated financial statements. S ymbioscience License Agreement In December 2014, the Company entered into an exclusive license agreement with Mars, Inc., by and through its Mars Symbioscience division, or Symbioscience, under which the Company has been granted the exclusive, worldwide license rights to develop and commercialize Symbioscience’s portfolio of arginase inhibitors for use in human healthcare, or the Symbioscience License Agreement. No expenses were recognized related to its licensing arrangement with Mars Symbioscience for the year ended December 31, 2022, 2021, and 2020. The Company may make future payments of up to $ 23.6 million contingent upon attainment of various development and regulatory milestones and $ 95.0 million contingent upon attainment of various sales milestones. Additionally, the Company will pay royalties on sales of the licensed product, if such product sales are ever achieved. If the Company develops additional licensed products, after achieving regulatory approval of the first licensed product, the Company would owe additional regulatory milestone payments and additional royalty payments based on sales of such additional licensed products. |
Cystic Fibrosis Foundation Deve
Cystic Fibrosis Foundation Development Award | 12 Months Ended |
Dec. 31, 2022 | |
Research and Development [Abstract] | |
Cystic Fibrosis Foundation Development Award | 13. Cystic Fibrosis Foundation Development Award In October 2020, the Company was awarded $ 2.4 million from the Cystic Fibrosis Foundation, or CFF, to support the clinical development of CB-280 in cystic fibrosis. The award was to be paid in installments upon the achievement of certain milestones. The Company recognized the CFF milestone awards as a reduction to research and development expenses in the accompanying consolidated statements of operations in the period the milestone was achieved and expenses were incurred. For the year ended December 31, 2020, the Company recognized $ 0.6 million from the CFF as a reduction of research and development expenses. For the year ended December 31, 2022 and 2021, no amounts from the CFF were recognized as a reduction of research and development expenses. In May 2022, the Company made the decision to no longer pursue further development of CB-280 in cystic fibrosis, and as a result, in June 2022, CFF terminated the award agreement. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Event | 14. Subsequent Events Plan of Dissolution and Related Costs of Exit Activities On January 9, 2023, the Company announced, after extensive consideration of potential strategic alternatives, the Company’s Board of Directors unanimously approved the Plan of Dissolution, subject to stockholder approval. In connection with the Plan of Dissolution, the Company began discontinuing all clinical programs and commenced reducing its workforce, which includes the planned termination of most employees by the end of the first quarter, and began the wind-up of its operations. The Company anticipates incurring charges of approximately $ 8 million in connection with the reduction-in-force, primarily consisting of severance payments, notice pay (where applicable), employee benefits contributions and related costs. The implementation of the headcount reductions are expected to be substantially complete by the end of the first quarter of 2023. In anticipation of the Plan of Dissolution, the Company terminated its 401(k) Plan in March 2023. Sale of Clinical Assets and Programs In January 2023, the Company entered into an assignment agreement with Antengene, and Antengene acquired all the outstanding rights of CB-708 (now ATG-037). In March 2023, the Company entered into an asset purchase agreement with an unrelated third party who acquired all assets and rights to the telaglenastat program. Total proceeds from these two agreements were $ 8 million. The Company is currently seeking to sell all of its clinical assets and programs. There can be no assurance that the Company will be able to sell any of its clinical assets or programs and generate any additional cash proceeds. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, including those related to clinical trial accrued liabilities, revenue recognition, fair value of marketable securities, income taxes, and stock-based compensation. Management bases its estimates on historical experience and on various other market specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Cash equivalents, which consist primarily of amounts invested in money market accounts, are stated at fair value. |
Investments | Investments All investments have been classified as “available-for-sale” and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. Management determines the appropriate classification of its investments at the time of purchase and reevaluates such designation as of each balance sheet date. As of each balance sheet date, the Company classifies available-for-sale securities with remaining contractual maturities of more than one year as long-term investments, and those with remaining contractual maturities of one year or less as short-term investments. Unrealized gains and losses are excluded from earnings and are reported as a component of comprehensive loss. Realized gains and losses and declines in fair value judged to be other than temporary, if any, on available-for-sale securities are included in interest and other income, net. The cost of securities sold is based on the specific-identification method. Interest on marketable securities is included in interest and other income, net. |
Restricted Cash | Restricted Cash Restricted cash consists of money market funds held by the Company’s financial institution as collateral for the Company’s obligations under its facility lease for the Company’s corporate headquarters in South San Francisco, California. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, investments and restricted cash. The Company invests in a variety of financial instruments and, by its policy, limits these financial instruments to high credit quality securities issued by the U.S. government, U.S. government-sponsored agencies and highly rated banks and corporations, subject to certain concentration limits. The Company’s cash, cash equivalents, investments and restricted cash are held by financial institutions in the United States that management believes are of high credit quality. Amounts on deposit may at times exceed federally insured limits. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Depreciation begins at the time the asset is placed in service. Maintenance and repairs are charged to operations as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation is removed from the balance sheet and the resulting gain or loss is reflected in operations. The useful lives of property and equipment are as follows: Research and development equipment 5 years Furniture and office equipment 5 years Computer equipment 3 years Software 3 years Leasehold improvements Shorter of remaining lease term or estimated useful life |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates its long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. The Company has not recorded impairment of any long-lived assets during any of the periods presented. |
Warrant Liabilities | Warrant Liabilities The Company accounts for its warrants for the issuance of common stock in accordance with ASC 480, Distinguishing Liabilities from Equity (Topic 480), or ASC 480. Because the warrants do not meet the criteria for equity classification, the warrants are recorded as liabilities in the accompanying consolidated balance sheet and are measured at fair value with gains or losses recognized in the consolidated statement of operations. The Company will continue to adjust the liabilities for changes in fair value until the earlier of the exercise or expiration of the warrants. The Company classifies warrant liabilities with contractual terms remaining of more than one year as long-term liabilities and those with contractual terms remaining of one year or less as current liabilities. |
Revenue Recognition | Revenue Recognition The Company records revenue in accordance with Accounting Standards Codification, or ASC No. 2014-09, Revenue from Contracts with Customers (Topic 606), or ASC 606. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company has a collaboration and license agreement with Incyte Corporation, or the Incyte Collaboration Agreement, and a license agreement with Antengene Corporation, Ltd., or the Antengene License Agreement, that are within the scope of ASC 606, under which the Company licenses certain rights to its product candidates. The terms of these arrangements include payment to the Company of non-refundable, upfront license fees, and potential development, regulatory and sales milestones, and sales royalties. Each of these payments results in collaboration or license revenue, except for revenues from royalties on net sales of licensed products, which would be classified as royalty revenues. On September 23, 2022, Incyte notified the Company of its intent to terminate for convenience the Incyte Collaboration Agreement, effective on December 28, 2022. No material early termination penalties were payable by either party. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under its agreement, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. As part of the accounting for these arrangements, the Company must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the contract. Licenses of Intellectual Property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promised goods or services, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, upfront fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone Payments: At the inception of each arrangement that includes development, regulatory or commercial milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received or the underlying activity has been completed. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenue in the period of adjustment. Royalties: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty that has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its licensing arrangements. Contract Balances Upfront payments and fees are recorded as deferred revenue upon receipt or when due, and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less. The Company had no contract assets or contract liabilities during the years ended December 31, 2 0 22, 2021 and 2020. For the years ended December 31, 2022, 2021 and 2020, the Company did no t recognize any revenue from performance obligations satisfied in previous periods. |
Awards | Awards The Company assesses at the inception of award agreements whether the agreement is a liability. If the Company is obligated to repay funds received regardless of the outcome of the related research and development activities, then the Company is required to estimate and recognize a liability for this obligation. Alternatively, if the Company is not required to repay the funds, then payments received are recorded as contra research and development expense in the consolidated statement of operations as expenses are incurred. If payment criteria has been met and allowable expenses have been incurred, but not received at the balance sheet date, the amount of the receivable is included in receivables from collaborations in the consolidated balance sheet . |
Accrued Research and Development Costs | Accrued Research and Development Costs The Company records accrued liabilities for estimated costs of research and development activities conducted by third-party service providers, which include the conduct of preclinical and clinical studies, and contract manufacturing activities. The Company records the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced, and includes these costs in accrued and other liabilities in the consolidated balance sheets and within research and development expense in the consolidated statements of operations. These costs are a significant component of the Company’s research and development expenses. The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with agreements established with its third-party service providers under the service agreements. The Company makes significant judgments and estimates in determining the accrued liabilities balance in each reporting period. As actual costs become known, the Company adjusts its accrued liabilities. The Company has not experienced any material differences between accrued costs and actual costs incurred, including as a result of the close out of its clinical activities related to the Plan of Dissolution. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred and consist of salaries and benefits, stock-based compensation expense, laboratory supplies, manufacturing costs, and allocated facility costs, as well as fees paid to third parties that conduct certain research and development activities on the Company’s behalf. Costs associated with development activities performed under the collaboration agreements and awards are included in research and development expenses, with any reimbursement of costs reflected as a reduction of such expenses. Nonrefundable advance payments for goods or services to be rendered in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed. |
Acquisitions | Acquisitions The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transactions should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen test is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the requirements of a business in which case the transaction is accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date, and that the fair value of acquired intangibles be recorded on the balance sheet. If the transaction is accounted for under the acquisition method of accounting, the Company expenses the transaction costs as incurred, and any excess of the purchase price over the assigned fair value of the net assets acquired is recorded as goodwill. In connection with acquisitions, contingent consideration can be earned by the sellers upon completion of certain future performance milestones. In these cases, a liability is recorded on the acquisition date, as a component of accrued liabilities and/or other long-term liabilities, for an estimate of the acquisition date fair value of the contingent consideration. The Company accounts for an asset acquisition under ASC, Business Combinations Topic 805 , which requires the acquiring entity in an asset acquisition to recognize net assets based on the cost to the acquiring entity on a relative fair value basis, which includes transaction costs in addition to consideration paid. Goodwill is not recognized in an asset acquisition, and excess consideration transferred over the fair value of the net assets acquired is allocated to the non-monetary identifiable assets based on relative fair values. Acquired in-process research and development expense, or IPR&D, is expensed on the acquisition date if there is no alternative future use. Contingent consideration payments in asset acquisitions are recognized when the contingency is resolved and the consideration is paid or becomes payable (unless the contingent consideration meets the definition of a derivative, in which case the amount becomes part of the basis in the asset acquired). Upon recognition of the contingent consideration payment, the amount is included in the cost of the acquired asset or group of assets. |
Leases | Leases The Company accounts for its leases under ASC No. 2016-02, Leases (Topic 842), or ASC 842. Operating lease right-of-use, or ROU, assets and lease liabilities are recognized at commencement and are recorded for leases with durations greater than 12 months. ROU assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company estimates an incremental borrowing rate based on the information available at commencement date, in determining the present value of lease payments. The operating lease ROU asset also includes lease incentives. Lease expense is recognized on a straight-line basis over the lease term. The Company elected to not separate lease components and non-lease components for its long-term facility lease. Variable lease payments include lease operating expenses . |
Stock-Based Compensation | Stock-Based Compensation The Company maintains various stock incentive plans under which stock options and restricted stock awards are granted to employees, non-employee directors of the board, and non-employees. The Company also has an employee stock purchase plan for all eligible employees. Stock options and stock purchased under the employee stock purchase plan, are recorded at fair value as of the grant date using the Black-Scholes option-pricing model. Restricted stock awards are measured at grant date fair value, at the market price of the Company’s common stock on the grant date. The Company has elected to account for forfeitures as they occur. The Company records stock-based compensation expense related to the service-based instruments ratably over the employee, director, or non-employees’ respective requisite service period (generally the vesting period). For performance-based stock awards with vesting conditioned on the achievement of certain strategic milestones, stock-based compensation expense is recognized over the period from the date the performance condition is determined to be probable of occurring through the date the applicable condition is expected to be met. If the performance condition is not considered probable of being achieved, no stock-based compensation expense is recognized until such time as the performance condition is considered probable of being met, if at all. If the assessment of the probability of the performance condition being met changes, the impact of the change in estimate would be recognized in the period of the change. |
Offering Costs Associated with Public Offering and Accompanying Warrants | Offering Costs Associated with Public Offering and Accompanying Warrants Offering costs incurred in connection with the April 1, 2022 public offering and the issuance of accompanying warrants of approximately $ 1.5 million, consisted principally of underwriter discounts, commissions and offering costs. These expenses were allocated to the common stock and the warrants based on the allocated proceeds in the amount equal to their respective fair values as of the initial measurement date. |
Income Taxes | Income Taxes The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Since realization of the Company’s deferred tax assets is dependent upon the Company generating future taxable income, the timing and amount of which are uncertain, the net deferred tax assets have been fully offset by a valuation allowance. The Company recognizes benefits of uncertain tax positions if it is more likely than not that such positions will be sustained upon examination based solely on their technical merits, as the largest amount of benefit that is more likely than not to be realized upon the ultimate settlement. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period without consideration of common stock equivalents. Diluted net loss per share attributable to common stockholders is computed by dividing net loss by the weighted-average number of common equivalent shares outstanding for the period. Diluted net loss per share includes any dilutive impact from outstanding stock options, stock awards, and warrants using the treasury stock method and the dilutive impact of the Series A preferred stock using the if-converted method. The Ser ies A preferred stock is considered a participating security as the holders may receive dividends with common stock, when and if declared for common stock, on an as-if-converted basis. The Company has applied the two-class method to consider the impact of the Series A preferred shares on the calculation of basic and diluted earnings per share. |
Accounting Pronouncement Not Yet Adopted | Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, or ASU 2016-13 . The updated accounting guidance requires changes to the recognition of credit losses on financial instruments not accounted for at fair value through net income. In May 2019, the FASB issued ASU No. 2019-05, Targeted Transition Relief , which provides transition guidance to entities that elect the fair value option for eligible instruments. In November 2019, the FASB issued ASU 2019-10 which extends the effective date of the standards for smaller reporting companies to interim and annual periods beginning after December 15, 2022. These standards require using a modified retrospective approach with the cumulative effect recognized as an adjustment to retained earnings. A prospective transition approach is required for debt securities that have recognized an other-than-temporary impairment prior to the effective date. For the Company’s financial instruments, the Company is required to use a forward-looking “expected” credit loss model instead of an “incurred” credit loss model, which will generally result in earlier recognition of allowances for credit losses. The Company adopted this standard effective January 1, 2023 and there was no impact on its consolidated financial statements and disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Useful Lives of Property and Equipment | The useful lives of property and equipment are as follows: Research and development equipment 5 years Furniture and office equipment 5 years Computer equipment 3 years Software 3 years Leasehold improvements Shorter of remaining lease term or estimated useful life |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair Value of Financial Assets and Liabilities | The following table sets forth the fair value of the Company’s financial assets and liabilities, allocated into Level 1, Level 2 and Level 3, that was measured on a recurring basis (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Financial Assets: Money market funds $ 25,092 $ — $ — $ 25,092 Total financial assets $ 25,092 $ — $ — $ 25,092 Financial Liabilities: Short-term warrants $ — $ — $ 22 $ 22 Long-term warrants — — 758 758 Total financial liabilities $ — $ — $ 780 $ 780 December 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets: Money market funds $ 56,337 $ — $ — $ 56,337 Total financial assets $ 56,337 $ — $ — $ 56,337 |
Schedule of Changes in Fair Value of the Level 3 Warrant Liabilities | The following table presents the changes in the fair value of the Level 3 warrant liabilities (in thousands): Short-Term Long-Term Warrants Warrants Total Initial fair value measurement on April 1, 2022 $ 793 $ 2,409 $ 3,202 Change in valuation ( 771 ) ( 1,651 ) ( 2,422 ) Fair value as of December 31, 2022 $ 22 $ 758 $ 780 |
Warrants | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Schedule of Estimated Fair Value For The Warrants Black-Scholes Model | The Company estimated the fair value for the warrants using a Black-Scholes model. The warrants are classified as Level 3 due to the use of unobservable inputs. The key inputs into the Black-Scholes model for the warrants were as follows: Fair Value Inputs for the Warrants April 1, 2022 Input (Initial Measurement) December 31, 2022 Short-term warrants: Risk-free interest rate 2.07 % 4.69 % Term in years 1.5 years 0.75 years Expected volatility 48.3 % 65.0 % Exercise price per share of common stock $ 10.80 $ 10.80 Stock price $ 7.34 $ 3.26 Long-term warrants: Risk-free interest rate 2.53 % 4.03 % Term in years 5 years 4.25 years Expected volatility 48.3 % 65.0 % Exercise price per share of common stock $ 10.80 $ 10.80 Stock price $ 7.34 $ 3.26 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of Available-for-Sale Securities | Cash equivalents, all of which are classified as available-for-sale securities, and restricted cash consisted of the following (in thousands): December 31, 2022 December 31, 2021 Cost Unrealized Gain Unrealized (Loss) Estimated Fair Value Cost Unrealized Gain Unrealized (Loss) Estimated Fair Value Money market funds $ 25,092 $ — $ — $ 25,092 $ 56,337 $ — $ — $ 56,337 $ 25,092 $ — $ — $ 25,092 $ 56,337 $ — $ — $ 56,337 Classified as: Cash equivalents $ 24,822 $ 56,067 Restricted cash 270 270 Total cash equivalents and $ 25,092 $ 56,337 |
Schedule of Property and Equipment Net | Property and equipment, net consist of the following (in thousands): December 31, 2022 2021 Research and development equipment $ 2,015 $ 1,882 Furniture and office equipment 167 167 Computer equipment 471 487 Software 80 80 Leasehold improvements 1,234 1,234 Total property and equipment 3,967 3,850 Less: accumulated depreciation ( 3,533 ) ( 3,294 ) Property and equipment, net $ 434 $ 556 |
Summary of Accrued and Other Liabilities | Accrued and other liabilities consist of the following (in thousands): December 31, 2022 2021 Accrued clinical and manufacturing expenses $ 2,315 $ 5,086 Accrued payroll and related expenses 1,794 3,283 Current portion of lease liability 1,530 1,374 Accrued preclinical research expenses 486 413 Accrued professional and consulting expenses 340 155 Other 193 45 Total accrued and other liabilities $ 6,658 $ 10,356 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Components of Net Operating Lease Costs Included in Consolidated Statement of Operations | The components of net operating lease costs included in the consolidated statement of operations for the year December 31, 2022, 2021 and 2020, were as follows (in thousands): Year Ended December 31, Operating Lease Costs: 2022 2021 2020 Straight-line rent expense related to $ 1,302 $ 1,461 $ 2,177 Variable rent expense related to 1,125 1,012 1,509 Sublease income — — ( 187 ) Variable sublease income — — ( 93 ) Net operating lease costs $ 2,427 $ 2,473 $ 3,406 |
Supplemental Balance Sheet Information Related to Company's Operating Lease | Supplemental balance sheet information related to the Company’s operating lease were as follows (in thousands): December 31, Operating Lease Liability: 2022 2021 Current portion included in accrued and other liabilities $ 1,530 $ 1,374 Noncurrent operating lease liability 136 1,666 Total operating lease liability $ 1,666 $ 3,040 |
Summary of Maturities of the Company's Lease Liability | The maturities of the Company’s lease liability as of December 31, 2022, were as follows (in thousands): Year ending December 31: 2023 $ 1,593 2024 136 Total lease payments 1,729 Less: interest ( 63 ) Present value of lease liability $ 1,666 |
Takeda Asset Purchase and Sto_2
Takeda Asset Purchase and Stock Purchase Agreements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Series A Convertible Preferred Stock | |
Business Acquisition [Line Items] | |
Summary of Fair Value of Preferred Stock Using Black-Scholes Option-pricing Model | Pursuant to the APA, in October 2021, the Company paid Millennium an upfront payment of $ 10.0 million in cash and issued to Millennium 1,000,000 shares of its Series A convertible preferred stock as referenced below. In determining the total purchase consideration paid to Millennium, the Series A convertible preferred stock shares were classified as level 3 in the valuation hierarchy due to the presence of significant unobservable inputs, and were valued upon issuance at $ 40.9 mil lion using the Black-Scholes option-pricing model and the following assumptions: Description Credit spread 12.4 % Allowance for counterparty credit risk of the Company given the liquidation preference and obligation to issue more shares as the stock price decreases Expected term 0.7 years Weighted average remaining term, as determined upon issuance date Volatility 55 % Based on the Company's trading history for its common stock over the estimated term to the Mandatory Pricing Date (as defined below) Risk-free interest rate 0.08 % Based on the U.S. constant maturity treasury yield curve at the time of issuance over the expected term Common stock price $ 40.80 The Company's closing common stock price on October 15, 2021 (as adjusted for the Reverse Stock Split) The new Series A preferred stock was recorded at $ 22.3 million and was classified as level 3 in the valuation hierarchy due to the presence of significant unobservable inputs. The new Series A preferred stock was valued at the time of the amendment using the Black-Scholes options-pricing model and the following key assumptions: Description Credit spread 22.4 % Allowance for counterparty credit risk of the Company given the liquidation preference and obligation to issue more shares as the stock price decreases Expected term 0.9 years Weighted average remaining term, as determined upon the amendment date Volatility 55 % Blended volatility Risk-free interest rate 1.95 % Based on the U.S. constant maturity treasury yield curve at the time of the amendment over the expected term Common stock price $ 4.44 The Company's closing common stock price on May 23, 2022 (as adjusted for the Reverse Stock Split) |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Stock Option Activity | The following summarizes option activity (in thousands, except price per option data): Options Outstanding Number of Shares Underlying Outstanding Options Weighted-Average Exercise Price per Option Aggregate Outstanding — December 31, 2021 416 $ 123.57 Options granted 158 $ 8.25 Options cancelled ( 118 ) $ 105.86 Outstanding — December 31, 2022 456 $ 88.24 $ — Exercisable — December 31, 2022 272 $ 127.45 $ — Vested and expected to vest — December 31, 2022 456 $ 88.24 $ — |
Summary of Restricted Stock Unit Activity | A summary of restricted stock unit activity was as follows (in thousands, except weighted-average grant-date fair value and contractual term amounts): Stock Awards (PSUs and RSUs) Shares Weighted- Weighted- Aggregate Outstanding — December 31, 2021 35 $ 57.24 PSUs and RSUs — Awarded 1 $ 10.15 PSUs and RSUs — Vested ( 18 ) $ 58.46 PSUs and RSUs — Cancelled ( 4 ) $ 56.52 Outstanding — December 31, 2022 14 $ 53.61 1.16 $ 47 |
Estimated Fair Value of Stock Option Awards to Employees Using a Black-Scholes Option Pricing Model | The fair value of stock option awards was estimated using a Black-Scholes option-pricing model with the following assumptions: Year Ended December 31, 2022 2021 2020 Expected term 5.3 ─ 6.1 years 5.3 ─ 6.1 years 5.3 ─ 6.1 years Volatility 86.2 % ─ 95.1 % 81.9 % ─ 88.0 % 85.2 % ─ 89.8 % Risk-free interest rate 1.6 % ─ 2.9 % 0.63 % ─ 1.36 % 0.31 % ─ 1.69 % Expected dividend rate ─% ─% ─% |
Employee Stock Purchase Plan | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Stock-based Compensation Expense Recognized | Total stock-based compensation expense recognized related to the ESPP was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Research and development $ 24 $ 115 $ 343 General and administrative 6 44 108 Total stock-based compensation $ 30 $ 159 $ 451 |
Estimated Fair Value of Stock Offered | The Company used the following assumptions to estimate the fair value of stock offered under the ESPP for the years ended December 31, 2022, 2021, and 2020: Year Ended December 31, 2022 2021 2020 Expected term 0.50 years 0.50 years 0.24 ─ 0.50 years Volatility 109.3 % ─ 142.9 % 103.1 % ─ 126.6 % 54.3 % ─ 125.5 % Risk-free interest rate 2.25 % ─ 4.78 % 0.04 % ─ 0.11 % 0.08 % ─ 1.59 % Expected dividend rate ─% ─% ─% |
2010 Plan, 2014 Plan and 2018 Inducement Plan | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Stock-based Compensation Expense Recognized | Total stock-based compensation recognized related to the 2010 Plan, 2014 Plan and 2018 Inducement Plan was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Research and development $ 1,792 $ 5,462 $ 3,742 General and administrative 2,208 4,643 3,867 Total stock-based compensation $ 4,000 $ 10,105 $ 7,609 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Domestic and Foreign Components of Loss Before Provision for Income Tax | The domestic and foreign components of loss before provision for income tax are as follows (in thousands ): Year Ended December 31, 2022 2021 2020 Domestic $ ( 39,650 ) $ ( 115,088 ) $ ( 90,137 ) Foreign — — — Total $ ( 39,650 ) $ ( 115,088 ) $ ( 90,137 ) |
Schedule of Effective Tax Rate For Provision of Income Tax Differs to Federal Statutory Rate | The effective tax rate of the provision for income taxes differs from the federal statutory rate as follows: Year Ended December, 31 2022 2021 2020 Federal statutory income tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit — — — Federal and state tax credits, net of reserves 3.3 1.8 2.7 Stock-based compensation ( 1.1 ) ( 0.6 ) ( 0.7 ) Change in fair value of warrants 1.3 — — Other permanent differences ( 1.3 ) ( 0.3 ) ( 0.1 ) Change in valuation allowance ( 23.2 ) ( 21.9 ) ( 22.9 ) 0 % 0 % 0 % |
Schedule of Components of Deferred Tax Assets and Liability | The components of the deferred tax assets and liability are as follows (in thousands): Year Ended December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 89,381 $ 85,417 Tax credits, net of reserves 15,266 13,965 Accrued liabilities 304 678 Stock-based compensation 4,562 4,904 Operating lease liability 350 638 Fixed and intangible assets 10,217 10,765 Capitalized research & development expenses 5,135 — Gross deferred tax assets 125,215 116,367 Valuation allowance ( 124,932 ) ( 115,847 ) Total deferred tax assets 283 520 Deferred tax liability: Operating lease right-of-use asset ( 283 ) ( 520 ) Total deferred tax liability ( 283 ) ( 520 ) Net deferred tax assets (liability) $ — $ — |
Schedule of Companies Unrecognized Tax Benefits | As of December 31, 2022, the Company’s total unrecognized tax benefit w as $ 9.1 million, of which none of the tax benefit, if recognized, would affect the effective income tax rate due to the valuation allowance that currently offsets deferred tax assets. A reconciliation of the Company’s unrecognized tax benefits for the years ended December 31, 2022, 2021, and 2020 is as follows (in thousands): Year Ended December 31, 2022 2021 2020 Balance at beginning of year $ 8,401 $ 7,272 $ 5,993 Decreases related to prior year tax positions ( 5 ) — ( 24 ) Additions based on tax positions related to current year 707 1,129 1,303 Balance at end of year $ 9,103 $ 8,401 $ 7,272 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The computation of basic and diluted net loss per share attributable to common stockholders is as follows (in thousands, except for per share data): December 31, 2022 2021 2020 Numerator: Net loss $ ( 39,650 ) $ ( 115,088 ) $ ( 90,137 ) Adjustment to reflect deemed contribution from 18,360 — — Net loss attributable to common ( 21,290 ) ( 115,088 ) ( 90,137 ) Adjustment to reflect assumed conversion of Series A ( 18,360 ) — — Net loss attributable to common stockholders - diluted $ ( 39,650 ) $ ( 115,088 ) $ ( 90,137 ) Denominator: Weighted-average common stock outstanding - basic 4,633 3,693 3,441 Effect of potentially dilutive Series A preferred stock 359 — — Weighted average common and potentially issuable 4,992 3,693 3,441 Basic net loss per share attributable to common $ ( 4.60 ) $ ( 31.16 ) $ ( 26.20 ) Diluted net loss per share attributable to common $ ( 7.94 ) $ ( 31.16 ) $ ( 26.20 ) |
Common Stock Excluded from Calculation of Diluted Net Loss Per Share | Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands): December 31, 2022 2021 2020 Options to purchase common stock 456 416 431 Employee stock plan purchases 10 2 1 Employee restricted stock units 14 35 — Warrants to purchase common stock 1,852 — — Conversion of Series A preferred — 857 — Total 2,332 1,310 432 |
Organization and Basis of Pre_2
Organization and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Jun. 14, 2022 $ / shares shares | Dec. 31, 2022 USD ($) Segment $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Jun. 13, 2022 shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
State of incorporation | DE | ||||
Date of incorporation | Mar. 09, 2010 | ||||
Number of operating segments | Segment | 1 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding | shares | 4,868,000 | 3,857,000 | |||
Cash and cash equivalents | $ 25,451 | $ 59,537 | |||
Accumulated deficit | 512,616 | 491,326 | |||
Loss from continuing operations | (39,650) | (115,088) | $ (90,137) | ||
Cash used in operations | $ (43,608) | $ (66,300) | $ (84,312) | ||
Common Stock | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Reverse stock split of common stock ratio | On that date, every 20 issued and outstanding shares of the Company's common stock automatically converted into one outstanding share of common stock. | ||||
Reverse stock split of common stock outstanding ratio | 20 | ||||
Common stock, shares outstanding | shares | 4,865,036 | 97,300,826 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Apr. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Contract assets | $ 0 | $ 0 | $ 0 | |
Contract liabilities | 0 | 0 | 0 | |
Offering costs incurred with public offering and the issuance of warrants | $ 1,500,000 | |||
Revenue recognized from performance obligations satisfied in previous periods | 0 | $ 0 | $ 0 | |
Interest or penalties charged relation to unrecognized tax benefits | $ 0 | |||
Long-term Investments | Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Remaining contractual maturities of available-for-sale-securities | more than one year | |||
Short-term Investments | Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Remaining contractual maturities of available-for-sale-securities | one year or less | |||
ASU 2019-05 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||
Change in accounting principle, accounting standards update, adopted date | Jan. 01, 2023 | |||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Research and Development Equipment | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Office Equipment | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Computer Equipment | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Software | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | Shorter of remaining lease term or estimated useful life |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Apr. 01, 2022 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value Assets Level1 To Level2 Transfers Amount | $ 0 | |
Fair Value Assets Level2 To Level1 Transfer Amount | 0 | |
Fair Value Liabilities Level1 To Level2 Transfer Amount | 0 | |
Fair Value Liabilities Level2 To Level1 Transfer Amount | $ 0 | |
Black-Scholes value percentage | 100% | |
Underwriting Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Sale of Stock, Price Per Share | $ 10.80 | |
Gross proceeds from issuance of public offering before underwriting discounts and commissions and estimated offering expenses | $ 10,000,000 | |
Common Stock | Underwriting Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Number of shares issued and sold | 925,925 | |
Short-term Warrants | Underwriting Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants to purchase common stock | 925,925 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10.80 | |
Warrants term | 18 months | |
Long-term Warrants | Underwriting Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants to purchase common stock | 925,925 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10.80 | |
Warrants term | 5 years |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Financial Assets and Liabilities (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 25,092 | $ 56,337 |
Total financial liabilities | 780 | |
Short-term Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 22 | |
Long-term Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 758 | |
Money market funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 25,092 | 56,337 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 25,092 | 56,337 |
Level 1 | Money market funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 25,092 | $ 56,337 |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 780 | |
Level 3 | Short-term Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 22 | |
Level 3 | Long-term Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | $ 758 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Estimated Fair Value For The Warrants Black-Scholes Model (Details) - $ / shares | 12 Months Ended | |
Apr. 01, 2022 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Share Price | $ 3.26 | |
Short-term Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Risk-free interest rate | 2.07% | 4.69% |
Term in years | 1 year 6 months | 9 months |
Expected volatility | 48.30% | 65% |
Exercise price per share of common stock | $ 10.80 | $ 10.80 |
Share Price | $ 7.34 | $ 3.26 |
Long-term Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Risk-free interest rate | 2.53% | 4.03% |
Term in years | 5 years | 4 years 3 months |
Expected volatility | 48.30% | 65% |
Exercise price per share of common stock | $ 10.80 | $ 10.80 |
Share Price | $ 7.34 | $ 3.26 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Fair Value of the Level 3 Warrant Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Apr. 01, 2022 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Initial fair value measurement on April 1, 2022 | $ 3,202 | |
Change in valuation | $ (2,422) | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | |
Fair value as of December 31, 2022 | $ 780 | |
Short-term Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Initial fair value measurement on April 1, 2022 | 793 | |
Change in valuation | (771) | |
Fair value as of December 31, 2022 | 22 | |
Long-term Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Initial fair value measurement on April 1, 2022 | $ 2,409 | |
Change in valuation | (1,651) | |
Fair value as of December 31, 2022 | $ 758 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Available-for-sale Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Available For Sale Securities [Line Items] | ||
Cost | $ 25,092 | $ 56,337 |
Estimated Fair Value | 25,092 | 56,337 |
Money market funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost | 25,092 | 56,337 |
Estimated Fair Value | 25,092 | 56,337 |
Restricted Cash | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Estimated Fair Value | 270 | 270 |
Cash Equivalents | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Estimated Fair Value | $ 24,822 | $ 56,067 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |||
Realized gains (losses) on available-for-sale securities | $ 0 | ||
Unrealized losses on cash equivalents | 0 | ||
Cash, cash equivalents, and restricted cash | 25,700,000 | ||
Cash portion included in cash, cash equivalents and restricted cash | 600,000 | ||
Cash equivalents and restricted cash | 25,100,000 | ||
Property and equipment depreciation expense | $ 300,000 | $ 300,000 | $ 400,000 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary 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 | $ 3,967 | $ 3,850 |
Less: accumulated depreciation | (3,533) | (3,294) |
Property and equipment, net | 434 | 556 |
Research and Development Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 2,015 | 1,882 |
Furniture and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 167 | 167 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 471 | 487 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 80 | 80 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 1,234 | $ 1,234 |
Balance Sheet Components - Su_3
Balance Sheet Components - Summary of Accrued and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued clinical and manufacturing expenses | $ 2,315 | $ 5,086 |
Accrued payroll and related expenses | 1,794 | 3,283 |
Current portion of lease liability | 1,530 | 1,374 |
Accrued preclinical research expenses | 486 | 413 |
Accrued professional and consulting expenses | 340 | 155 |
Other | 193 | 45 |
Total accrued and other liabilities | $ 6,658 | $ 10,356 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 12 Months Ended | 97 Months Ended | |||||
Mar. 09, 2021 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2017 USD ($) | Mar. 07, 2021 USD ($) ft² | Mar. 08, 2021 USD ($) ft² | |
Gain Contingencies [Line Items] | |||||||
Operating lease, description | The Company has a non-cancelable facility lease agreement, or the Lease, for office and laboratory facilities in South San Francisco, California, with a remaining lease term of 1.1 years, through January 2024, and a two-year renewal option prior to expiration. | ||||||
Remaining lease term | 1 year 1 month 6 days | ||||||
Operating lease, renewal term | 2 years | ||||||
Payments for tenant improvements | $ 499,900 | ||||||
Sublease, description | Company had a non-cancelable sublease agreement for a portion of its facilities through February 2020. | ||||||
Incremental borrowing rate | 7.50% | 9% | |||||
Rentable area | ft² | 54,000 | 34,000 | |||||
Lease security deposit available in existing letter of credit | $ 270,000 | $ 270,000 | $ 440,000 | $ 270,000 | |||
Cash paid for amounts included in the measurement of the lease liabilities | $ 1,500,000 | 1,500,000 | $ 2,100,000 | ||||
Interest and Other Income, Net | |||||||
Gain Contingencies [Line Items] | |||||||
Gain recognized due to difference between reduced lease liability and reduction in operating lease right of use asset | $ 400,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Components of Net Operating Lease Costs Included in Consolidated Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Lease Costs: | |||
Straight-line rent expense related to facility operating lease | $ 1,302 | $ 1,461 | $ 2,177 |
Variable rent expense related to operating lease | 1,125 | 1,012 | 1,509 |
Sublease income | (187) | ||
Variable sublease income | (93) | ||
Net operating lease costs | $ 2,427 | $ 2,473 | $ 3,406 |
Commitments and Contingencies_3
Commitments and Contingencies - Supplemental Balance Sheet Information Related to Company's Operating Lease (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Lease Liability: | ||
Current portion included in accrued and other liabilities | $ 1,530 | $ 1,374 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued and other liabilities | Accrued and other liabilities |
Noncurrent operating lease liability | $ 136 | $ 1,666 |
Total operating lease liability | $ 1,666 | $ 3,040 |
Commitments and Contingencies_4
Commitments and Contingencies - Summary of Maturities of the Company's Lease Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Lease Liabilities Payments Due [Abstract] | ||
2023 | $ 1,593 | |
2024 | 136 | |
Total lease payments | 1,729 | |
Less: interest | (63) | |
Present value of lease liability | $ 1,666 | $ 3,040 |
Takeda Asset Purchase and Sto_3
Takeda Asset Purchase and Stock Purchase Agreements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
May 23, 2022 | Oct. 18, 2021 | Oct. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 01, 2022 | May 22, 2022 | |
Business Acquisition [Line Items] | |||||||
Preferred stock, shares issued | 1,000,000 | 0 | |||||
Preferred stock, value, issued | $ 22,342 | ||||||
Research and development related to asset acquisition | $ 50,875 | ||||||
Stock price | $ 3.26 | ||||||
Issuance costs | 173 | ||||||
Dividends | $ 0 | ||||||
Mandatory Conversion | |||||||
Business Acquisition [Line Items] | |||||||
Qualified financing amount for conversion of preferred stock | $ 40,000 | ||||||
Maximum weighted average price per share | $ 40.80 | ||||||
Qualified financing mandatory conversion maximum number of shares | 857,843 | ||||||
Series A Convertible Preferred Stock | |||||||
Business Acquisition [Line Items] | |||||||
Preferred stock, value, issued | $ 22,300 | ||||||
Difference in fair value of the consideration transferred | $ 18,400 | ||||||
Issuance costs | $ 200 | ||||||
Redemption rights | 0 | ||||||
Issuance of fair value | $ 40,900 | ||||||
Series A Convertible Preferred Stock | ASC 480-10-S99-3A | |||||||
Business Acquisition [Line Items] | |||||||
Preferred stock, value, issued | $ 40,900 | ||||||
Series A Convertible Preferred Stock | Level 3 | |||||||
Business Acquisition [Line Items] | |||||||
Preferred stock, value, issued | $ 22,300 | ||||||
Series A Convertible Preferred Stock | Preferred Stock Purchase Agreement | |||||||
Business Acquisition [Line Items] | |||||||
Shareholders approved issuance percentage more than issued and outstanding shares | 20% | ||||||
Series A Convertible Preferred Stock | Preferred Stock Purchase Agreement | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Convertible Preferred Stock, initially convertible into approximately 857,843 shares of common stock | 6,644,014 | ||||||
Series A Convertible Preferred Stock | Mandatory Conversion | |||||||
Business Acquisition [Line Items] | |||||||
Maximum weighted average price per share | $ 40.80 | ||||||
Convertible Preferred Stock, initially convertible into approximately 857,843 shares of common stock | 857,843 | ||||||
Number of trading days | 30 days | ||||||
Series A Convertible Preferred Stock | Optional Conversion | |||||||
Business Acquisition [Line Items] | |||||||
Maximum weighted average price per share | $ 40.80 | ||||||
Qualified financing mandatory conversion maximum number of shares | 857,843 | ||||||
Millennium | Takeda Asset Purchase Agreement | |||||||
Business Acquisition [Line Items] | |||||||
Upfront Payment Paid | $ 10,000 | ||||||
Clinical development, regulatory and sales milestone payments | 470,000 | ||||||
Asset acquisition, total consideration transferred | 50,900 | ||||||
Asset acquisition, cash payment | $ 10,000 | ||||||
Millennium | Series A Convertible Preferred Stock | Takeda Asset Purchase Agreement | |||||||
Business Acquisition [Line Items] | |||||||
Preferred stock, shares issued | 1,000,000 | ||||||
Asset acquisition, consideration transferred, estimated fair value of shares | $ 40,900 | ||||||
Millennium | Series A Convertible Preferred Stock | Takeda Asset Purchase Agreement | Level 3 | |||||||
Business Acquisition [Line Items] | |||||||
Preferred stock, value, issued | $ 40,900 | ||||||
Millennium | Series A Preferred Stock | Preferred Stock Purchase Agreement | |||||||
Business Acquisition [Line Items] | |||||||
Preferred stock, shares issued | 1,000,000 | ||||||
Stock price | $ 40.80 | ||||||
Convertible Preferred Stock, initially convertible into approximately 857,843 shares of common stock | 857,843 |
Takeda Asset Purchase and Sto_4
Takeda Asset Purchase and Stock Purchase Agreements - Summary of Fair Value of Series A Convertible Preferred Stock Using Black-Scholes Option-pricing Model (Details) | 1 Months Ended | ||
May 23, 2022 $ / shares | Oct. 31, 2021 $ / shares | Dec. 31, 2022 $ / shares | |
Business Acquisition [Line Items] | |||
Stock price | $ 3.26 | ||
Series A Convertible Preferred Stock | Credit Spread | |||
Business Acquisition [Line Items] | |||
Measurement input | 0.224 | ||
Series A Convertible Preferred Stock | Credit Spread | Millennium | Millennium Asset Purchase Agreement | |||
Business Acquisition [Line Items] | |||
Measurement input | 0.124 | ||
Series A Convertible Preferred Stock | Expected Term | |||
Business Acquisition [Line Items] | |||
Expected term | 10 months 24 days | ||
Series A Convertible Preferred Stock | Expected Term | Millennium | Millennium Asset Purchase Agreement | |||
Business Acquisition [Line Items] | |||
Expected term | 8 months 12 days | ||
Series A Convertible Preferred Stock | Volatility | |||
Business Acquisition [Line Items] | |||
Measurement input | 0.55 | ||
Series A Convertible Preferred Stock | Volatility | Millennium | Millennium Asset Purchase Agreement | |||
Business Acquisition [Line Items] | |||
Measurement input | 0.55 | ||
Series A Convertible Preferred Stock | Risk-free Interest Rate | |||
Business Acquisition [Line Items] | |||
Measurement input | 0.0195 | ||
Series A Convertible Preferred Stock | Risk-free Interest Rate | Millennium | Millennium Asset Purchase Agreement | |||
Business Acquisition [Line Items] | |||
Measurement input | 0.0008 | ||
Series A Convertible Preferred Stock | Common Stock Price | |||
Business Acquisition [Line Items] | |||
Stock price | $ 4.44 | ||
Series A Convertible Preferred Stock | Common Stock Price | Millennium | Millennium Asset Purchase Agreement | |||
Business Acquisition [Line Items] | |||
Stock price | $ 40.80 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 29 Months Ended | |||||
Apr. 01, 2022 | Aug. 31, 2020 | Apr. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2022 | |
Class Of Stock [Line Items] | |||||||||
Net proceeds from sale of common stock | $ 1,137,000 | $ 10,664,000 | $ 7,397,000 | ||||||
Upon Exercise of Warrant | |||||||||
Class Of Stock [Line Items] | |||||||||
Percentage of common stock beneficial ownership interest limitation | 4.99% | ||||||||
Prior to Issuance of Warrants | |||||||||
Class Of Stock [Line Items] | |||||||||
Percentage of common stock beneficial ownership interest limitation | 9.99% | ||||||||
Underwriting Agreement | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock price per share | $ 10.80 | ||||||||
Gross proceeds from issuance of public offering before underwriting discounts and commissions and estimated offering expenses | $ 10,000,000 | ||||||||
Net proceeds from issuance of public offering after underwriting discounts and commissions and estimated offering expenses | $ 8,500,000 | ||||||||
Common Stock | Underwriting Agreement | |||||||||
Class Of Stock [Line Items] | |||||||||
Number of shares issued and sold | 925,925 | ||||||||
Common Stock | Citigroup Global Markets, Inc | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock price per share | $ 125 | ||||||||
Short-term Warrants | Underwriting Agreement | |||||||||
Class Of Stock [Line Items] | |||||||||
Warrants to purchase common stock | 925,925 | ||||||||
Warrants to purchase common stock exercise price | $ 10.80 | ||||||||
Warrants term | 18 months | ||||||||
Long-term Warrants | Underwriting Agreement | |||||||||
Class Of Stock [Line Items] | |||||||||
Warrants to purchase common stock | 925,925 | ||||||||
Warrants to purchase common stock exercise price | $ 10.80 | ||||||||
Warrants term | 5 years | ||||||||
Underwriting Agreement | Citigroup Global Markets, Inc | |||||||||
Class Of Stock [Line Items] | |||||||||
Net proceeds from sale of common stock | $ 33,500,000 | ||||||||
Underwriting Agreement | Common Stock | Citigroup Global Markets, Inc | |||||||||
Class Of Stock [Line Items] | |||||||||
Number of shares issued and sold | 287,500 | ||||||||
Number of shares sold pursuant to the Underwriters' option to purchase additional shares | 37,500 | ||||||||
Common stock price per share | $ 117.60 | ||||||||
2019 ATM Program | Common Stock | Jefferies LLC | |||||||||
Class Of Stock [Line Items] | |||||||||
Number of shares issued and sold | 58,021 | ||||||||
Net proceeds from sale of common stock | $ 7,400,000 | ||||||||
Aggregate maximum offering price | $ 50,000,000 | ||||||||
Shares sold, average price per share | $ 130.20 | ||||||||
Gross proceeds from sale of common stock | $ 7,600,000 | ||||||||
2019 ATM Program | Common Stock | Jefferies LLC | Maximum | |||||||||
Class Of Stock [Line Items] | |||||||||
Percentage of sales commission on gross proceeds for common stock sold through sales agreement | 3% | ||||||||
March 2020 ATM Program | Common Stock | Jefferies LLC | |||||||||
Class Of Stock [Line Items] | |||||||||
Number of shares issued and sold | 262,250 | ||||||||
At-the-Market Offering | Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Number of shares issued and sold | 62,000 | 262,000 | 58,000 | ||||||
At-the-Market Offering | Common Stock | Jefferies LLC | |||||||||
Class Of Stock [Line Items] | |||||||||
Number of shares issued and sold | 61,690 | 323,960 | |||||||
Net proceeds from sale of common stock | $ 700,000 | $ 10,700,000 | |||||||
Aggregate maximum offering price | $ 75,000,000 | ||||||||
Shares sold, average price per share | $ 11.36 | $ 43.60 | |||||||
Gross proceeds from sale of common stock | $ 11,400,000 | ||||||||
Proceeds received from settlement of trades | $ 451,000 | ||||||||
Proceeds receivable from unsettled trades | $ 451,000 | ||||||||
At-the-Market Offering | Common Stock | Jefferies LLC | Maximum | |||||||||
Class Of Stock [Line Items] | |||||||||
Percentage of sales commission on gross proceeds for common stock sold through sales agreement | 3% |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | 99 Months Ended | |||||
Jan. 03, 2022 | Jan. 20, 2021 | Sep. 30, 2014 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2010 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Shares of common stock are subject to options outstanding | 456,000 | 416,000 | 456,000 | |||||
Common stock fair value | $ 3.26 | $ 3.26 | ||||||
Weighted-average grant date fair value of options | $ 6.05 | $ 2.07 | $ 5.09 | |||||
Total fair value of options vested | $ 5,400,000 | $ 9,400,000 | $ 6,900,000 | |||||
Aggregate intrinsic value of options exercised | $ 0 | 23,000 | $ 200,000 | |||||
Weighted-average remaining contractual term, exercisable options | 5 years 4 months 24 days | |||||||
Weighted-average remaining contractual term, vested and expected to vest options | 6 years 8 months 23 days | |||||||
Unrecognized compensation expense related to unvested awards | $ 4,300,000 | $ 4,300,000 | ||||||
Weighted-average remaining period to recognize compensation expense | 2 years 2 months 12 days | |||||||
Number of stock awards issued | 1,000 | |||||||
Grant date fair value of stock awards | $ 10.15 | |||||||
Number of stock vested | 18,000 | |||||||
Employee Stock Purchase Plan | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Equity compensation plan, common stock outstanding percentage | 1% | |||||||
Number of shares available for issuance | 40,819 | 40,819 | ||||||
Equity compensation plan, outstanding shares | 12,500 | |||||||
Percentage of discount through payroll deductions to eligible employees to purchase common stock | 15% | 15% | ||||||
Percentage of fair value of common stock | 85% | |||||||
Shares of common stock issued to employees | 60,013 | |||||||
RSUs | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Option vesting, year | 4 years | |||||||
Number of stock awards issued | 710 | 0 | ||||||
Annual stock awards vesting percentage | 25% | |||||||
Fair value of other than options vested | $ 1,000,000 | 3,200,000 | ||||||
Number of stock vested | 0 | |||||||
PSUs | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of stock awards issued | 80,378 | |||||||
Annual stock awards vesting percentage | 20% | |||||||
Stock awards vesting percentage upon achievement of two goals | 80% | |||||||
Grant date fair value of stock awards | $ 59.60 | |||||||
Expense related to PSUs | $ 6,000 | $ 3,900,000 | ||||||
2010 Equity Incentive Plan | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Percentage of voting rights | 10% | |||||||
Minimum exercise price of incentive stock options | 110% | |||||||
Option granted, year | 10 years | |||||||
Option vesting, year | 4 years | |||||||
Shares of common stock are subject to options outstanding | 13,500 | 13,500 | ||||||
2014 Equity Incentive Plan | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Option granted, year | 10 years | |||||||
Option vesting, year | 4 years | |||||||
Equity compensation plan, common stock outstanding percentage | 4% | |||||||
Common stock reserved for issuance | 664,600 | 664,600 | ||||||
Number of shares available for issuance | 197,200 | 197,200 | ||||||
2018 Inducement Plan | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Option granted, year | 10 years | |||||||
Option vesting, year | 4 years | |||||||
Common stock reserved for issuance | 50,000 | 50,000 | ||||||
Number of shares available for issuance | 48,000 | 48,000 |
Equity Incentive Plans - Summar
Equity Incentive Plans - Summary of Stock Option Activity (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Number of Options | |
Outstanding at Beginning balance | shares | 416 |
Options granted | shares | 158 |
Options cancelled | shares | (118) |
Outstanding at Ending balance | shares | 456 |
Exercisable at End of Period | shares | 272 |
Vested and expected to vest at End of Period | shares | 456 |
Weighted-Average Exercise Price Per Option | |
Outstanding at Beginning balance | $ / shares | $ 123.57 |
Options granted | $ / shares | 8.25 |
Options cancelled | $ / shares | 105.86 |
Outstanding at Ending balance | $ / shares | 88.24 |
Exercisable at End of Period | $ / shares | 127.45 |
Vested and expected to vest at End of Period | $ / shares | $ 88.24 |
Equity Incentive Plans - Summ_2
Equity Incentive Plans - Summary of Restricted Stock Unit Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding at Beginning balance | shares | 35 |
PSUs and RSUs - Awarded | shares | 1 |
PSUs and RSUs - Vested | shares | (18) |
PSUs and RSUs - Cancelled | shares | (4) |
Outstanding at Ending balance | shares | 14 |
Weighted-Average Grant-Date Fair Value | |
Outstanding at Beginning balance | $ / shares | $ 57.24 |
PSUs and RSUs - Awarded | $ / shares | 10.15 |
PSUs and RSUs - Vested | $ / shares | 58.46 |
PSUs and RSUs - Cancelled | $ / shares | 56.52 |
Outstanding at Ending balance | $ / shares | $ 53.61 |
Weighted-Average Remaining Contractual Term (Years) | |
Outstanding | 1 year 1 month 28 days |
Aggregate Intrinsic Value | |
Outstanding | $ | $ 47 |
Equity Incentive Plans - Summ_3
Equity Incentive Plans - Summary of Stock-based Compensation Expense Recognized (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation | $ 4,030 | $ 10,264 | $ 8,060 |
2010 Plan, 2014 Plan and 2018 Inducement Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation | 4,000 | 10,105 | 7,609 |
2010 Plan, 2014 Plan and 2018 Inducement Plan | Research and Development | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation | 1,792 | 5,462 | 3,742 |
2010 Plan, 2014 Plan and 2018 Inducement Plan | General and Administrative | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation | $ 2,208 | $ 4,643 | $ 3,867 |
Equity Incentive Plans - Estima
Equity Incentive Plans - Estimated Fair Value of Stock Option Awards to Employees Using a Black-Scholes Option Pricing Model (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Volatility, Minimum | 86.20% | 81.90% | 85.20% |
Volatility, Maximum | 95.10% | 88% | 89.80% |
Risk-free interest rate, Minimum | 1.60% | 0.63% | 0.31% |
Risk-free interest rate, Maximum | 2.90% | 1.36% | 1.69% |
Minimum | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Term in years | 5 years 3 months 18 days | 5 years 3 months 18 days | 5 years 3 months 18 days |
Maximum | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Term in years | 6 years 1 month 6 days | 6 years 1 month 6 days | 6 years 1 month 6 days |
Equity Incentive Plans - Summ_4
Equity Incentive Plans - Summary of ESPP Stock-based Compensation Expense Recognized (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation | $ 4,030 | $ 10,264 | $ 8,060 |
Employee Stock Purchase Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation | 30 | 159 | 451 |
Employee Stock Purchase Plan | Research and Development | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation | 24 | 115 | 343 |
Employee Stock Purchase Plan | General and Administrative | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation | $ 6 | $ 44 | $ 108 |
Equity Incentive Plans - Esti_2
Equity Incentive Plans - Estimated Fair Value of Stock Offered Under ESPP (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Volatility, Minimum | 86.20% | 81.90% | 85.20% |
Volatility, Maximum | 95.10% | 88% | 89.80% |
Risk-free interest rate, Minimum | 1.60% | 0.63% | 0.31% |
Risk-free interest rate, Maximum | 2.90% | 1.36% | 1.69% |
Minimum | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Term in years | 5 years 3 months 18 days | 5 years 3 months 18 days | 5 years 3 months 18 days |
Maximum | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Term in years | 6 years 1 month 6 days | 6 years 1 month 6 days | 6 years 1 month 6 days |
Employee Stock Purchase Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Term in years | 6 months | 6 months | |
Volatility, Minimum | 109.30% | 103.10% | 54.30% |
Volatility, Maximum | 142.90% | 126.60% | 125.50% |
Risk-free interest rate, Minimum | 2.25% | 0.04% | 0.08% |
Risk-free interest rate, Maximum | 4.78% | 0.11% | 1.59% |
Employee Stock Purchase Plan | Minimum | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Term in years | 2 months 26 days | ||
Employee Stock Purchase Plan | Maximum | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Term in years | 6 months |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
401 (K) | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plan cost | $ 0.2 | $ 0.3 | $ 0.4 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Line Items] | ||||
Provision for income taxes | $ 0 | $ 0 | $ 0 | |
Increase in valuation allowance | 9,100,000 | 25,100,000 | ||
Total unrecognized tax benefit | 9,103,000 | 8,401,000 | $ 7,272,000 | $ 5,993,000 |
Interest and penalties paid | $ 0 | |||
Capitalized domestic expenses amortization period | 5 years | |||
Capitalized foreign expenses amortization period | 15 years | |||
Increase in deferred tax assets related to capitalized research expenses | $ 5,100,000 | |||
Earliest Tax Year | ||||
Income Taxes [Line Items] | ||||
Research and development tax credit carryforwards expiration beginning year | 2030 | |||
Federal Income Tax | ||||
Income Taxes [Line Items] | ||||
Net operating loss | $ 408,600,000 | 389,700,000 | ||
Research and development tax credit | 17,100,000 | 15,600,000 | ||
Federal Income Tax | Carryforwards Expiring 2030 | ||||
Income Taxes [Line Items] | ||||
Net operating loss | $ 129,300,000 | |||
Federal Income Tax | Earliest Tax Year | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards expiration, beginning year | 2030 | |||
Federal Income Tax | Carryforwards Indefinitely | ||||
Income Taxes [Line Items] | ||||
Net operating loss | $ 279,300,000 | |||
State Income Tax | ||||
Income Taxes [Line Items] | ||||
Net operating loss | 53,500,000 | 53,500,000 | ||
Research and development tax credit | $ 8,000,000 | $ 7,400,000 | ||
State Income Tax | Earliest Tax Year | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards expiration, beginning year | 2030 |
Income Taxes - Schedule of Dome
Income Taxes - Schedule of Domestic and Foreign Components of Loss Before Provision for Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (39,650) | $ (115,088) | $ (90,137) |
Total | $ (39,650) | $ (115,088) | $ (90,137) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rate For Provision of Income Tax Differs to Federal Statutory Rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory income tax rate | 21% | 21% | 21% |
Federal and state tax credits, net of reserves | 3.30% | 1.80% | 2.70% |
Stock-based compensation | (1.10%) | (0.60%) | (0.70%) |
Change in fair value of warrants | 1.30% | ||
Other permanent differences | (1.30%) | (0.30%) | (0.10%) |
Change in valuation allowance | (23.20%) | (21.90%) | (22.90%) |
Effective income tax rate | 0% | 0% | 0% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 89,381 | $ 85,417 |
Tax credits, net of reserves | 15,266 | 13,965 |
Accrued liabilities | 304 | 678 |
Stock-based compensation | 4,562 | 4,904 |
Operating lease liability | 350 | 638 |
Fixed and intangible assets | 10,217 | 10,765 |
Capitalized research & development expenses | 5,135 | |
Gross deferred tax assets | 125,215 | 116,367 |
Valuation allowance | (124,932) | (115,847) |
Total deferred tax assets | 283 | 520 |
Deferred tax liability: | ||
Operating lease right-of-use asset | (283) | (520) |
Total deferred tax liability | $ (283) | $ (520) |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Companies Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of year | $ 8,401 | $ 7,272 | $ 5,993 |
Decreases related to prior year tax positions | (5) | (24) | |
Additions based on tax positions related to current year | 707 | 1,129 | 1,303 |
Balance at end of year | $ 9,103 | $ 8,401 | $ 7,272 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net loss | $ (39,650) | $ (115,088) | $ (90,137) |
Adjustment to reflect deemed contribution from Series A preferred stock extinguishment | 18,360 | ||
Net loss attributable to common stockholders - basic | (21,290) | (115,088) | (90,137) |
Adjustment to reflect assumed conversion of Series A preferred stock | (18,360) | ||
Net loss attributable to common stockholders - diluted | $ (39,650) | $ (115,088) | $ (90,137) |
Denominator: | |||
Weighted-average common stock outstanding - basic | 4,633 | 3,693 | 3,441 |
Weighted average common and potentially issuable common shares outstanding - diluted | 4,992 | 3,693 | 3,441 |
Basic net loss per share attributable to common stockholders | $ (4.60) | $ (31.16) | $ (26.20) |
Diluted net loss per share attributable to common stockholders | $ (7.94) | $ (31.16) | $ (26.20) |
Series A Preferred Stock | |||
Denominator: | |||
Effect of potentially dilutive Series A preferred stock | 359 |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Common Stock Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 2,332 | 1,310 | 432 |
Employee Stock Plan Purchases | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 10 | 2 | 1 |
Options to Purchase Common Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 456 | 416 | 431 |
Employee Restricted Stock Units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 14 | 35 | |
Warrants to purchase common stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 1,852 | ||
Conversion of Series A Preferred Stock into Shares of Common Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 857 |
Licensing and Collaboration A_2
Licensing and Collaboration Agreements - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 44 Months Ended | ||||||
Sep. 30, 2021 | May 31, 2021 | May 31, 2017 | Feb. 28, 2017 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Apr. 30, 2020 | |
Mars, Inc. | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Potential license agreement fee | $ 23,600,000 | ||||||||||
Additional potential payments based on sale of first licensed product | 95,000,000 | ||||||||||
Mars, Inc. | Research and Development | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
License fee | 0 | $ 0 | $ 0 | ||||||||
Pfizer | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Reduction to research and development expense | 1,500,000 | ||||||||||
Incyte Collaboration Agreement | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Percentage of sharing in global development cost | 30% | ||||||||||
Upfront payment received | $ 45,000,000 | ||||||||||
Development milestone received | $ 12,000,000 | ||||||||||
Milestone payments the Company believed were due | $ 18,000,000 | ||||||||||
Net costs payable to (reimbursable by) Incyte | 100,000 | 54,000 | $ (8,000) | ||||||||
Net amounts payable under collaboration agreement | 700,000 | ||||||||||
Incyte Collaboration Agreement | Incyte | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Percentage of sharing in global development cost | 70% | ||||||||||
Incyte Settlement Agreement and Release | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Milestone payments receivable upon dispute settlement | $ 6,750,000 | ||||||||||
License revenue | $ 6,750,000 | ||||||||||
Antengene License Agreement | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Upfront payment received | $ 3,000,000 | ||||||||||
License revenue | $ 3,000,000 | $ 0 | 0 | ||||||||
Antengene License Agreement | Maximum | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Additional potential development, regulatory and sales milestones receivable | $ 252,000,000 | ||||||||||
Antengene License Agreement | ASC 606 | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Upfront consideration allocated to combined unit of accounting | $ 3,000,000 |
Cystic Fibrosis Foundation De_2
Cystic Fibrosis Foundation Development Award - Additional Information (Details) - Cystic Fibrosis Foundation - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||
Award received for clinical development | $ 2,400,000 | |||
Reduction of research and development expenses | $ 0 | $ 0 | $ 600,000 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) - Subsequent Event $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Subsequent Event [Line Items] | |
Severance-related charge associated with the workforce reduction | $ 8 |
Antengene and Third Party | |
Subsequent Event [Line Items] | |
Proceeds from sale of clinical assets and programs | $ 8 |