Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 02, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-35890 | |
Entity Registrant Name | Tempest Therapeutics, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-1472564 | |
Entity Address, Address Line One | 7000 Shoreline Court, Suite 275 | |
Entity Address, City or Town | South San Francisco, | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94080 | |
City Area Code | (415) | |
Local Phone Number | 798-8589 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | TPST | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,517,099 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001544227 | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Cash and cash equivalents | $ 42,791,000 | $ 51,829,000 |
Insurance recovery of legal settlement | 15,200,000 | 15,000,000 |
Prepaid expenses and other current assets | 2,266,000 | 2,134,000 |
Total current assets | 60,257,000 | 68,963,000 |
Property and equipment, net | 919,000 | 1,113,000 |
Operating lease right-of-use assets | 1,312,000 | 3,051,000 |
Other non-current assets | 683,000 | 111,000 |
Total assets | 63,171,000 | 73,238,000 |
Accounts payable | 925,000 | 991,000 |
Accrued legal settlement | 15,200,000 | 15,000,000 |
Accrued expenses | 2,585,000 | 1,589,000 |
Current loan payable | 3,500,000 | 0 |
Current operating lease liabilities | 871,000 | 1,442,000 |
Accrued compensation | 859,000 | 912,000 |
Interest payable | 119,000 | 92,000 |
Total current liabilities | 24,059,000 | 20,026,000 |
Loan payable (net of discount and issuance costs of $489 and $756, respectively) | 11,836,000 | 15,069,000 |
Operating lease liabilities, less current portion | 503,000 | 2,026,000 |
Total liabilities | 36,398,000 | 37,121,000 |
Commitments and contingencies (Note 6) | ||
Common stock, $0.001 par value; 100,000,000 shares authorized at March 31, 2022 and December 31, 2021; 7,173,094 and 6,910,324 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 10,000 | 7,000 |
Additional paid-in capital | 153,432,000 | 136,173,000 |
Accumulated deficit | (126,669,000) | (100,063,000) |
Total stockholders’ equity | 26,773,000 | 36,117,000 |
Total liabilities and stockholders’ equity | $ 63,171,000 | $ 73,238,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Net of discount and issuance costs | $ 489 | $ 756 |
Common stock, shares outstanding | 10,517,099 | 6,910,324 |
Common stock, shares issued | 10,517,099 | 6,910,324 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Research and development | $ 5,973 | $ 4,630 | $ 16,733 | $ 12,451 |
General and administrative | 2,798 | 3,106 | 8,973 | 7,197 |
Loss from operations | (8,771) | (7,736) | (25,706) | (19,648) |
Interest expense | (389) | (437) | (1,186) | (944) |
Interest and other (expense) income, net | 213 | 63 | 286 | 69 |
Total other (expense) income, net | (176) | (374) | (900) | (875) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (8,947) | $ (8,110) | $ (26,606) | $ (20,523) |
Net loss per share of common stock, basic (in dollars per share) | $ (0.66) | $ (1.21) | $ (2.46) | $ (7.49) |
Net loss per share of common stock, diluted (in dollars per share) | $ (0.66) | $ (1.21) | $ (2.46) | $ (7.49) |
Weighted-average shares of common stock outstanding, basic (in shares) | 13,635,927 | 6,717,655 | 10,815,900 | 2,739,602 |
Weighted-average shares of common stock outstanding, diluted (in shares) | 13,635,927 | 6,717,655 | 10,815,900 | 2,739,602 |
Foreign currency translation adjustment | $ 0 | $ (89) | $ 0 | $ (89) |
Comprehensive loss | $ (8,947) | $ (8,199) | $ (26,606) | $ (20,612) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2020 | 498,224 | ||||
Beginning balance at Dec. 31, 2020 | $ (68,793) | $ 1 | $ 2,967 | $ (71,761) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options (in shares) | 4,368 | ||||
Exercise of stock options | 20 | 20 | |||
Vesting of early exercised stock options (in shares) | 11,916 | ||||
Vesting of early exercised stock options | 57 | 57 | |||
Share-based compensation | 120 | 120 | |||
Net loss | (5,355) | (5,355) | |||
Ending balance at Mar. 31, 2021 | (73,951) | $ 1 | 3,164 | (77,116) | 0 |
Ending balance (in shares) at Mar. 31, 2021 | 514,508 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 498,224 | ||||
Beginning balance at Dec. 31, 2020 | $ (68,793) | $ 1 | 2,967 | (71,761) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options (in shares) | 25,871 | ||||
Conversion of preferred stock to common stock (in shares) | 3,692,912 | ||||
Conversion of preferred stock to common stock | $ 86,707 | $ 4 | 86,703 | ||
Net loss | (20,523) | ||||
Ending balance at Sep. 30, 2021 | (43,536) | $ 7 | 135,902 | (92,284) | (89) |
Ending balance (in shares) at Sep. 30, 2021 | 6,900,595 | ||||
Beginning balance (in shares) at Mar. 31, 2021 | 514,508 | ||||
Beginning balance at Mar. 31, 2021 | (73,951) | $ 1 | 3,164 | (77,116) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for cash (in shares) | 1,136,849 | ||||
Issuance of common stock for cash | 30,010 | $ 1 | 30,009 | ||
Exercise of stock options (in shares) | 6,285 | ||||
Exercise of stock options | 29 | 29 | |||
Vesting of early exercised stock options (in shares) | 8,314 | ||||
Vesting of early exercised stock options | 39 | 39 | |||
Share-based compensation | 411 | 411 | |||
Reverse capitalization transaction costs | (6,074) | (6,074) | |||
Record pre-merger Millendo stockholders’ equity and elimination of Millendo historical accumulated deficit (in shares) | 1,269,446 | ||||
Record pre-merger Millendo stockholders' equity and elimination of Millendo historical accumulated deficit | 18,001 | $ 1 | 18,000 | ||
Net loss | (7,058) | (7,058) | |||
Ending balance at Jun. 30, 2021 | 48,114 | $ 7 | 132,281 | (84,174) | 0 |
Ending balance (in shares) at Jun. 30, 2021 | 6,628,314 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Foreign currency translation adjustment | (89) | (89) | |||
Issuance of common stock for cash (in shares) | 248,424 | ||||
Issuance of common stock for cash | 3,513 | 3,513 | |||
Exercise of stock options (in shares) | 15,226 | ||||
Exercise of stock options | 48 | 48 | |||
Vesting of early exercised stock options (in shares) | 8,631 | ||||
Vesting of early exercised stock options | 37 | 37 | |||
Share-based compensation | 296 | 296 | |||
Reverse capitalization transaction costs | (346) | (346) | |||
Issuance of common stock warrants | 73 | 73 | |||
Net loss | (8,110) | (8,110) | |||
Ending balance at Sep. 30, 2021 | (43,536) | $ 7 | 135,902 | (92,284) | $ (89) |
Ending balance (in shares) at Sep. 30, 2021 | 6,900,595 | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 6,910,324 | ||||
Beginning balance at Dec. 31, 2021 | 36,117 | $ 7 | 136,173 | (100,063) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (8,491) | (8,491) | |||
Ending balance at Mar. 31, 2022 | 29,357 | $ 7 | 137,904 | (108,554) | |
Ending balance (in shares) at Mar. 31, 2022 | 7,173,094 | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 6,910,324 | ||||
Beginning balance at Dec. 31, 2021 | 36,117 | $ 7 | 136,173 | (100,063) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for cash (in shares) | 262,770 | ||||
Issuance of common stock for cash | $ 1,403 | $ 0 | 1,403 | ||
Exercise of stock options (in shares) | 0 | ||||
Share-based compensation | $ 328 | 328 | |||
Net loss | (26,606) | ||||
Ending balance at Sep. 30, 2022 | 26,773 | $ 10 | 153,432 | (126,669) | |
Ending balance (in shares) at Sep. 30, 2022 | 10,517,099 | ||||
Beginning balance (in shares) at Mar. 31, 2022 | 7,173,094 | ||||
Beginning balance at Mar. 31, 2022 | 29,357 | $ 7 | 137,904 | (108,554) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for cash (in shares) | 3,152,265 | ||||
Issuance of common stock for cash | 7,095 | $ 3 | 7,092 | ||
Share-based compensation | 367 | 367 | |||
Issuance of common stock warrants | 7,281 | 7,281 | |||
Net loss | (9,168) | (9,168) | |||
Ending balance at Jun. 30, 2022 | 34,932 | $ 10 | 152,644 | (117,722) | |
Ending balance (in shares) at Jun. 30, 2022 | 10,325,359 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for cash (in shares) | 191,740 | ||||
Issuance of common stock for cash | 350 | 350 | |||
Share-based compensation | 438 | 438 | |||
Net loss | (8,947) | (8,947) | |||
Ending balance at Sep. 30, 2022 | $ 26,773 | $ 10 | $ 153,432 | $ (126,669) | |
Ending balance (in shares) at Sep. 30, 2022 | 10,517,099 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||||
Stock issuance costs | $ 111 | $ 343 | $ 44 | $ 349 |
Warrant issuance costs | $ 283 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities: | ||
Net loss | $ (26,606,000) | $ (20,523,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 421,000 | 272,000 |
Stock-based compensation expense | 1,133,000 | 827,000 |
Non-cash lease expense | 854,000 | 589,000 |
Non-cash interest and other expense, net | 267,000 | 516,000 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (336,000) | 190,000 |
Accounts payable | (89,000) | 1,130,000 |
Accrued expenses and other liabilities | 946,000 | (363,000) |
Interest payable | 27,000 | 89,000 |
Operating lease liabilities | (1,210,000) | (699,000) |
Cash used in operating activities | (24,593,000) | (17,972,000) |
Investing activities: | ||
Purchase of property and equipment | (206,000) | (108,000) |
Repayment of note receivable | 0 | 38,000 |
Cash used in investing activities | (206,000) | (70,000) |
Financing activities: | ||
Proceeds from the issuance of common stock, net of issuance costs | 8,849,000 | 33,474,000 |
Proceeds from issuance of pre-funded warrants, net of issuance costs | 7,280,000 | 0 |
Borrowings on loan payable | 0 | 15,000,000 |
Payment of loan issuance costs | 0 | (93,000) |
Cash acquired in connection with reverse recapitalization | 0 | 17,045,000 |
Payment of reverse recapitalization transaction costs | 0 | (6,420,000) |
Proceeds from option exercises | 0 | 66,000 |
Cash provided by financing activities | 16,129,000 | 59,072,000 |
Effect of exchange rate changes on cash | 0 | (89,000) |
Net (decrease) increase in cash and cash equivalents | (8,670,000) | 40,941,000 |
Cash, cash equivalents and restricted cash at beginning of period | 51,829,000 | 18,820,000 |
Cash, cash equivalents and restricted cash at end of period | 43,159,000 | 59,761,000 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 893,000 | 682,000 |
Non-cash operating activities: | ||
Lease modification | 884,000 | 0 |
Non-cash investing activities: | ||
Property and equipment in accounts payable | 4,000 | 0 |
Non-cash financing activities: | ||
Vesting of early exercise stock options | $ 0 | $ 135,000 |
Organization and Description of
Organization and Description of the Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of the Business | ORGANIZATION AND DESCRIPTION OF THE BUSINESS Description of Business —Tempest Therapeutics, Inc. (“Tempest” or the “Company”) is a clinical-stage oncology company advancing small molecules that combine both tumor-targeted and immune-mediated mechanisms with the potential to treat a wide range of tumors. The Company’s two novel clinical programs are TPST-1120 and TPST-1495, antagonists of PPARα and EP2/EP4, respectively. Both programs are advancing through clinical trials designed to study the agents as monotherapies and in combination with other approved agents. Tempest is also developing an orally available inhibitor of TREX-1, a target that controls activation of the the cGAS/STING pathway. Tempest is headquartered in South San Francisco, California. Merger with Millendo —On March 29, 2021, TempestTx, Inc. (“Private Tempest”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Millendo Therapeutics, Inc. (“Millendo”). Concurrent with the execution and delivery of the Merger Agreement, Private Tempest entered into funding agreements with certain investors named therein, pursuant to which the investors agreed to purchase, in the aggregate, $30.0 million of common stock of Private Tempest, convertible into securities of Millendo. On June 25, 2021, Private Tempest completed the merger with Millendo in accordance with the Merger Agreement. Prior to the effective time of the merger, Millendo effected a 1-for-15 reverse stock split, and right after the merger, Millendo changed its name to Tempest Therapeutics, Inc. Under the terms of the Merger Agreement, immediately prior to the effective time of the merger, each share of Private Tempest’s preferred stock was converted into a share of Private Tempest’s common stock. At closing of the merger, the Company issued an aggregate of approximately 5,365,899 shares of its common stock to Private Tempest stockholders, based on an exchange ratio of 0.0322 shares of the Company’s common stock for each share of Private Tempest common stock outstanding immediately prior to the merger, including those shares of common stock issued upon conversion of the Private Tempest preferred stock, resulting in approximately 6,635,345 shares of the Company’s common stock being issued and outstanding immediately following the effective time of the merger. The Company also assumed all of the outstanding and unexercised stock options and warrants to purchase shares of Private Tempest capital stock. The assumed options continue to be governed by the terms of the 2011 and 2017 Equity Incentive Plans (as discussed more in Note 9) under which the options were originally granted, with such options hence forth representing the right to purchase a number of shares of the Company’s common stock equal to 0.0322 multiplied by the number of shares of Private Tempest common stock previously represented by such options. The merger was accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles (“GAAP”). Under this method of accounting, Private Tempest was be deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the expectation that, immediately following the merger: (i) Private Tempest stockholders would own a substantial majority of the voting rights; (ii) Private Tempest would designate a substantial majority of the initial members of the board of directors of the combined company; (iii) Private Tempest’s executive management team would become the management of the combined company; and (iv) the combined company would be named Tempest Therapeutics, Inc. Accordingly, for accounting purposes, the merger was treated as the equivalent of Tempest issuing stock to acquire the net assets of Millendo. As a result of the merger, the net assets of Millendo were recorded at their acquisition-date fair value in the financial statements of Private Tempest and the reported operating results prior to the merger will be those of Private Tempest. Historical per share figures of Private Tempest have been retroactively restated based on the exchange ratio of 0.0322. Liquidity and Management Plans —The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred operating losses since inception. The Company’s ultimate success depends on the outcome of the ongoing research and development activities. The Company has not yet generated product sales and as a result has experienced operating losses since inception. The Company expects to incur additional losses in the future to conduct research and development and will need to raise additional capital to fully implement management’s business plan. The Company intends to raise such capital through the issuance of additional equity and potentially through borrowings, strategic alliances with partner companies and other licensing transactions. However, if such financing is not available at adequate levels, the Company may need to reevaluate its operating plans. Management believes |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Significant Accounting Policies -- The Company’s significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 29, 2022. There have been no material changes to the significant accounting policies during the period ended September 30, 2022. Basis of Presentation —The unaudited interim Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted. These unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements and notes included in the company’s Annual Report on Form 10-K for the year ended December 31, 2021. The Company has prepared the accompanying Condensed Consolidated Financial Statements on the same basis as the audited financial statements, and the unaudited interim financial statements include, in the Company’s opinion, all adjustments, consisting only of normal recurring adjustments that the Company considers necessary for a fair presentation of its financial position and results of operations for these periods. Use of Estimates —The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to research and development accruals, recoverability of long-lived assets, right-of-use assets, lease obligations, stock-based compensation and income taxes uncertainties and valuation allowances. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. |
Millendo Merger
Millendo Merger | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Millendo Merger | MILLENDO MERGER As described in Note 1, Private Tempest merged with the Company on June 25, 2021. The merger was accounted for as a reverse recapitalization with Private Tempest as the accounting acquirer. The primary pre-combination assets of Millendo were cash, cash equivalents and restricted cash. Under reverse recapitalization accounting, the assets and liabilities of Millendo were recorded at their fair value which approximated book value due to the short-term nature of the instruments. No goodwill or intangible assets were recognized. Consequently, the Condensed Consolidated Financial Statements of Tempest reflect the operations of Millendo for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the former stockholders of the legal acquirer and a recapitalization of the equity of the accounting acquirer. As part of the reverse recapitalization, the Company obtained approximately $17.0 million of cash, cash equivalents and restricted cash. The Company also obtained prepaids and other assets of approximately $1.4 million and assumed payables and accruals of approximately $0.5 million. The Company also acquired the operating lease right-of-use asset of $2.1 million and the related operating lease liability of $2.1 million. All of the development programs and associated collaboration arrangements were terminated prior to the merger and were deemed to have no value at the transaction date and the Company has since wound down the legacy Millendo operations. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The following tables present the Company’s fair value hierarchy for assets measured at fair value on a recurring basis: September 30, 2022 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 42,791 $ — $ — $ 42,791 Total $ 42,791 $ — $ — $ 42,791 December 31, 2021 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 51,829 $ — $ — $ 51,829 Total $ 51,829 $ — $ — $ 51,829 |
Balance Sheet Items
Balance Sheet Items | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Items | BALANCE SHEET COMPONENTS Prepaid expenses and other current assets consist of the following: September 30, December 31, 2022 2021 Prepaid expenses $ 998 $ 949 Prepaid research and development costs 333 632 Other current assets 935 553 Total $ 2,266 $ 2,134 Property and equipment, net, consists of the following: September 30, December 31, 2022 2021 Computer equipment and software $ 184 $ 156 Furniture and fixtures 203 193 Lab equipment 937 748 Leasehold improvements 840 840 Property and equipment 2,164 1,937 Less: accumulated depreciation (1,245) (824) Property and equipment, net $ 919 $ 1,113 Depreciation expense for the three and nine months ended September 30, 2022 was $201 and $421, respectively. Depreciation expense for the three and nine months ended September 30, 2021 was $107 and $272, respectively. Accrued liabilities consist of the following: September 30, December 31, 2022 2021 Accrued other liabilities $ 1,314 $ 748 Accrued clinical trial liabilities 1,271 841 Total $ 2,585 $ 1,589 |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure | COMMITMENTS AND CONTINGENCIES Facilities Lease Agreements —In February 2019, the Company entered into a 5-year office lease agreement for a 9,780 square feet facility in South San Francisco, California (“SSF Lease”). The original lease term expires on February 29, 2024. In June 2022, the lease was amended to terminate early on January 31, 2023. The amendment was not accounted for as a separate contract and the lease liability and the right-of-use asset were remeasured on the lease modification date. As a result of the merger with Millendo, the Company assumed Millendo’s noncancelable operating leases for office space which have remaining lease terms of approximately 1.5 years. In February 2019 and October 2018, Millendo entered into two noncancellable operating leases for office space in Ann Arbor, Michigan (“Ann Arbor Leases”) of which one that Millendo took possession of in April 2019 and the other that Millendo took possession of in July 2019, respectively. One of its leases in Ann Arbor, Michigan expires in June 2024 and the other expires in March 2024. There were no other leases assumed by the Company as of September 30, 2022. As of September 30, 2022 and December 31, 2021, the balance of the operating lease right-of-use assets were $1,312 and $3,051, respectively, and the related operating lease liabilities were $1,374 and $3,468 respectively, as shown in the accompanying Condensed Consolidated Balance Sheets. Rent expense was $274 and $978 for the three and nine months ended September 30, 2022, respectively. Rent expense was $358 and $680 for the three and nine months ended September 30, 2021, respectively. As of September 30, 2022, future minimum lease payments under the SSF Lease and Ann Arbor Leases were as follows: Year Ending Total Commitment 2022 (excluding the nine months ended September 30, 2022) $ 269 2023 875 2024 302 Total minimum lease payments 1,446 Less: imputed interest (72) Present value of operating lease obligations 1,374 Less: current portion (871) Non-current operating lease obligations $ 503 In January 2022, the Company entered into a new 8-year office lease agreement for a 20,116 square feet facility in Brisbane, California ("Brisbane Lease"). The lease is scheduled to commence in January 2023. Future minimum lease payments for the Brisbane Lease as of September 30, 2022 are as follows: nil (2022), $1,738 (2023), $1,798 (2024), $1,861 (2025) and $10,331 (2026 and beyond). Related to this Brisbane Lease agreement, the Company entered into a letter of credit with a bank to deposit $368 in a separate account that is restricted cash to serve as security rent deposit. This amount is included in other non-current assets in the accompanying Condensed Consolidated Balance Sheets as of September 30, 2022. Guarantees and Indemnifications —In the normal course of business, the Company enters into agreements that contain a variety of representations and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. As of September 30, 2022 and December 31, 2021, the Company does not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities. Legal Proceedings— Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. As a result of the merger with Millendo, the Company is party to various litigation matters given Millendo’s role as successor to OvaScience, Inc. (“OvaScience”). OvaScience merged with Millendo in 2018. Prior to the merger with Millendo, OvaScience was sued in three matters that are disclosed below. On November 9, 2016, a purported shareholder derivative action was filed in Massachusetts State court (Cima v. Dipp) against OvaScience and certain former officers and directors of OvaScience and OvaScience alleging breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement and waste of corporate assets for purported actions related to OvaScience’s January 2015 follow-on public offering. As of September 12, 2022, the parties have reached an agreement in principle and have executed a term sheet in connection with a settlement. On September 13, 2022, the parties filed a joint motion to stay the case pending settlement. On September 15, 2022, the court issued a 90 day nisi order. The parties are in discussions regarding a potential attorney fee award. If the parties cannot reach a resolution regarding a fee award, any potential award will be determined by the Court. Any final settlement is subject to Court approval. On March 24, 2017, a purported shareholder class action lawsuit was filed in Massachusetts Federal court (Dahhan v. OvaScience, Inc.) against OvaScience and certain former officers of OvaScience alleging violations of Sections 10(b) and 20(a) of the Exchange Act (the “Dahhan Action”). On March 4, 2022, the parties filed a motion to preliminarily approve a settlement of the action. The settlement amount of $15 million will be funded entirely by insurance. All defendants expressly deny liability. On April 1, 2022, the Court preliminarily approved the settlement. The settlement remains subject to final approval. The amount of $15 million was recorded as accrued legal settlement with the offsetting insurance recovery of legal settlement in the accompanying Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021. On July 27, 2017, a purported shareholder derivative complaint was filed in Massachusetts Federal court (Chiu v. Dipp) against OvaScience and certain former officers and directors of OvaScience alleging breach of fiduciary duties, unjust enrichment and violations of Section 14(a) of the Exchange Act. related to OvaScience’s January 2015 follow-on public offering and other public statements concerning OvaScience’s AUGMENT treatment. Following the Court’s dismissal of an amended complaint, the parties agreed that plaintiffs could file a second amended complaint and that the case would be stayed pending the resolution of the Dahhan Action. In May 2018, the court entered an order staying this case pending the resolution of the Dahhan Action. As of September 12, 2022, the parties have reached an agreement in principle and have executed a term sheet in connection with the settlement. The parties are in discussions regarding a potential attorney fee award. If the parties cannot reach a resolution regarding a fee award, any potential award will be determined by the Court. Any final settlement is subject to Court approval. |
Loan Payable
Loan Payable | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Loan Payable | LOAN PAYABLE On January 15, 2021, the Company entered into a loan agreement with a lender to borrow a term loan amount of $35,000 to be funded in three tranches. Tranche A of $15,000 was wired to the Company on January 15, 2021. Tranche B of $10,000 expired on March 31, 2022. Tranche C of $10,000 is available at lender’s option. The term loan matures on August 1, 2025 and has an annual floating interest rate of 7.15% which is an Index Rate plus 7%. Index Rate is the greater of (i) 30-day US LIBOR or (ii) 0.15%. Monthly principal payments of $500 will begin on March 1, 2023. Related to this borrowing, the Company recorded loan discounts totaling $898 and paid $95 of debt issuance costs. These amounts would be amortized as additional interest expense over the life of the loan. As of September 30, 2022, the balance of the loan payable (net of debt issuance costs) was $15,336, of which $3,500 was classified as current and $11,836 was classified as non-current. The carrying value of the loan approximates fair value (Level 2). For the three and nine months ended September 30, 2022, total interest expense was $389 and $1,186, respectively. For the three and nine months ended September 30, 2021, total interest expense was $437 and $944, respectively. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Stockholders' Equity | STOCKHOLDERS' EQUITY Convertible Preferred Stock Prior to the merger with Millendo on June 25, 2021, Private Tempest had issued and outstanding convertible preferred stock. The authorized, issued and outstanding shares of the convertible preferred stock and liquidation preferences of Private Tempest as of December 31, 2020 and June 24, 2021 were as follows: Series Shares Authorized Shares Issued and Outstanding Per Share Liquidation Preference Aggregate Liquidation Amount Proceeds Net of Issuance Cost Net Carrying Value Series A 17,000,000 17,000,000 $ 1.00 $ 17,000 $ 16,982 $ 16,982 Series B 25,186,738 25,186,738 1.00 25,187 24,943 12,235 Series B-1 93,749,993 72,499,993 0.80 58,000 57,489 57,489 135,936,731 114,686,731 $ 100,187 $ 99,414 $ 86,706 There was no convertible preferred stock issued nor outstanding as of September 30, 2022 and December 31, 2021. Common Stock Upon completion of the merger on June 25, 2021, the Company issued an aggregate of approximately 5,365,899 shares of its common stock to Private Tempest stockholders, based on an exchange ratio of 0.0322 shares of the Company’s common stock for each share of Private Tempest common stock outstanding immediately prior to the merger, including those shares of common stock issued upon conversion of the Private Tempest preferred stock (3,692,912 common shares) and those shares of common stock issued with its pre-merger financing of $30.0 million (1,136,849 common shares). As of September 30, 2022 and December 31, 2021, the Company authorized to issue 100,000,000 shares of common stock and 5,000,000 shares of preferred stock, each with a par value of $0.001 per share. Of the common stock shares, authorized, 10,517,099 and 6,910,324 were issued and outstanding at September 30, 2022 and December 31, 2021, respectively. There were no shares subject to repurchase due to remaining vesting requirements. Common stockholders are entitled to dividends as declared by the Board of Directors, subject to rights of holders of all classes of stock outstanding having priority rights as to dividends. There was no preferred stock issued nor outstanding as of September 30, 2022 and December 31, 2021. Common stockholders are entitled to dividends as declared by the Board of Directors, subject to rights of holders of all classes of stock outstanding having priority rights as to dividends. There have been no dividends declared to date. The holders of each share of common stock are entitled to one vote. Except for effecting or validating certain specific actions intended to protect the preferred stockholders, the holders of common stock vote together with preferred stockholders and have the right to elect one member of the Company’s Board of Directors. ATM Program On July 23, 2021, the Company entered into a sales agreement with Jefferies LLC, pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $100,000,000 of its common stock through Jefferies LLC (the "ATM Program"). Pre-Funded Warrants |
Stock Compensation
Stock Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Compensation | STOCK-BASED COMPENSATION Equity Plans In 2011, Private Tempest adopted the 2011 Equity Incentive Plan (the “2011 Plan), and in 2017, Private Tempest adopted the 2017 Equity Incentive Plan (the “2017 Plan”), and together with the 2011 Plan, “the Tempest Equity Plans”. Upon adoption of the 2017 Plan, the 2011 Plan was terminated. The Board of Millendo adopted the 2019 Equity Incentive Plan (the “2019 Plan”) on April 29, 2019, subject to approval by the Company’s stockholders, and became effective with such stockholder approval on June 11, 2019. As a result of the merger, the Tempest Equity Plans were assumed by the Company. The number of shares of the Company's common stock reserved for issuance under the 2019 Plan will automatically increase on January 1st of each year, for a period of 10 years, from January 1, 2020 continuing through January 1, 2029, by 4% of the total number of shares of the Company's common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the Board of Directors. On January 1, 2022, the common stock reserved for issuance was increased by 276,412 shares. On June 17, 2022, the Company’s stockholders approved the Amended and Restated 2019 Equity Incentive Plan (the “A&R 2019 Plan”), which amends and restates the 2019 Plan and will be a successor to, and replacement of, the 2019 Plan. The A&R 2019 Plan had been adopted by the Company’s Board of Directors and one of the material changes was to increase the number of shares available for issuance by 1,132,252. The A&R 2019 Plan still includes the annual evergreen provision of automatically increasing on January 1st of each year the number of option shares available for issuance by 4% of the total number of shares of the Company's common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the Board of Directors. Both the 2017 Plan and the A&R 2019 Plan allow the Company to grant stock awards to employees, directors and consultants of the Company, including incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards and other stock awards. The Company measures employee and non-employee stock-based awards at grant date fair value and records compensation expense on a straight-line basis over the vesting period of the award. As of September 30, 2022, a total of 954,122 shares are available for future grant under the 2017 Plan and A&R 2019 Plan. Employee Stock Ownership Plan The Board of Millendo adopted the 2019 Employee Stock Purchase Plan on April 29, 2019, which became effective upon such stockholder approval on June 11, 2019. On June 17, 2022, the Company’s stockholders approved the Amended and Restated 2019 Employee Stock Purchase Plan (the “2019 ESPP”). The 2019 ESPP enables employees to purchase shares of the Company's common stock through offerings of rights to purchase the Company's common stock to all eligible employees. The 2019 ESPP provides that the number of shares of common stock reserved for issuance under the 2019 ESPP will automatically increase on January 1, 2023 and continuing through (and including) January 1, 2029, by the lesser of 1.5% of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year, (ii) 500,000 shares of Common Stock, or (iii) such lesser number of shares of Common Stock as determined by the Board of Directors (which may be zero). As of September 30, 2022, 137,097 shares of common stock remained available for future issuance under the 2019 ESPP. As of September 30, 2022, 6,120 shares of common stock had been issued under the 2019 ESPP during the three and nine months ended September 30, 2022. Stock Options Options to purchase the Company’s common stock may be granted at a price not less than the fair market value in the case of both NSOs and ISOs, except for an options holder who owns more than 10% of the voting power of all classes of stock of the Company, in which case the exercise price shall be no less than 110% of the fair market value per share on the grant date. Stock options granted under the Plans generally vest over four years and expire no later than ten (10) years from the date of grant. Vested options can be exercised at any time. Prior to the merger, the grant date fair market value of the shares of common stock underlying stock options has historically been determined by the Company’s Board of Directors. Up until the merger, there had been no public market for the Company’s common stock, and therefore the Board of Directors exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair market value, which included valuations performed by an independent third-party, important developments in the Company’s operations, sales of convertible preferred stock, actual operating results, financial performance, the conditions in the life sciences industry, the economy in general, the stock price performance and volatility of comparable public companies, and the lack of liquidity of the Company’s common stock. The following shows the stock option activities for the nine months ended September 30, 2022 and 2021: Total Options Outstanding Weighted-Average Exercise Price Balance—December 31, 2021 790,637 $ 32.82 Granted 903,527 3.35 Exercised — — Cancelled and forfeited (56,235) 266.80 Balance—September 30, 2022 1,637,929 8.72 Balance—December 31, 2020 452,165 $ 5.35 Assumed in reverse recapitalization 177,591 179.79 Granted 232,669 19.09 Exercised (25,871) 3.77 Cancelled and forfeited (100,459) 107.77 Balance—September 30, 2021 736,095 37.47 The following table summarizes information about stock options outstanding at September 30, 2022: Shares Weighted Average Remaining Contractual Life (In Years) Weighted Average Exercise Price Aggregate Intrinsic Value Options outstanding 1,637,929 8.78 $ 8.72 $ — Vested and expected to vest 1,637,929 8.78 $ 8.72 $ — Exercisable 486,089 7.71 $ 15.22 $ — During the nine months ended September 30, 2022 and 2021, the Company granted employees and non-employees stock options to purchase 903,527 and 232,669 shares of common stock with a weighted-average grant date fair value of $2.83 and $11.83 per share, respectively. As of September 30, 2022 and 2021, total unrecognized compensation costs related to unvested employee stock options were $4,443 and $2,935, respectively. These costs are expected to be recognized over a weighted-average period of approximately 2.8 years and 1.4 years, respectively. The Company estimated the fair value of stock options using the Black-Scholes option pricing valuation model. The fair value of employee stock options is being amortized on the straight-line basis over the requisite service period of the awards. The fair value of stock options was estimated using the following assumptions for the nine months ended September 30, 2022 and 2021: 2022 2021 Expected term (in years) 5.5 - 6.1 5.8 - 6.1 Expected volatility 110% - 112% 67% - 68% Risk-free interest rate 1.5% - 3.4% 0.9% - 1.1% Dividends —% —% Expected Term —The expected term of options granted represents the period of time that the options are expected to be outstanding. Due to the lack of historical exercise history, the expected term of the Company’s employee stock options has been determined utilizing the simplified method for awards that qualify as plain-vanilla options. Expected Volatility —The expected stock price volatility assumption was determined by examining the historical volatilities for industry peers. Risk-Free Interest Rate —The risk-free interest rate assumption is based on the U.S. Treasury instruments whose term was consistent with the expected term of the Company’s stock options. Dividends —The Company has not paid any cash dividends on common stock since inception and does not anticipate paying any dividends in the foreseeable future. Consequently, an expected dividend yield of zero was used. Stock-Based Compensation Expense The following table summarizes the components of stock-based compensation expense recognized in the Company’s Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2022: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 148 $ 105 $ 375 $ 227 General and administrative 290 191 758 600 Total $ 438 $ 296 $ 1,133 $ 827 |
Retirement Plan
Retirement Plan | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Retirement Plan | RETIREMENT PLANThe Company participates in a qualified 401(k) Plan sponsored by its professional service organization. The retirement plan is a defined contribution plan covering eligible employees. Participants may contribute a portion of their annual compensation limited to a maximum annual amount set by the Internal Revenue Service. During the three and nine months ended September 30, 2022, the Company contributed $39 and $100, respectively, to the 401(k) Plan. There was no contribution from the Company for the three and nine months ended September 30, 2021. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NET LOSS PER SHARE The following table sets forth the computation of the Company’s basis in diluted net loss per share for the three and nine months ended September 30, 2022 and 2021 (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, Numerator: 2022 2021 2022 2021 Net loss $ (8,947) $ (8,110) $ (26,606) $ (20,523) Denominator: Weighted-average common shares outstanding 13,635,927 6,721,400 10,815,900 2,751,519 Less: Weighted-average unvested restricted shares and shares subject to repurchase — (3,745) — (11,917) Weighted-average shares used in computing basic and diluted net loss per share 13,635,927 6,717,655 10,815,900 2,739,602 Net loss per share attributable to common stockholders—basic and diluted $ (0.66) $ (1.21) $ (2.46) $ (7.49) As of September 30, 2022 and 2021, the Company’s potentially dilutive securities included outstanding convertible preferred stock, stock options, unvested restricted stock and stock warrants, which have been excluded from the computation of diluted net loss per share attributable to common stockholders as the effect would be anti-dilutive. The issuance of pre-funded warrants have been included in the computation of basic and diluted net loss per share attributable to common stockholders. Based on the amounts outstanding as of September 30, 2022 and 2021, the Company excluded the following potential common shares from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: As of September 30, 2022 2021 Options to purchase common stock 1,637,929 736,095 Common stock warrants 6,036 6,036 Total 1,643,965 742,131 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation —The unaudited interim Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted. These unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements and notes included in the company’s Annual Report on Form 10-K for the year ended December 31, 2021. |
Unaudited Interim Financial Statement | The Company has prepared the accompanying Condensed Consolidated Financial Statements on the same basis as the audited financial statements, and the unaudited interim financial statements include, in the Company’s opinion, all adjustments, consisting only of normal recurring adjustments that the Company considers necessary for a fair presentation of its financial position and results of operations for these periods. |
Use of Estimates | Use of Estimates —The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to research and development accruals, recoverability of long-lived assets, right-of-use assets, lease obligations, stock-based compensation and income taxes uncertainties and valuation allowances. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables present the Company’s fair value hierarchy for assets measured at fair value on a recurring basis: September 30, 2022 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 42,791 $ — $ — $ 42,791 Total $ 42,791 $ — $ — $ 42,791 December 31, 2021 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 51,829 $ — $ — $ 51,829 Total $ 51,829 $ — $ — $ 51,829 |
Balance Sheet Items (Tables)
Balance Sheet Items (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of prepaid expenses and other current asset | Prepaid expenses and other current assets consist of the following: September 30, December 31, 2022 2021 Prepaid expenses $ 998 $ 949 Prepaid research and development costs 333 632 Other current assets 935 553 Total $ 2,266 $ 2,134 |
Summary of property and equipment | Property and equipment, net, consists of the following: September 30, December 31, 2022 2021 Computer equipment and software $ 184 $ 156 Furniture and fixtures 203 193 Lab equipment 937 748 Leasehold improvements 840 840 Property and equipment 2,164 1,937 Less: accumulated depreciation (1,245) (824) Property and equipment, net $ 919 $ 1,113 |
Schedule of accrued liabilities | Accrued liabilities consist of the following: September 30, December 31, 2022 2021 Accrued other liabilities $ 1,314 $ 748 Accrued clinical trial liabilities 1,271 841 Total $ 2,585 $ 1,589 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum rental payments under operating leases with noncancelable terms | As of September 30, 2022, future minimum lease payments under the SSF Lease and Ann Arbor Leases were as follows: Year Ending Total Commitment 2022 (excluding the nine months ended September 30, 2022) $ 269 2023 875 2024 302 Total minimum lease payments 1,446 Less: imputed interest (72) Present value of operating lease obligations 1,374 Less: current portion (871) Non-current operating lease obligations $ 503 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Convertible Preferred Stock | The authorized, issued and outstanding shares of the convertible preferred stock and liquidation preferences of Private Tempest as of December 31, 2020 and June 24, 2021 were as follows: Series Shares Authorized Shares Issued and Outstanding Per Share Liquidation Preference Aggregate Liquidation Amount Proceeds Net of Issuance Cost Net Carrying Value Series A 17,000,000 17,000,000 $ 1.00 $ 17,000 $ 16,982 $ 16,982 Series B 25,186,738 25,186,738 1.00 25,187 24,943 12,235 Series B-1 93,749,993 72,499,993 0.80 58,000 57,489 57,489 135,936,731 114,686,731 $ 100,187 $ 99,414 $ 86,706 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Stock Based Compensation Expense | Company’s Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2022: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 148 $ 105 $ 375 $ 227 General and administrative 290 191 758 600 Total $ 438 $ 296 $ 1,133 $ 827 |
Summary of Information About Stock Options Outstanding | The following table summarizes information about stock options outstanding at September 30, 2022: Shares Weighted Average Remaining Contractual Life (In Years) Weighted Average Exercise Price Aggregate Intrinsic Value Options outstanding 1,637,929 8.78 $ 8.72 $ — Vested and expected to vest 1,637,929 8.78 $ 8.72 $ — Exercisable 486,089 7.71 $ 15.22 $ — |
Summary of Stock Options | The following shows the stock option activities for the nine months ended September 30, 2022 and 2021: Total Options Outstanding Weighted-Average Exercise Price Balance—December 31, 2021 790,637 $ 32.82 Granted 903,527 3.35 Exercised — — Cancelled and forfeited (56,235) 266.80 Balance—September 30, 2022 1,637,929 8.72 Balance—December 31, 2020 452,165 $ 5.35 Assumed in reverse recapitalization 177,591 179.79 Granted 232,669 19.09 Exercised (25,871) 3.77 Cancelled and forfeited (100,459) 107.77 Balance—September 30, 2021 736,095 37.47 |
Share-based Payment Arrangement, Employee | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Grant Date Fair Value | The fair value of stock options was estimated using the following assumptions for the nine months ended September 30, 2022 and 2021: 2022 2021 Expected term (in years) 5.5 - 6.1 5.8 - 6.1 Expected volatility 110% - 112% 67% - 68% Risk-free interest rate 1.5% - 3.4% 0.9% - 1.1% Dividends —% —% |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Basis in Diluted Net Loss Per Share | The following table sets forth the computation of the Company’s basis in diluted net loss per share for the three and nine months ended September 30, 2022 and 2021 (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, Numerator: 2022 2021 2022 2021 Net loss $ (8,947) $ (8,110) $ (26,606) $ (20,523) Denominator: Weighted-average common shares outstanding 13,635,927 6,721,400 10,815,900 2,751,519 Less: Weighted-average unvested restricted shares and shares subject to repurchase — (3,745) — (11,917) Weighted-average shares used in computing basic and diluted net loss per share 13,635,927 6,717,655 10,815,900 2,739,602 Net loss per share attributable to common stockholders—basic and diluted $ (0.66) $ (1.21) $ (2.46) $ (7.49) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Based on the amounts outstanding as of September 30, 2022 and 2021, the Company excluded the following potential common shares from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: As of September 30, 2022 2021 Options to purchase common stock 1,637,929 736,095 Common stock warrants 6,036 6,036 Total 1,643,965 742,131 |
Organization and Description _2
Organization and Description of the Business (Details) | 9 Months Ended | |||
Apr. 29, 2022 USD ($) $ / shares shares | Jun. 25, 2021 shares | Sep. 30, 2022 USD ($) shares | Dec. 31, 2021 shares | |
Class of Stock [Line Items] | ||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ | $ 30,000,000 | |||
Stockholders' Equity, Reverse Stock Split | 1-for-15 | |||
Common stock, shares issued | 5,365,899 | 10,517,099 | 6,910,324 | |
BusinessCombinationExchangeRatio | 0.0322 | |||
StockholdersEquityNoteStockSplitExchangeRatio | 0.0322 | |||
PIPE Financing | ||||
Class of Stock [Line Items] | ||||
Consideration received | $ | $ 14,500,000 | |||
Shares issued in transaction | 3,149,912 | |||
Stock price (in dollars per share) | $ / shares | $ 2.36 | |||
Number of warrants issued | 3,206,020 | |||
PIPE Financing | EcoR1 Capital, LLC and Versant Venture Capital | ||||
Class of Stock [Line Items] | ||||
Pre-funded warrant price (in dollars per share) | $ / shares | 2.359 | |||
Conversion Of Preferred Stock Into A Share Of Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares issued | 6,635,345 |
Millendo Merger (Details)
Millendo Merger (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Jun. 25, 2021 | |
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 42,791 | $ 51,829 | ||
Operating lease right-of-use assets | $ 1,312 | $ 3,051 | ||
Private Tempest | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 17,000 | |||
Prepaid expense and other assets | 1,400 | |||
Accrued liabilities and other liabilities | 500 | |||
Operating lease right-of-use assets | 2,100 | |||
Present value of operating lease obligations | $ 2,100 | |||
Private Tempest | Additional Paid-In Capital | ||||
Business Acquisition [Line Items] | ||||
Acquisition related costs | $ 6,400 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | $ 42,791 | $ 51,829 |
Assets, Fair Value Disclosure | 42,791 | 51,829 |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 42,791 | 51,829 |
Assets, Fair Value Disclosure | 42,791 | 51,829 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Assets, Fair Value Disclosure | 0 | 0 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Assets, Fair Value Disclosure | $ 0 | $ 0 |
Balance Sheet Items - Prepaid E
Balance Sheet Items - Prepaid Expenses and Other Current Assets (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 998,000 | $ 949,000 |
Prepaid research and development costs | 333,000 | 632,000 |
Other current assets | 935,000 | 553,000 |
Total | $ 2,266,000 | $ 2,134,000 |
Balance Sheet Items - Property
Balance Sheet Items - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 2,164 | $ 1,937 |
Less: accumulated depreciation | (1,245) | (824) |
Property and equipment, net | 919 | 1,113 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 184 | 156 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 203 | 193 |
Lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 937 | 748 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 840 | $ 840 |
Balance Sheet Items - Accrued L
Balance Sheet Items - Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued other liabilities | $ 1,314 | $ 748 |
Accrued clinical trial liabilities | 1,271 | 841 |
Accrued expenses | $ 2,585 | $ 1,589 |
Balance Sheet Items - Narrative
Balance Sheet Items - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Depreciation expense | $ 201 | $ 107 | $ 421 | $ 272 |
Commitment and Contingencies- N
Commitment and Contingencies- Narrative (Details) | 3 Months Ended | 9 Months Ended | |||||||
Mar. 04, 2022 USD ($) | Sep. 30, 2022 USD ($) lease | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) lease | Sep. 30, 2021 USD ($) | Jun. 30, 2022 | Jan. 31, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) | Feb. 28, 2019 ft² | |
Loss Contingencies [Line Items] | |||||||||
Operating lease right-of-use assets | $ 1,312,000 | $ 1,312,000 | $ 3,051,000 | ||||||
Amount covered by insurance | $ 15,000,000 | ||||||||
Insurance settlements receivable | 15,000,000 | ||||||||
Accrued legal settlement | $ 15,200,000 | $ 15,200,000 | 15,000,000 | ||||||
Letter of Credit | |||||||||
Loss Contingencies [Line Items] | |||||||||
Borrowing capacity | $ 368,000 | ||||||||
South San Francisco, California | |||||||||
Loss Contingencies [Line Items] | |||||||||
Term of contract | 5 years | ||||||||
Area of property (in sqft) | ft² | 9,780 | ||||||||
Remaining lease term | 1 year 10 months 24 days | 1 year 10 months 24 days | |||||||
Rent expense | $ 274,000 | $ 358,000 | $ 978,000 | $ 680,000 | |||||
Ann Arbor, Michigan | |||||||||
Loss Contingencies [Line Items] | |||||||||
Term of contract | 1 year 6 months | ||||||||
Number of non-cancelable lease agreements | lease | 2 | 2 | |||||||
Brisbane, California | |||||||||
Loss Contingencies [Line Items] | |||||||||
Term of contract | 8 years | ||||||||
Area of property (in sqft) | ft² | 20,116 | ||||||||
2022 (excluding the nine months ended September 30, 2022) | $ 0 | $ 0 | |||||||
2023 | 1,738,000 | 1,738,000 | |||||||
2024 | 1,798,000 | 1,798,000 | |||||||
2025 | 1,861,000 | 1,861,000 | |||||||
2026 and beyond | 10,331,000 | 10,331,000 | |||||||
South San Francisco, California | |||||||||
Loss Contingencies [Line Items] | |||||||||
Operating lease right-of-use assets | 1,312,000 | 1,312,000 | 3,051,000 | ||||||
Present value of operating lease obligations | $ 1,374,000 | $ 1,374,000 | $ 3,468,000 |
Commitment and Contingencies -
Commitment and Contingencies - Future minimum rental payments under operating leases with noncancelable terms (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||
Less: current portion | $ (871) | $ (1,442) |
Operating lease liabilities, less current portion | 503 | $ 2,026 |
South San Francisco, California and Ann Arbor, Michigan | ||
Loss Contingencies [Line Items] | ||
2022 (excluding the nine months ended September 30, 2022) | 269 | |
2023 | 875 | |
2024 | 302 | |
Total minimum lease payments | 1,446 | |
Less: imputed interest | (72) | |
Present value of operating lease obligations | 1,374 | |
Less: current portion | (871) | |
Operating lease liabilities, less current portion | $ 503 |
Loan Payable (Details)
Loan Payable (Details) | 3 Months Ended | 9 Months Ended | ||||
Jan. 15, 2021 USD ($) tranche | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 15,336,000 | $ 15,336,000 | ||||
Current loan payable | 3,500,000 | 3,500,000 | $ 0 | |||
Loan payable (net of discount and issuance costs of $489 and $756, respectively) | 11,836,000 | 11,836,000 | $ 15,069,000 | |||
Term Loan Member | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 35,000 | |||||
Number of tranches | tranche | 3 | |||||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 715% | |||||
Debt Instrument, Basis Spread on Variable Rate | 700% | |||||
ThersholdIndexRate | 15% | |||||
Debt Instrument, Periodic Payment, Principal | $ 500 | |||||
Debt Instrument, Unamortized Discount, Noncurrent | 898,000 | |||||
Payments of Debt Issuance Costs | 95,000 | |||||
Interest expense, debt | $ 389,000 | $ 437,000 | $ 1,186,000 | $ 944,000 | ||
Tranch A Term Loan Member | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | 15,000,000 | |||||
Tranch B Term Loan Member | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | 10,000,000 | |||||
Tranch C Term Loan Member | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 10,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Convertible Preferred Stock (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2021 | Jun. 25, 2021 | Dec. 31, 2020 | |
Temporary Equity [Line Items] | |||
Shares Authorized | 135,936,731 | 135,936,731 | |
Shares Issued and Outstanding | 114,686,731 | 114,686,731 | |
Aggregate Liquidation Amount | $ 100,187,000 | $ 100,187,000 | |
Proceeds from Issuance of Redeemable Convertible Preferred Stock | $ 99,414,000 | 99,414,000 | |
Net Carrying Value | $ 86,706,000 | $ 86,706,000 | |
Series A | |||
Temporary Equity [Line Items] | |||
Shares Authorized | 17,000,000 | 17,000,000 | |
Shares Issued and Outstanding | 17,000,000 | 17,000,000 | |
Per Share Liquidation Preference | $ 1 | $ 1 | |
Aggregate Liquidation Amount | $ 17,000,000 | $ 17,000,000 | |
Proceeds from Issuance of Redeemable Convertible Preferred Stock | 16,982,000 | 16,982,000 | |
Net Carrying Value | $ 16,982,000 | $ 16,982,000 | |
Series B | |||
Temporary Equity [Line Items] | |||
Shares Authorized | 25,186,738 | 25,186,738 | |
Shares Issued and Outstanding | 25,186,738 | 25,186,738 | |
Per Share Liquidation Preference | $ 1 | $ 1 | |
Aggregate Liquidation Amount | $ 25,187,000 | $ 25,187,000 | |
Proceeds from Issuance of Redeemable Convertible Preferred Stock | 24,943,000 | 24,943,000 | |
Net Carrying Value | $ 12,235,000 | $ 12,235,000 | |
Series B-1 | |||
Temporary Equity [Line Items] | |||
Shares Authorized | 93,749,993 | 93,749,993 | |
Shares Issued and Outstanding | 72,499,993 | 72,499,993 | |
Per Share Liquidation Preference | $ 0.80 | $ 0.80 | |
Aggregate Liquidation Amount | $ 58,000,000 | $ 58,000,000 | |
Proceeds from Issuance of Redeemable Convertible Preferred Stock | $ 57,489,000 | 57,489,000 | |
Net Carrying Value | $ 57,489,000 | $ 57,489,000 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | Apr. 29, 2022 $ / shares shares | Jul. 23, 2021 USD ($) |
PIPE Financing | ||
Temporary Equity [Line Items] | ||
Number of warrants issued | shares | 3,206,020 | |
Beneficial ownership percentage | 9.99% | |
Warrant notice period | 61 days | |
Beneficial ownership percentage after issuing notice | 19.99% | |
Jefferies LLC | At-The-Market Program | ||
Temporary Equity [Line Items] | ||
Sale of Stock, Amount Authorized | $ | $ 100,000,000 | |
EcoR1 Capital, LLC and Versant Venture Capital | PIPE Financing | ||
Temporary Equity [Line Items] | ||
Pre-funded warrant price (in dollars per share) | $ / shares | 2.359 |
Stock Compensation - Narrative
Stock Compensation - Narrative (Details) - USD ($) | 9 Months Ended | ||||
Jun. 17, 2022 | Jan. 01, 2022 | Jun. 11, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 110% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||
Granted (in shares) | 903,527 | 232,669 | |||
Granted (in dollars per share) | $ 3.35 | $ 19.09 | |||
2019 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 4% | 4% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Period of Automatic Increase to Outstanding Stock Maximum | 10 years | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 137,097 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 276,412 | 6,120 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,132,252 | ||||
2019 and 2017 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 954,122 | ||||
Employee Stock Ownership Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 1.50% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Available for Grant Per Year | 500,000 | ||||
Share-based Payment Arrangement, Employee | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 232,669 | ||||
Granted (in dollars per share) | $ 2.83 | $ 11.83 | |||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 4,443,000 | $ 2,935,000 | |||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 9 months 18 days | 1 year 4 months 24 days |
Stock Compensation - Stock Base
Stock Compensation - Stock Based Compensation Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 438,000 | $ 296,000 | $ 1,133,000 | $ 827,000 |
Research and Development Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 148,000 | 105,000 | 375,000 | 227,000 |
General and Administrative Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 290,000 | $ 191,000 | $ 758,000 | $ 600,000 |
Stock Compensation - Grant Date
Stock Compensation - Grant Date Fair Value of Option (Details) - Share-based Payment Arrangement, Employee | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 67% | |
Dividends | 0% | 0% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 6 months | 5 years 9 months 18 days |
Expected volatility | 110% | |
Risk-free interest rate | 1.50% | 0.90% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Expected volatility | 112% | |
Risk-free interest rate | 3.40% | 1.10% |
Stock Compensation - Summary of
Stock Compensation - Summary of Information About Stock Options Outstanding (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,637,929 | 790,637 | 736,095 | 452,165 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 8 years 9 months 10 days | |||
Outstanding (in dollars per share) | $ 8.72 | $ 32.82 | $ 37.47 | $ 5.35 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 1,637,929 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 8 years 9 months 10 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price | $ 8.72 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 486,089 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 7 years 8 months 15 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 15.22 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 0 |
Stock Compensation - Summary _2
Stock Compensation - Summary of Stock Options (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Outstanding at beginning (in shares) | 790,637 | 452,165 |
Assumed in reverse recapitalization (in shares) | 177,591 | |
Granted (in shares) | 903,527 | 232,669 |
Exercised (in shares) | 0 | (25,871) |
Cancelled and forfeited (in shares) | (56,235) | (100,459) |
Outstanding at end (in shares) | 1,637,929 | 736,095 |
Outstanding at beginning (in dollars per share) | $ 32.82 | $ 5.35 |
Assumed in reverse recapitalization (in dollars per share) | 179.79 | |
Granted (in dollars per share) | 3.35 | 19.09 |
Exercised (in dollars per share) | 0 | 3.77 |
Cancelled and forfeited (in dollars per share) | 266.80 | 107.77 |
Outstanding at end (in dollars per share) | $ 8.72 | $ 37.47 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Retirement Benefits [Abstract] | ||||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 39,000 | $ 0 | $ 100,000 | $ 0 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of basis in Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||||||
Net loss | $ (8,947) | $ (9,168) | $ (8,491) | $ (8,110) | $ (7,058) | $ (5,355) | $ (26,606) | $ (20,523) |
Denominator: | ||||||||
Weighted-average common shares outstanding (in shares) | 13,635,927 | 6,721,400 | 10,815,900 | 2,751,519 | ||||
Less: Weighted-average unvested restricted shares and shares subject to repurchase | 0 | (3,745) | 0 | (11,917) | ||||
Weighted-average shares of common stock outstanding, diluted (in shares) | 13,635,927 | 6,717,655 | 10,815,900 | 2,739,602 | ||||
Weighted-average shares of common stock outstanding, basic (in shares) | 13,635,927 | 6,717,655 | 10,815,900 | 2,739,602 | ||||
Net loss per share of common stock, basic (in dollars per share) | $ (0.66) | $ (1.21) | $ (2.46) | $ (7.49) | ||||
Net loss per share of common stock, diluted (in dollars per share) | $ (0.66) | $ (1.21) | $ (2.46) | $ (7.49) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings | 1,643,965 | 742,131 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings | 1,637,929 | 736,095 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings | 6,036 | 6,036 |