Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 28, 2023 | Jun. 30, 2022 | |
Document And Entity Information | |||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity Registrant Name | Corvus Pharmaceuticals, Inc. | ||
Entity Tax Identification Number | 46-4670809 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity File Number | 001-37719 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 863 Mitten Road, Suite 102 | ||
Entity Address, City or Town | Burlingame | ||
Entity Address, Postal Zip Code | 94010 | ||
Entity Address, State or Province | CA | ||
City Area Code | 650 | ||
Local Phone Number | 900-4520 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 34.2 | ||
Title of 12(b) Security | Common Stock | ||
Security Exchange Name | NASDAQ | ||
Trading Symbol | CRVS | ||
Entity Common Stock, Shares Outstanding | 46,568,511 | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Firm ID | 238 | ||
Auditor Location | San Jose, California | ||
Entity Central Index Key | 0001626971 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
ICFR Auditor Attestation Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 13,159 | $ 63,458 |
Marketable securities | 29,144 | 5,993 |
Accounts receivable - related party | 588 | 507 |
Prepaid and other current assets | 773 | 1,354 |
Total current assets | 43,664 | 71,312 |
Property and equipment, net | 353 | 451 |
Operating lease right-of-use asset | 2,217 | 3,190 |
Investment in Angel Pharmaceuticals | 21,877 | 34,266 |
Other assets | 129 | 236 |
Total assets | 68,240 | 109,455 |
Current liabilities: | ||
Accounts payable | 1,976 | 1,565 |
Operating lease liability | 1,228 | 1,046 |
Accrued and other liabilities | 7,548 | 7,081 |
Total current liabilities | 10,752 | 9,692 |
Operating lease liability | 1,373 | 2,601 |
Total liabilities | 12,125 | 12,293 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity: | ||
Preferred stock: $0.0001 par value; 10,000,000 shares authorized at December 31, 2022 and December 31, 2021; 0 shares issued and outstanding at December 31, 2022 and December 31, 2021 | ||
Common stock: $0.0001 par value; 290,000,000 shares authorized at December 31, 2022 and December 31, 2021; 46,553,511 shares issued and outstanding at December 31, 2022 and December 31, 2021 | 5 | 5 |
Additional paid-in capital | 364,361 | 361,669 |
Accumulated other comprehensive (loss) income | (563) | 1,869 |
Accumulated deficit | (307,688) | (266,381) |
Total stockholders' equity | 56,115 | 97,162 |
Total liabilities and stockholders' equity | $ 68,240 | $ 109,455 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 290,000,000 | 290,000,000 |
Common stock, shares issued | 46,553,511 | |
Common stock, shares outstanding | 46,553,511 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | |||
Research and development | $ 24,468 | $ 29,115 | $ 31,830 |
General and administrative | 8,097 | 9,515 | 11,930 |
Total operating expenses | 32,565 | 38,630 | 43,760 |
Loss from operations | (32,565) | (38,630) | (43,760) |
Interest income and other expense, net | 654 | (15) | 540 |
Gain on sale of property and equipment | 22 | ||
Gain on deconsolidation of Angel Pharmaceuticals | 37,459 | ||
Sublease income - related party | 587 | 235 | |
Loss from equity method investment | (10,005) | (4,831) | (234) |
Net loss | $ (41,307) | $ (43,241) | $ (5,995) |
Net loss per share, basic | $ (0.89) | $ (1.03) | $ (0.20) |
Net loss per share, diluted | $ (0.89) | $ (1.03) | $ (0.20) |
Shares used to compute net loss per share, basic | 46,553,511 | 41,854,110 | 29,478,878 |
Shares used to compute net loss per share, diluted | 46,553,511 | 41,854,110 | 29,478,878 |
Other comprehensive loss: | |||
Unrealized gain (loss) on marketable securities | $ (48) | $ (7) | $ (25) |
Cumulative foreign currency translation adjustment | (2,384) | 1,872 | |
Comprehensive loss | $ (43,739) | $ (41,376) | $ (6,020) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock. | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 3 | $ 288,224 | $ 29 | $ (217,145) | $ 71,111 |
Balance (in shares) at Dec. 31, 2019 | 27,953,233 | ||||
Issuance of common stock in connection with at-the-market offering, net | 1,222 | 1,222 | |||
Issuance of common stock in connection with at-the-market offering, net (Shares) | (310,734) | ||||
Common stock issued on exercise of stock options | 88 | 88 | |||
Common stock issued on exercise of stock options (in shares) | 108,667 | ||||
Stock-based compensation expense | 5,747 | 5,747 | |||
Unrealized gain (loss) on marketable securities | (25) | (25) | |||
Net loss | (5,995) | (5,995) | |||
Balance at Dec. 31, 2020 | $ 3 | 295,281 | 4 | (223,140) | 72,148 |
Balance (in shares) at Dec. 31, 2020 | 28,372,634 | ||||
Issuance of common stock in connection with at-the-market offering, net | $ 1 | 28,953 | 28,954 | ||
Issuance of common stock in connection with at-the-market offering, net (Shares) | 6,609,605 | ||||
Common stock issued on exercise of stock options | 1,215 | 1,215 | |||
Common stock issued on exercise of stock options (in shares) | 329,665 | ||||
Issuance of common stock upon exercise of Exchange Warrants (Shares) | 1,457,947 | ||||
Issuance of common stock upon follow-on public offering, net | $ 1 | 31,988 | 31,989 | ||
Issuance of common stock upon follow-on public offering, net (Shares) | 9,783,660 | ||||
Stock-based compensation expense | 4,232 | 4,232 | |||
Unrealized gain (loss) on marketable securities | (7) | (7) | |||
Foreign currency translation adjustment | 1,872 | 1,872 | |||
Net loss | (43,241) | (43,241) | |||
Balance at Dec. 31, 2021 | $ 5 | 361,669 | 1,869 | (266,381) | 97,162 |
Balance (in shares) at Dec. 31, 2021 | 46,553,511 | ||||
Stock-based compensation expense | 2,692 | 2,692 | |||
Unrealized gain (loss) on marketable securities | (48) | (48) | |||
Foreign currency translation adjustment | (2,384) | (2,384) | |||
Net loss | (41,307) | (41,307) | |||
Balance at Dec. 31, 2022 | $ 5 | $ 364,361 | $ (563) | $ (307,688) | $ 56,115 |
Balance (in shares) at Dec. 31, 2022 | 46,553,511 |
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 from operating activities | |||
Net loss | $ (41,307) | $ (43,241) | $ (5,995) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 367 | 460 | 632 |
Accretion related to marketable securities | (170) | 239 | 154 |
Stock-based compensation | 2,692 | 4,232 | 5,747 |
Gain from sale of property and equipment | (22) | ||
Gain on deconsolidation of Angel Pharmaceuticals | (37,459) | ||
Loss from equity method investment | 10,005 | 4,831 | 234 |
Changes in operating assets and liabilities: | |||
Accounts receivable - related party | (81) | (507) | |
Prepaid and other current assets | 581 | (277) | 285 |
Operating lease right-of-use asset | 973 | (1,542) | 679 |
Other assets | 107 | 178 | 99 |
Accounts payable | 411 | (1,902) | 1,019 |
Accrued and other liabilities | 467 | (523) | 705 |
Operating lease liability | (1,046) | 1,337 | (878) |
Net cash used in operating activities | (27,023) | (36,715) | (34,778) |
Cash flows from investing activities | |||
Purchases of marketable securities | (66,191) | (9,357) | (42,540) |
Sales of marketable securities | 1,009 | ||
Maturities of marketable securities | 43,162 | 30,922 | 86,376 |
Purchases of property and equipment | (269) | (5) | (76) |
Proceeds from sale of property and equipment | 22 | ||
Net cash provided by (used in) investing activities | (23,276) | 21,560 | 44,769 |
Cash flows from financing activities | |||
Proceeds from issuance of common stock, net (includes $4,850 in aggregate gross proceeds from related parties for the year ended December 31, 2021) | 31,989 | ||
Proceeds from issuance of common stock in connection with at-the-market offering, net | 28,954 | 1,222 | |
Proceeds from exercise of common stock options | 1,215 | 88 | |
Net cash provided by financing activities | 62,158 | 1,310 | |
Net increase (decrease) in cash and cash equivalents | (50,299) | 47,003 | 11,301 |
Cash and cash equivalents at beginning of the period | 63,458 | 16,455 | 5,154 |
Cash and cash equivalents at end of the period | $ 13,159 | 63,458 | $ 16,455 |
Supplemental disclosures of cash flow information | |||
Purchases of property and equipment incurred but not paid | $ 5 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | |
Proceeds from issuance of common stock, net, from related parties | $ 4,850 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2022 | |
Organization | |
Organization | 1. Organization Corvus Pharmaceuticals, Inc. (“Corvus” or the “Company”) was incorporated in Delaware on January 27, 2014 and commenced operations in November 2014. Corvus is a clinical-stage biopharmaceutical company. The Company’s operations are located in Burlingame, California. Presentation Initial Public Offering On March 22, 2016, the Company’s registration statement on Form S-1 (File No. 333-208850) relating to its initial public offering (“IPO”) of its common stock was declared effective by the Securities and Exchange Commission (“SEC”) and the shares of its common stock began trading on the Nasdaq Global Market on March 23, 2016. The public offering price of the shares sold in the IPO was $15.00 per share. The IPO closed on March 29, 2016, pursuant to which the Company sold 4,700,000 shares of its common stock. On April 26, 2016, the Company sold an additional 502,618 shares of its common stock to the underwriters upon partial exercise of their over-allotment option, at the initial offering price of $15.00 per share. The Company received aggregate net proceeds of approximately $70.6 million, after underwriting discounts, commissions and offering expenses. Immediately prior to the consummation of the IPO, all outstanding shares of convertible preferred stock were converted into common stock. Follow-on Public Offering In March 2018, the Company completed a follow-on public offering in which the Company sold 8,117,647 shares of common stock at a price of $8.50 per share, which included 1,058,823 shares issued pursuant to the underwriters’ exercise of their option to purchase additional shares of common stock. The aggregate net proceeds received by the Company from the offering were approximately $64.9 million, net of underwriting discounts and commissions and offering expenses payable by the Company. In February 2021, the Company completed a follow-on public offering in which the Company sold 9,783,660 shares of common stock at a price of $3.50 per share, which included 1,212,231 shares issued pursuant to the underwriters’ exercise of their option to purchase additional shares of common stock. The aggregate net proceeds received by the Company from the offering were approximately $32.0 million, net of underwriting discounts and commissions and offering expenses. Liquidity supply, sales and marketing and general operations. In addition, other unanticipated costs may arise. Because the outcome of any clinical trial and/or regulatory approval process is highly uncertain, the Company may not be able to accurately estimate the actual amounts necessary to successfully complete the development, regulatory approval process and commercialization of CPI-818, ciforadenant and mupadolimab, or any other product candidates. The Company does not expect its existing capital resources to be sufficient to enable it to fund the completion of its clinical trials and remaining development program of CPI-818, ciforadenant and mupadolimab through commercialization. In addition, its operating plan may change as a result of many factors. Exchange Warrants On November 8, 2019, the Company entered into an exchange agreement (the “Exchange Agreement”) with an investor and its affiliates (the “Exchanging Stockholders”), pursuant to which the Company exchanged an aggregate of 1,458,000 shares of the Company’s common stock, par value $0.0001 per share, owned by the Exchanging Stockholders for pre-funded warrants (the “Exchange Warrants”) to purchase an aggregate of 1,458,000 shares of common stock (subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Exchange Warrants), with an exercise price of $0.0001 per share. The Exchange Warrants were exercisable at any time prior to expiration except that the Exchange Warrants could not be exercised by the Exchanging Stockholders if, after giving effect thereto, the Exchanging Stockholders would have beneficially owned more than 9.99% of the Company’s common stock, subject to certain exceptions. In accordance with Accounting Standards Codification Topic 505, Equity, and Accounting Research Bulletin 43, the Company recorded the retirement of the common stock exchanged as a reduction of common shares outstanding and elected to record the excess over par value as a debit to additional paid-in-capital at the fair value of the Exchange Warrants on the issuance date. The Exchange Warrants were classified as equity in accordance with Accounting Standards Codification Topic 480, Distinguishing Liabilities from Equity, and Accounting Standards Codification Topic 815, Derivatives and Hedging, and the fair value of the Exchange Warrants was recorded as a credit to additional paid-in capital and is not subject to remeasurement. The Company determined that the fair value of the Exchange Warrants was substantially similar to the fair value of the retired shares on the issuance date due to the negligible exercise price for the Exchange Warrants. In September 2021, the Exchange Warrants were fully exercised, resulting in the issuance of 1,457,947 shares of common stock on a net exercise basis. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s functional and reporting currency is the U.S. dollar, except for its investment in its equity method investee which is the Chinese renminbi (RMB). The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and discharge of liabilities in the normal course of business. Since its inception, the Company has incurred significant losses and negative cash flows from operations. As of December 31, 2022, the Company had an accumulated deficit of $307.7 million and cash, cash equivalents and marketable securities of $42.3 million. The Company has financed its operations primarily with the proceeds from the sale of stock. The Company will need to raise additional capital to meet its business objectives. The Company believes that its current cash, cash equivalents and marketable securities will be sufficient to fund its planned expenditures and meet its obligations through at least the next twelve months from the issuance of these financial statements. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from such estimates. Concentrations of Credit Risk and Other Risks and Uncertainties Substantially all of the Company’s cash and cash equivalents are deposited in accounts with two financial institutions that management believes are of high credit quality. Such deposits may, at times, exceed federally insured limits. The Company maintains its cash with an accredited financial institution and accordingly, such funds are subject to minimal credit risk. The Company’s marketable securities consist of investments in U.S. Treasury securities and U.S. government agency securities, which can be subject to certain credit risks. However, the Company mitigates the risks by investing in high-grade instruments, limiting its exposure to any one issuer, and monitoring the ongoing creditworthiness of the financial institutions and issuers. The Company has not experienced any losses on its deposits of cash, cash equivalents or marketable securities. The Company is subject to a number of risks similar to other early stage biopharmaceutical companies, including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical testing or clinical trials, its reliance on third parties to conduct its clinical trials, the need to obtain marketing approval for its product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Company’s product candidates, its right to develop and commercialize its product candidates pursuant to the terms and conditions of the licenses granted to the Company, and protection of proprietary technology. If the Company does not successfully commercialize or partner any of its product candidates, it will be unable to generate product revenue or achieve profitability. Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment, that of the development of and commercialization of drugs and antibodies that target critical elements of the immune system. Cash, Cash Equivalents and Marketable Securities The Company considers all highly liquid investment securities with remaining maturities at the date of purchase of three months or less to be cash equivalents. Investments with remaining maturities, at the date of purchase, greater than three months are classified as “available-for-sale” and are carried at fair value with unrealized gains and losses, if any, included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Interest and realized gains and losses are included in interest income. Realized gains and losses are recognized based on the specific identification model. Fair Value Measurements Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). The carrying amount of the Company’s financial instruments, including cash equivalents, accounts payable and accrued liabilities, approximate fair value due to their short-term maturities. Investments in Equity Securities For equity method investees with a functional currency different than the Company’s reporting currency, the Company follows the guidance under ASC 830-10-15-5, pursuant to which, the foreign currency financial statements of a foreign investee accounted for by the equity method should be translated to the reporting entity's reporting currency. Property and Equipment, Net Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets: Laboratory equipment 5 years Computer equipment and purchased software 3 years Leasehold improvements Shorter of asset's useful life or remaining term of lease Maintenance and repairs that do not extend the life or improve the asset are expensed when incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation or amortization are removed from the balance sheet and any resulting gain or loss is reflected in operations. Impairment of Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of all of its long-lived assets, including property and equipment, to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset or asset group. Should impairment exist, the impairment loss to be recognized is measured by the amount by which the carrying amount of the asset exceeds the projected discounted future net cash flows arising from the asset. All long-lived assets are maintained in the United States of America. Clinical Trial Accruals Costs for preclinical studies and clinical trial activities are recognized based on an evaluation of the vendors’ progress towards completion of specific tasks. The Company applies significant judgment in developing estimates for clinical trial accruals based on assumptions related to vendors’ progress towards completion. In developing these estimates, management estimates vendors’ progress towards completion using data such as clinical site activations, patient enrollment or information provided to the Company by its vendors regarding their actual costs incurred. Payments for these activities are based on the terms of individual contracts and payment timing may differ significantly from the period in which the services are performed. The Company determines accrual estimates through reports from and discussions with applicable personnel and outside service providers as to the progress or state of completion, or the services completed. The Company’s estimates of accrued expenses as of each balance sheet date are based on the facts and circumstances known at the time. Stock-Based Compensation The Company maintains incentive plans under which incentive stock options and nonqualified stock options may be granted to employees and non-employee service providers. The Company accounts for stock-based employee compensation arrangements in accordance with the provisions of ASC 718, “Compensation—Stock Compensation.” For stock options granted to employees, the Company recognizes compensation expense for all stock-based awards based on the grant-date estimated fair values. The value of the award is recognized as an expense ratably over the requisite service period. The fair value of stock options is determined using the Black-Scholes option pricing model. Forfeitures are accounted for when they occur. Stock-based compensation expense related to stock options granted to non-employees is recognized based on the fair value of the stock options, determined using the Black-Scholes option pricing model. The awards generally vest over the time period the Company expects to receive service from the non-employee. Income Taxes The Company accounts for income taxes under the asset and liability method. The Company estimates actual current tax exposure together with assessing temporary differences resulting from differences in accounting for reporting purposes and tax purposes for certain items, such as accruals and allowances not currently deductible for tax purposes. These temporary differences result in deferred tax assets and liabilities, which are included in the Company’s balance sheets. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in the Company’s statements of operations and comprehensive loss become deductible expenses, under applicable income tax laws or when net operating loss or credit carryforwards are utilized. Accordingly, realization of the Company’s deferred tax assets is dependent on future taxable income against which these deductions, losses and credits can be utilized. The Company must assess the likelihood that the Company’s deferred tax assets will be recovered from future taxable income and a valuation allowance is recorded when it is more likely than not that the deferred tax asset will not be recovered. The Company applies judgment in the determination of the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Based on the available evidence, the Company is unable, at this time, to support the determination that it is more likely than not that its deferred tax assets will be utilized in the future. Accordingly, the Company recorded a full valuation allowance for all periods presented. The Company intends to maintain a valuation allowance until sufficient evidence exists to support its reversal. The Company recognizes benefits of uncertain tax positions if it is more likely than not 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 recognizes any material interest and penalties related to unrecognized tax benefits in income tax expense. The Company is required to file income tax returns in the U.S. federal jurisdiction. The Company currently is not under examination by the Internal Revenue Service or other jurisdictions for any tax years. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. The Company’s elements of other comprehensive loss in any period presented were unrealized gains and losses on available-for-sale marketable securities and cumulative foreign currency translation adjustments. Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding and Exchange Warrants outstanding during the period, without consideration of potentially dilutive securities. In accordance with Accounting Standards Codification Topic 260, Earnings Per Share Recent Accounting Pronouncements |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2022 | |
Net Loss per Share | |
Net Loss per Share | 3. Net Loss per Share The following table shows the calculation of net loss per share (in thousands, except share and per share data): Year Ended December 31, 2022 2021 2020 Numerator: Net loss - basic and diluted $ (41,307) $ (43,241) $ (5,995) Denominator: Weighted average common shares outstanding used to compute basic and diluted net loss per share 46,553,511 41,854,110 29,478,878 Net loss per share, basic and diluted $ (0.89) $ (1.03) $ (0.20) The amounts in the table below were excluded from the calculation of diluted net loss per share, due to their anti-dilutive effect: Year Ended December 31, 2022 2021 2020 Outstanding options 7,006,250 6,354,308 6,664,173 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | 4. Fair Value Measurements Financial assets and liabilities are measured and recorded at fair value. The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. The fair value hierarchy prioritizes valuation inputs based on the observable nature of those inputs. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of the investments and is not a measure of the investment credit quality. The hierarchy defines three levels of valuation inputs: ● Level 1—Quoted prices in active markets for identical assets or liabilities ● Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly ● Level 3—Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability There have been no transfers of assets and liabilities between levels of hierarchy. The Company’s Level 2 investments are valued using third-party pricing sources. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar investments, issuer credit spreads, benchmark investments, prepayment/default projections based on historical data and other observable inputs. The following tables present information as of December 31, 2022 and 2021 about the Company’s assets that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy the Company utilized to determine such fair values (in thousands): December 31, 2022 Fair Value Measured Using Total (Level 1) (Level 2) (Level 3) Balance Assets Cash equivalents $ 11,942 $ — $ — $ 11,942 Marketable securities 22,001 7,143 — 29,144 $ 33,943 $ 7,143 $ — $ 41,086 December 31, 2021 Fair Value Measured Using Total (Level 1) (Level 2) (Level 3) Balance Assets Cash equivalents $ 61,992 $ — $ — $ 61,992 Marketable securities 1,011 4,982 — 5,993 $ 63,003 $ 4,982 $ — $ 67,985 As of December 31, 2022, marketable securities had a maximum remaining maturity of twelve months. As of December 31, 2022 and 2021, the fair value of available for sale marketable securities by type of security were as follows (in thousands): December 31, 2022 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value U.S. Treasury securities $ 22,020 $ 4 $ (23) $ 22,001 U.S. Government agency securities 7,175 — (32) 7,143 $ 29,195 $ 4 $ (55) $ 29,144 December 31, 2021 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value U.S. Treasury securities $ 1,012 $ — $ (2) $ 1,010 U.S. Government agency securities 4,984 — (1) 4,983 $ 5,996 $ — $ (3) $ 5,993 |
Equity Method Investment
Equity Method Investment | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investment | |
Equity Method Investment | 5. Equity Method Investment In August 2020, the Company established Angel Pharmaceuticals Co. Ltd. (“Angel”), a wholly-owned corporate venture in the People’s Republic of China (“China”) designed to develop, manufacture, and commercialize CPI-818, ciforadenant and mupadolimab compounds for distribution within the countries of China, Taiwan, Macao, and Hong Kong (collectively, the “Territories”) based on intellectual property licenses to be contributed to Angel by the Company. In October 2020, Angel raised financing from third-party investors, the licenses were entered into and the Company’s ownership interest was reduced to 53.2%. Under the license agreements, the Company is required to provide manufacturing supply services for future supply of drug products for use in clinical trials, research and development, operational support, and participate in the joint steering committee which oversees the development and commercialization of the compounds. Angel is not required to make any payments to the Company regarding the licensed compounds or the additional services outlined in the agreement. Pursuant to the terms of the agreement, during the Exclusive Grant Back Period, Angel grants to Corvus an exclusive, fully paid-up and sublicensable license for sole and jointly owned IP. After the 7 year Exclusive Grant Back Period, the licenses for sole and jointly owned IP that Angel grants to the company will be non-exclusive, fully paid, and sublicensable. As a result of the financing, the Company reassessed its interest in Angel and determined that while Angel is a VIE, the Company is not considered the primary beneficiary of such VIE since Corvus does not have the power, through voting or similar rights and the license agreements, to direct the activities of Angel that most significantly impact Angel’s economic performance. Further, the Company determined that as it has a significant influence over Angel, and, therefore, it shall account for its investment in Angel using the equity method starting in October 2020, the date it lost control over Angel. At the date of loss of control, the Company derecognized all of Angel’s assets and liabilities from its balance sheet, recognized the retained equity interest at its fair value of $37.5 million, and recognized a gain of $37.5 million, which is included in gain on deconsolidation of Angel Pharmaceuticals on the consolidated statement of operations for the year ended December 31, 2020. As of December 31, 2022, the Company’s ownership interest in Angel was approximately 49.7%, excluding 7% of Angel’s equity reserved for issuance under the Angel ESOP. The Company recognized its share of losses in Angel for the total amount of $10.0 million, $4.8 million and $0.2 million as loss from equity method investment on the consolidated statement of operations for the years ended December 31, 2022, 2021 and 2020, respectively. Since inception through December 31, 2022, Angel has not recorded any revenue. Summary Financial Information Summary financial information for Angel Pharmaceuticals is as follows: As of As of Balance Sheet Data December 31, 2022 December 31, 2021 (in thousands) Current assets $ 29,062 $ 38,608 Non-current assets 1,652 1,818 Current liabilities 6,293 2,119 Non-current liabilities 985 105 Stockholders' equity 23,436 38,202 Year Ended December 31, Statement of Operations Data 2022 2021 2020 (1) (in thousands) Net loss $ (11,846) $ (5,697) $ (274) Share of loss from investments accounted for using the equity method (10,005) (4,831) (234) (1) The Company’s share of loss is based on net loss beginning October 2020 upon the deconsolidation of Angel Pharmaceuticals . |
License and Collaboration Agree
License and Collaboration Agreements | 12 Months Ended |
Dec. 31, 2022 | |
License and Collaboration Agreements | |
License and Collaboration Agreements | 6. License and Collaboration Agreements Scripps Licensing Agreement In December 2014, the Company entered into a license agreement with The Scripps Research Institute (“Scripps”), pursuant to which it was granted a non-exclusive, world-wide license for all fields of use under Scripps’ rights in certain know-how and technology related to a mouse hybridoma clone expressing an anti-human CD73 antibody, and to progeny, mutants or unmodified derivatives of such hybridoma and any antibodies expressed by such hybridoma, from which we developed CPI-006. Scripps also granted the Company the right to grant sublicenses in conjunction with other proprietary rights the Company holds, or to others collaborating with or performing services for the Company. Under this license agreement, Scripps has agreed not to grant any additional commercial licenses with respect to such materials, other than march-in rights granted to the U.S. government. Upon execution of the agreement, the Company made a one-time cash payment to Scripps of $10,000 in 2015 and is also obligated to pay a minimum annual fee to Scripps of $25,000. The one-time cash payment was recorded as research and development expense as technological feasibility of the asset had not been established and there was no alternative future use. A minimum annual fee payment is due on each anniversary of the effective date of the agreement for the term of the agreement. The Company is also required to make performance-based cash payments upon successful completion of clinical and sales milestones. The aggregate potential milestone payments are $2.5 million. The Company is also required to pay royalties on net sales of licensed products (including CPI-006) sold by it, its affiliates and its sublicensees at a rate in the low-single digits. In addition, should the Company sublicense the rights licensed under the agreement, it has agreed to pay a percentage of sublicense revenue received at specified rates that start at double digit percentages and decrease to single digit percentages based on the elapsed time from the effective date of the agreement and the time of entry into such sublicense. To date, no milestone payments have been made. The Company’s license agreement with Scripps will terminate upon expiration of its obligation to pay royalties to Scripps under the license agreement. The Company’s license agreement with Scripps is terminable by the consent of the parties, at will by the Company upon providing 90 days written notice to Scripps, or by Scripps for certain material breaches, or if the Company undergoes a bankruptcy event. In addition, Scripps may terminate the license on a product-by-product basis, or the entire agreement, if the Company fails to meet specified diligence obligations related to the development and commercialization of licensed products. Scripps may also terminate the agreement after the third anniversary of the effective date of the agreement if it reasonably believes, based on reports the Company provides to Scripps, that the Company has not used commercially reasonable efforts as required under the agreement, subject to a specified notice and cure period. Vernalis Licensing Agreement In February 2015, the Company entered into a license agreement with Vernalis (R&D) Limited (“Vernalis”), which was subsequently amended as of November 5, 2015, and, pursuant to which the Company was granted an exclusive, worldwide license under certain patent rights and know-how, including a limited right to grant sublicenses, for all fields of use to develop, manufacture and commercialize products containing certain adenosine receptor antagonists, including ciforadenant. Pursuant to this agreement, the Company made a one-time cash payment to Vernalis in the amount of $1.0 million, which was recorded as research and development expense as technological feasibility of the asset had not been established and there was no alternative future use. The Company is also required to make cash milestone payments to Vernalis upon the successful completion of clinical and regulatory milestones for licensed products depending on the indications for which such licensed products are developed and upon achievement of certain sales milestones. In February 2017, the Company made a milestone payment of $3.0 million to Vernalis following the expansion of a cohort of patients with renal cell cancer treated with single agent ciforadenant in the Company’s Phase 1/1b clinical trial. During the year ended December 31, 2022, no clinical or regulatory milestones were completed or paid to Vernalis and the aggregate potential milestone payments were approximately $220 million for all indications as of December 31, 2022. The Company has also agreed to pay Vernalis tiered incremental royalties based on the annual net sales of licensed products containing ciforadenant on a product-by-product and country-by-country basis, subject to certain offsets and reductions. The tiered royalty rates for products containing ciforadenant range from the mid-single digits up to the low-double digits on a country-by-country net sales basis. The royalties on other licensed products that do not include ciforadenant also increase with the amount of net sales on a product-by-product and country-by-country basis and range from the low-single digits up to the mid-single digits on a country-by-country net sales basis. The Company is also obligated to pay to Vernalis certain sales milestones as indicated above when worldwide net sales reach specified levels over an agreed upon time period. The agreement will expire on a product-by-product and country-by-country basis upon the expiration of the Company’s payment obligations to Vernalis in respect of a particular product and country. Both parties have the right to terminate the agreement for an uncured material breach by the other party. The Company may also terminate the agreement at its convenience by providing 90 days written notice, provided that the Company has not received notice of its own default under the agreement at the time the Company exercises such termination right. Vernalis may also terminate the agreement if the Company challenges a licensed patent or undergoes a bankruptcy event. Monash License Agreement In April 2017, the Company entered into a license agreement with Monash University (“Monash”), pursuant to which the Company was granted an exclusive, sublicensable worldwide license under certain know-how, patent rights and other intellectual property rights controlled by Monash to research, develop, and commercialize certain antibodies directed to CXCR2 for the treatment of human diseases. Upon execution of the agreement, the Company made a one-time cash payment to Monash of $275,000 and reimbursed Monash for certain patent prosecution costs incurred prior to execution of the agreement. The Company recorded these payments as research and development expenses for the year ended December 31, 2017. The Company is also obligated to pay an annual license maintenance fee to Monash of $25,000 until a certain development milestone is met with respect to the licensed product, after which no further maintenance fee will be due. The Company is also required to make development and sales milestone payments to Monash with respect to the licensed products. During the year ended December 31, 2022, no development or sales milestones were completed or paid to Monash and the aggregate potential milestones were $45.1 million as of December 31, 2022. The Company is also required to pay to Monash tiered royalties on net sales of licensed products sold by it, its affiliates and its sublicensees at a rate ranging in the low-single digits. In addition, should the Company sublicense its rights under the agreement, the Company has agreed to pay a percentage of sublicense revenue received at specified rates that are currently at low double digit percentages and decrease to single digit percentages based on the achievement of development milestones. The term of the Company’s agreement with Monash continues until the expiration of its obligation to pay royalties to Monash thereunder. The license agreement is terminable at will by the Company upon providing 30 days written notice to Monash, or by either party for material breaches by the other party. In addition, Monash may terminate the entire agreement or convert the license to a non-exclusive license if the Company has materially breached its obligation to use commercially reasonable efforts to develop and commercialize a licensed product, subject to a specified notice and cure mechanism. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Components | |
Balance Sheet Components | 7. Balance Sheet Components (in thousands): December 31, December 31, 2022 2021 Prepaid and Other Current Assets Interest receivable $ 45 $ 32 Prepaid research and development manufacturing expenses 192 740 Prepaid facility expenses 182 174 Prepaid insurance 252 280 Other 102 128 $ 773 $ 1,354 Property and Equipment Laboratory equipment $ 2,673 $ 2,477 Computer equipment and purchased software 142 142 Leasehold improvements 2,084 2,084 4,899 4,703 Less: accumulated depreciation and amortization (4,546) (4,252) $ 353 $ 451 Accrued and Other Liabilities Accrued clinical trial expense $ 2,934 $ 4,010 Accrued manufacturing expense 3,254 839 Personnel related 1,113 1,846 Accrued legal and accounting 89 265 Other 158 121 $ 7,548 $ 7,081 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock | |
Common Stock | 8. Common Stock As of December 31, 2022, the amended and restated certificate of incorporation authorizes the Company to issue 290 million shares of common stock and 10 million shares of preferred stock. Each share of common stock is entitled to one vote. Common stockholders are entitled to dividends if and when declared by the board of directors. As of December 31, 2022, no dividends on common stock had been declared. In March 2020, the Company entered into an open market sale agreement (the “2020 Sales Agreement”) with Jefferies LLC (“Jefferies”) to sell shares of the Company’s common stock, from time-to-time, with aggregate gross sales proceeds of up to $50,000,000, through an at-the-market equity offering program under which Jefferies will act as its sales agent. In November 2021, the Company entered into another Sale Agreement (“2021 Sales Agreement”) with Jefferies to sell shares of our common stock from time-to-time, with aggregate gross sales proceeds of up to $40,000,000. The issuance and sale of shares of common stock by the Company pursuant to the Sales Agreements are deemed an “at-the-market” offering under the Securities Act of 1933, as amended. Jefferies is entitled to compensation for its services equal to up to 3.0% of the gross proceeds of any shares of common stock sold through Jefferies under the Sales Agreements. During the year ended December 31, 2022, the Company did not sell any shares of common stock under its at-the-market offering program. As of December 31, 2022, the Company had sold 6,920,339 shares of common stock for gross proceeds of $31.1 million under the 2020 Sales Agreement. As of December 31, 2022, $18.9 million remained for sale under the 2020 Sales Agreement and $40.0 million remained for sale under the 2021 Sales Agreement. The Company has reserved shares of common stock, for issuance as follows: December 31, 2022 2021 2020 Exchange warrants — — 1,458,000 Shares available for future option grants 4,017,011 2,806,953 1,692,753 Outstanding options 7,006,250 6,354,308 6,664,173 Shares reserved for employee stock purchase plan 400,000 400,000 400,000 Total 11,423,261 9,561,261 10,214,926 |
Stock Option Plans
Stock Option Plans | 12 Months Ended |
Dec. 31, 2022 | |
Stock Option Plans | |
Stock Option Plans | 9. Stock Option Plans In February 2014, the Company adopted the 2014 Equity Incentive Plan (the “2014 Plan”), which was subsequently amended in November 2014, July 2015 and September 2015, under which it granted incentive stock options (“ISOs”) or non-qualified stock options (“NSOs”). Terms of stock agreements, including vesting requirements, are determined by the board of directors or a committee authorized by the board of directors, subject to the provisions of the 2014 Plan. In general, awards granted by the Company vest over four years and have maximum exercise term of 10 years. The 2014 Plan provides that grants must be at an exercise price of 100% of fair market value of the Company’s common stock as determined by the board of directors on the date of the grant. In connection with the consummation of the IPO in March 2016, the 2016 Equity Incentive Award Plan (the “2016 Plan”), became effective. Under the 2016 Plan, incentive stock options, non-statutory stock options, stock purchase rights and other stock-based awards may be granted. Terms of stock agreements, including vesting requirements, are determined by the board of directors or a committee authorized by the board of directors, subject to the provisions of the 2016 Plan. In general, awards granted by the Company vest over four years and have a maximum exercise term of 10 years. The 2016 Plan provides that grants must be at an exercise price of 100% of fair market value of the Company’s common stock as determined by the board of directors on the date of the grant. In conjunction with adopting the 2016 Plan, the 2014 Plan was terminated and no further awards will be granted under the 2014 Plan. Options outstanding under the 2014 Plan as of the effective date of the 2016 Plan that are forfeited or lapse unexercised may be re-issued under the 2016 Plan, up to a maximum of 1,136,229 shares. Activity under the Company’s stock option plans is set forth below: Options Outstanding Weighted ‑ Shares Average Available Number of Exercise for Grant Options Price Balance at December 31, 2021 2,806,953 6,354,308 $ 6.80 Additional shares authorized 1,862,000 — — Options granted (1,706,400) 1,706,400 1.02 Options forfeited 1,054,458 (1,054,458) 7.75 Balance at December 31, 2022 4,017,011 7,006,250 $ 5.25 The weighted average grant date fair value of options granted for the years ended December 31, 2022, 2021 and 2020, was $0.69, $1.93 and $2.66, respectively. Options outstanding that had vested or were expected to vest at December 31, 2022 were as follows: Weighted Average Aggregate Weighted Remaining Intrinsic Number Average Contractual Value of shares Exercise Price Life (years) (in thousands) Vested 4,121,317 $ 7.51 5.95 $ 19.95 Expected to vest 2,884,933 $ 2.02 8.94 $ — In the table above, aggregate intrinsic value represents the difference between the exercise price of the options to purchase common stock and the fair value of the Company’s common stock of $0.85 per share as of December 31, 2022. The aggregate intrinsic value of stock options exercised in the years ended December 31, 2022, 2021 and 2020, was $0.0 million, $1.0 million and $0.3 million, respectively. The total fair value of options that vested in the year ended December 31, 2022, 2021 and 2020, was $2.8 million, $4.5 million, and $6.0 million, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Stock-Based Compensation | |
Stock-Based Compensation | 10. Stock-Based Compensation The Company’s results of operations include expenses relating to stock-based awards as follows (in thousands): Year Ended December 31, 2022 2021 2020 Research and development $ 1,039 $ 2,161 $ 2,791 General and administrative 1,653 2,071 2,956 Total $ 2,692 $ 4,232 $ 5,747 Valuation Assumptions The Company estimated the fair value of employee stock options using the Black-Scholes valuation model. The fair value of employee stock options is being amortized on a straight-line basis over the requisite service period of the awards. The fair value of employee stock options were estimated using the following assumptions for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 2021 2020 Risk-free interest rate 3.0 % 0.9 % 0.5 % Expected volatility 83.8 % 86.7 % 82.7 % Expected term (in years) 5.5 6.0 6.0 Expected dividend yield 0 % 0 % 0 % Risk-free Interest Rate: Volatility expected term. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Expected Term: Expected Dividends: At December 31, 2022, 2021 and 2020, the unrecognized compensation expense associated with respect to options granted to employees was $3.9 million, $5.9 million and $10.4 million, respectively, and is expected to be recognized on a straight-line basis over 2.44, 2.69, and 2.78 years, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | 11. Income Taxes The components of loss before income tax is as follows (in thousands): December 31, 2022 2021 2020 Domestic $ (41,307) $ (43,241) $ (5,995) Foreign — — — $ (41,307) $ (43,241) $ (5,995) During the years ended December 31, 2022, 2021 and 2020, the Company recorded no income tax benefits for the net operating losses (NOLs) incurred due to the uncertainty of realizing a benefit from those items. A reconciliation of the Company’s effective tax rate to the U.S. Federal statutory rate is as follows: December 31, 2022 2021 2020 Federal tax benefit at statutory rate 21 % 21 % 21 % State tax, net of Federal benefit 8 % 9 % 14 % Change in valuation allowance (22) % (26) % (24) % Research and development tax credits 2 % 3 % 19 % Share based Compensation (1) % (1) % (10) % 162(m) covered employees compensation limitation — % — % (6) FIN48 Reserve — % (1) % (161) % Investment in Angel (7) % (3) % 174 Gain on transfer of intellectual property — — % (20) Prior year federal true-up — % (1) % (7) % Other (1) % (1) — Effective income tax rate 0 % 0 % 0 % The effective tax rate is different from the federal statutory tax rate primarily due to a foreign rate differential and a valuation allowance against deferred tax assets as a result of the Company’s history of losses. The principal components of the Company’s net deferred tax assets are as follows (in thousands) December 31, 2022 2021 2020 Deferred tax assets Net operating loss carryforwards $ 56,030 $ 52,539 $ 42,344 Tax credit carryforwards 9,888 9,181 7,894 Capitalized tax assets 155 125 63 Accruals 124 137 207 Stock compensation 5,487 5,006 4,942 Operating lease liability 728 1,021 646 IRC 174 capitalization 4,518 — — Other 21 12 47 Total deferred tax assets $ 76,951 $ 68,021 $ 56,143 Deferred tax liabilities Operating lease right-of-use asset $ (620) $ (893) $ (461) Valuation allowance (76,331) (67,128) (55,682) Net deferred tax assets $ — $ — $ — The Company recorded a valuation allowance against its deferred tax assets at December 31, 2022 and 2021 because Company management believed that it was more likely than not that these assets would not be fully realized in the future. The valuation allowance increased by approximately $9.2 million and $11.4 million for the years ended December 31, 2022 and 2021, respectively. Changes in the valuation allowance for deferred tax assets relate primarily to the increase in the Company’s net operating loss carryforward. As of December 31, 2022, the Company had federal NOL carryforwards of approximately $219.7 million and state NOL carryforwards of approximately $274.9 million which are available to reduce future taxable income. The NOLs will begin to expire in 2034, if not utilized. As of December 31, 2022, the amount of federal NOL carryforwards that does not expire, is $155.3 million. Utilization of the net operating loss carryforwards are subject to various limitations due to the ownership change limitations provided by Internal Revenue Code (IRC) Section 382 and similar state provisions. As of December 31, 2022, the Company also had $8.6 million of federal and $4.7 million of state research and development tax credit carryforwards available to reduce future income taxes. The federal research and development tax credits will begin to expire 2035, if not utilized. The state research and development tax credits have no expiration date. In December 2017, the Tax Cuts and Jobs Act (TCJA) was signed into law, significantly reforming the Internal Revenue Code of 1986, as amended (IRC). The TCJA contained certain provisions that went into effect on January 1, 2022, including a provision impacting Section 174 of the IRC whereby for tax years beginning on or after January 1, 2022, taxpayers are required to capitalize and amortize, rather than deduct, research and development (R&D) expenses. The R&D expenses under Section 174 must be amortized over five years for research performed in the U.S. and 15 years for research performed outside the U.S. The mandatory capitalization requirement did not impact the Company’s net deferred tax assets and 2022 cash tax liabilities. The Company will continue to monitor the effect of these provisions and is in the process of analyzing the potential impact to its income taxes and financial position in future years. U.S. income and foreign withholding taxes have not been recognized on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that are essentially permanent in duration. This excess totaled approximately $21.9 million as of December 31, 2022, which will be indefinitely reinvested; deferred income taxes have not been provided on such foreign earnings. As of December 31, 2022, the Company had unrecognized tax benefits (“UTBs”) of approximately $12.7 million. All of the deferred tax assets associated with these UTBs are fully offset by a valuation allowance. The following table summarizes the activity related to UTBs: December 31, 2022 2021 2020 Unrecognized tax benefits beginning of the period $ 12,504 $ 12,157 $ 1,885 Decrease related to the prior year — — — Increased related to the current year 216 347 10,272 Unrecognized tax benefits, end of the period $ 12,720 $ 12,504 $ 12,157 The Company follows the provisions of ASC 740, Accounting for Income Taxes, and the accounting guidance related to accounting for uncertainty in income taxes. The Company determines its uncertain tax positions based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be sustained upon examination by the relevant income tax authorities. None of the Company’s unrecognized tax benefits that, if recognized, would affect its effective tax rate. The Company does not anticipate the total amounts of unrecognized tax benefits will significantly increase or decrease in the next 12 months. The Company will recognize both accrued interest and penalties related to unrecognized benefits in income tax expense. Management determined that no accrual for interest or penalties was required as of December 31, 2022, 2021 and 2020. The Company currently has no federal or state tax examinations in progress nor has it had any federal or state examinations since inception. As a result of the Company’s net operating loss carryforwards, all of its tax years are subject to federal, state and foreign tax examinations. |
Facility Lease
Facility Lease | 12 Months Ended |
Dec. 31, 2022 | |
Facility Lease | |
Facility lease | 12. Facility Lease In January 2015, the Company signed an initial operating lease, effective February 1, 2015 for 8,138 square feet of office and laboratory space with a one year term. Between January 2015 and September 2021, the Company entered into a series of lease amendments to increase the amount of leased space to 27,280 square feet and extend the expiration of the lease to February 2025. The lease agreement includes annual rent escalations. Under the lease and subsequent amendments, the landlord provided approximately $1.9 million in free rent and lease incentives. The Company records rent expense on a straight-line basis over the effective term of the lease, including any free rent periods and incentives. As the interest rate implicit in lease arrangements is typically not readily available, in calculating the present value of the lease payments, the Company has utilized its incremental borrowing rate, which is determined based on the prevailing market rates for collateralized debt with maturity dates commensurate with the term of its lease In September 2021, the Company entered into a lease amendment to extend the expiration of its operating lease by two years, from February 2023 to February 2025. As a result of this lease extension, the Company recorded a $2.4 million increase in the operating lease right-of-use asset and a corresponding increase in the operating lease liability As of December 31, 2022 and 2021, the right-of-use asset under operating lease was $2.2 million and $3.2 million, respectively. The elements of lease expense were as follows (in thousands): Year Ended Statements of operations and December 31, comprehensive loss location 2022 2021 2020 Costs of operating lease Operating lease costs Research and development, $ 1,051 $ 1,046 $ 957 Costs of non-lease components (previously common area maintenance) Research and development, 351 396 351 Total operating lease cost $ 1,402 $ 1,442 $ 1,308 Other Information Operating cash flows used for operating lease $ 1,695 $ 1,645 $ 1,506 Remaining lease term 2.1 years 3.1 years 2.1 years Discount rate 8.0% 8.0% 10.0% As of December 31, 2022, minimum rental commitments under this lease were as follows (in thousands) Year Ended December 31 (in thousands) 2023 $ 1,391 2024 1,434 Total lease payments 2,825 Less: imputed interest (224) Total $ 2,601 As of December 31, 2021, minimum rental commitments under this lease were as follows (in thousands) Year Ended December 31 (in thousands) 2022 $ 1,300 2023 1,391 2024 1,434 Total lease payments 4,125 Less: imputed interest (478) Total $ 3,647 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | 13. Commitments and Contingencies In August 2015, the Company entered into an agreement for a line of credit of $0.1 million for the purpose of issuing its landlord a letter of credit of $0.1 million as a security deposit under its facility lease. The Company pledged money market funds and marketable securities as collateral for the line of credit. For further discussion of the Company’s facility lease agreement, see Note 12. Indemnifications In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. There have been no claims to date and the Company has a directors and officers insurance policy that may enable it to recover a portion of any amounts paid for future claims. Legal Proceedings The Company is not a party to any material legal proceedings. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | 14. Related Party Transactions Number of Aggregate Shares of Purchase Common Stock Price Owners of More Than 10% of Our Common Stock OrbiMed Advisors LLC (1) 1,285,714 $ 4,499,999 Board of Directors Richard A. Miller, M.D. 100,000 350,000 (1) Peter Thompson, M.D., a member of our Board of Directors since November 2014, is a Member of OrbiMed Advisors, LLC. clinical drug supply passthrough costs incurred during the years ended December 31, 2022 and 2021, respectively, and did not have an impact on the Company’s consolidated statements of operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Event | |
Subsequent Event | 15. Subsequent Events |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s functional and reporting currency is the U.S. dollar, except for its investment in its equity method investee which is the Chinese renminbi (RMB). The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and discharge of liabilities in the normal course of business. Since its inception, the Company has incurred significant losses and negative cash flows from operations. As of December 31, 2022, the Company had an accumulated deficit of $307.7 million and cash, cash equivalents and marketable securities of $42.3 million. The Company has financed its operations primarily with the proceeds from the sale of stock. The Company will need to raise additional capital to meet its business objectives. The Company believes that its current cash, cash equivalents and marketable securities will be sufficient to fund its planned expenditures and meet its obligations through at least the next twelve months from the issuance of these financial statements. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from such estimates. |
Concentrations of Credit Risk and Other Risks and Uncertainties | Concentrations of Credit Risk and Other Risks and Uncertainties Substantially all of the Company’s cash and cash equivalents are deposited in accounts with two financial institutions that management believes are of high credit quality. Such deposits may, at times, exceed federally insured limits. The Company maintains its cash with an accredited financial institution and accordingly, such funds are subject to minimal credit risk. The Company’s marketable securities consist of investments in U.S. Treasury securities and U.S. government agency securities, which can be subject to certain credit risks. However, the Company mitigates the risks by investing in high-grade instruments, limiting its exposure to any one issuer, and monitoring the ongoing creditworthiness of the financial institutions and issuers. The Company has not experienced any losses on its deposits of cash, cash equivalents or marketable securities. The Company is subject to a number of risks similar to other early stage biopharmaceutical companies, including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical testing or clinical trials, its reliance on third parties to conduct its clinical trials, the need to obtain marketing approval for its product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Company’s product candidates, its right to develop and commercialize its product candidates pursuant to the terms and conditions of the licenses granted to the Company, and protection of proprietary technology. If the Company does not successfully commercialize or partner any of its product candidates, it will be unable to generate product revenue or achieve profitability. |
Segments | Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment, that of the development of and commercialization of drugs and antibodies that target critical elements of the immune system. |
Cash, Cash Equivalents and Marketable Securities | Cash, Cash Equivalents and Marketable Securities The Company considers all highly liquid investment securities with remaining maturities at the date of purchase of three months or less to be cash equivalents. Investments with remaining maturities, at the date of purchase, greater than three months are classified as “available-for-sale” and are carried at fair value with unrealized gains and losses, if any, included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Interest and realized gains and losses are included in interest income. Realized gains and losses are recognized based on the specific identification model. |
Fair Value Measurements | Fair Value Measurements Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). The carrying amount of the Company’s financial instruments, including cash equivalents, accounts payable and accrued liabilities, approximate fair value due to their short-term maturities. |
Investments in Equity Securities | Investments in Equity Securities For equity method investees with a functional currency different than the Company’s reporting currency, the Company follows the guidance under ASC 830-10-15-5, pursuant to which, the foreign currency financial statements of a foreign investee accounted for by the equity method should be translated to the reporting entity's reporting currency. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets: Laboratory equipment 5 years Computer equipment and purchased software 3 years Leasehold improvements Shorter of asset's useful life or remaining term of lease Maintenance and repairs that do not extend the life or improve the asset are expensed when incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation or amortization are removed from the balance sheet and any resulting gain or loss is reflected in operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of all of its long-lived assets, including property and equipment, to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset or asset group. Should impairment exist, the impairment loss to be recognized is measured by the amount by which the carrying amount of the asset exceeds the projected discounted future net cash flows arising from the asset. All long-lived assets are maintained in the United States of America. |
Clinical Trial Accruals | Clinical Trial Accruals Costs for preclinical studies and clinical trial activities are recognized based on an evaluation of the vendors’ progress towards completion of specific tasks. The Company applies significant judgment in developing estimates for clinical trial accruals based on assumptions related to vendors’ progress towards completion. In developing these estimates, management estimates vendors’ progress towards completion using data such as clinical site activations, patient enrollment or information provided to the Company by its vendors regarding their actual costs incurred. Payments for these activities are based on the terms of individual contracts and payment timing may differ significantly from the period in which the services are performed. The Company determines accrual estimates through reports from and discussions with applicable personnel and outside service providers as to the progress or state of completion, or the services completed. The Company’s estimates of accrued expenses as of each balance sheet date are based on the facts and circumstances known at the time. |
Stock-Based Compensation | Stock-Based Compensation The Company maintains incentive plans under which incentive stock options and nonqualified stock options may be granted to employees and non-employee service providers. The Company accounts for stock-based employee compensation arrangements in accordance with the provisions of ASC 718, “Compensation—Stock Compensation.” For stock options granted to employees, the Company recognizes compensation expense for all stock-based awards based on the grant-date estimated fair values. The value of the award is recognized as an expense ratably over the requisite service period. The fair value of stock options is determined using the Black-Scholes option pricing model. Forfeitures are accounted for when they occur. Stock-based compensation expense related to stock options granted to non-employees is recognized based on the fair value of the stock options, determined using the Black-Scholes option pricing model. The awards generally vest over the time period the Company expects to receive service from the non-employee. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. The Company estimates actual current tax exposure together with assessing temporary differences resulting from differences in accounting for reporting purposes and tax purposes for certain items, such as accruals and allowances not currently deductible for tax purposes. These temporary differences result in deferred tax assets and liabilities, which are included in the Company’s balance sheets. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in the Company’s statements of operations and comprehensive loss become deductible expenses, under applicable income tax laws or when net operating loss or credit carryforwards are utilized. Accordingly, realization of the Company’s deferred tax assets is dependent on future taxable income against which these deductions, losses and credits can be utilized. The Company must assess the likelihood that the Company’s deferred tax assets will be recovered from future taxable income and a valuation allowance is recorded when it is more likely than not that the deferred tax asset will not be recovered. The Company applies judgment in the determination of the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Based on the available evidence, the Company is unable, at this time, to support the determination that it is more likely than not that its deferred tax assets will be utilized in the future. Accordingly, the Company recorded a full valuation allowance for all periods presented. The Company intends to maintain a valuation allowance until sufficient evidence exists to support its reversal. The Company recognizes benefits of uncertain tax positions if it is more likely than not 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 recognizes any material interest and penalties related to unrecognized tax benefits in income tax expense. The Company is required to file income tax returns in the U.S. federal jurisdiction. The Company currently is not under examination by the Internal Revenue Service or other jurisdictions for any tax years. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. The Company’s elements of other comprehensive loss in any period presented were unrealized gains and losses on available-for-sale marketable securities and cumulative foreign currency translation adjustments. |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding and Exchange Warrants outstanding during the period, without consideration of potentially dilutive securities. In accordance with Accounting Standards Codification Topic 260, Earnings Per Share |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of estimated useful lives of property and equipment, net | Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets: Laboratory equipment 5 years Computer equipment and purchased software 3 years Leasehold improvements Shorter of asset's useful life or remaining term of lease |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Net Loss per Share | |
Schedule of net loss per share, basic and diluted | The following table shows the calculation of net loss per share (in thousands, except share and per share data): Year Ended December 31, 2022 2021 2020 Numerator: Net loss - basic and diluted $ (41,307) $ (43,241) $ (5,995) Denominator: Weighted average common shares outstanding used to compute basic and diluted net loss per share 46,553,511 41,854,110 29,478,878 Net loss per share, basic and diluted $ (0.89) $ (1.03) $ (0.20) |
Schedule of antidilutive securities excluded from calculation of diluted net loss per share | The amounts in the table below were excluded from the calculation of diluted net loss per share, due to their anti-dilutive effect: Year Ended December 31, 2022 2021 2020 Outstanding options 7,006,250 6,354,308 6,664,173 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Schedule of fair value of assets measured at fair value on a recurring basis, by level of fair value hierarchy | The following tables present information as of December 31, 2022 and 2021 about the Company’s assets that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy the Company utilized to determine such fair values (in thousands): December 31, 2022 Fair Value Measured Using Total (Level 1) (Level 2) (Level 3) Balance Assets Cash equivalents $ 11,942 $ — $ — $ 11,942 Marketable securities 22,001 7,143 — 29,144 $ 33,943 $ 7,143 $ — $ 41,086 December 31, 2021 Fair Value Measured Using Total (Level 1) (Level 2) (Level 3) Balance Assets Cash equivalents $ 61,992 $ — $ — $ 61,992 Marketable securities 1,011 4,982 — 5,993 $ 63,003 $ 4,982 $ — $ 67,985 |
Schedule of fair value of available for sale marketable securities | As of December 31, 2022 and 2021, the fair value of available for sale marketable securities by type of security were as follows (in thousands): December 31, 2022 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value U.S. Treasury securities $ 22,020 $ 4 $ (23) $ 22,001 U.S. Government agency securities 7,175 — (32) 7,143 $ 29,195 $ 4 $ (55) $ 29,144 December 31, 2021 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value U.S. Treasury securities $ 1,012 $ — $ (2) $ 1,010 U.S. Government agency securities 4,984 — (1) 4,983 $ 5,996 $ — $ (3) $ 5,993 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investment | |
Schedule of financial information of Angel Pharmaceuticals Co. | Summary financial information for Angel Pharmaceuticals is as follows: As of As of Balance Sheet Data December 31, 2022 December 31, 2021 (in thousands) Current assets $ 29,062 $ 38,608 Non-current assets 1,652 1,818 Current liabilities 6,293 2,119 Non-current liabilities 985 105 Stockholders' equity 23,436 38,202 Year Ended December 31, Statement of Operations Data 2022 2021 2020 (1) (in thousands) Net loss $ (11,846) $ (5,697) $ (274) Share of loss from investments accounted for using the equity method (10,005) (4,831) (234) (1) The Company’s share of loss is based on net loss beginning October 2020 upon the deconsolidation of Angel Pharmaceuticals . |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Components | |
Schedule of balance sheet components | December 31, December 31, 2022 2021 Prepaid and Other Current Assets Interest receivable $ 45 $ 32 Prepaid research and development manufacturing expenses 192 740 Prepaid facility expenses 182 174 Prepaid insurance 252 280 Other 102 128 $ 773 $ 1,354 Property and Equipment Laboratory equipment $ 2,673 $ 2,477 Computer equipment and purchased software 142 142 Leasehold improvements 2,084 2,084 4,899 4,703 Less: accumulated depreciation and amortization (4,546) (4,252) $ 353 $ 451 Accrued and Other Liabilities Accrued clinical trial expense $ 2,934 $ 4,010 Accrued manufacturing expense 3,254 839 Personnel related 1,113 1,846 Accrued legal and accounting 89 265 Other 158 121 $ 7,548 $ 7,081 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock | |
Schedule of shares of common stock reserved for issuance | The Company has reserved shares of common stock, for issuance as follows: December 31, 2022 2021 2020 Exchange warrants — — 1,458,000 Shares available for future option grants 4,017,011 2,806,953 1,692,753 Outstanding options 7,006,250 6,354,308 6,664,173 Shares reserved for employee stock purchase plan 400,000 400,000 400,000 Total 11,423,261 9,561,261 10,214,926 |
Stock Option Plans (Tables)
Stock Option Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stock Option Plans | |
Schedule of stock option activity | Activity under the Company’s stock option plans is set forth below: Options Outstanding Weighted ‑ Shares Average Available Number of Exercise for Grant Options Price Balance at December 31, 2021 2,806,953 6,354,308 $ 6.80 Additional shares authorized 1,862,000 — — Options granted (1,706,400) 1,706,400 1.02 Options forfeited 1,054,458 (1,054,458) 7.75 Balance at December 31, 2022 4,017,011 7,006,250 $ 5.25 |
Schedule of options outstanding and exercisable that had vested or were expected to vest | Options outstanding that had vested or were expected to vest at December 31, 2022 were as follows: Weighted Average Aggregate Weighted Remaining Intrinsic Number Average Contractual Value of shares Exercise Price Life (years) (in thousands) Vested 4,121,317 $ 7.51 5.95 $ 19.95 Expected to vest 2,884,933 $ 2.02 8.94 $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of expenses relating to employee and non-employee stock-based awards | The Company’s results of operations include expenses relating to stock-based awards as follows (in thousands): Year Ended December 31, 2022 2021 2020 Research and development $ 1,039 $ 2,161 $ 2,791 General and administrative 1,653 2,071 2,956 Total $ 2,692 $ 4,232 $ 5,747 |
Employee stock options | |
Schedule of fair value of share-based awards to employees was estimated using Black Scholes model | Year Ended December 31, 2022 2021 2020 Risk-free interest rate 3.0 % 0.9 % 0.5 % Expected volatility 83.8 % 86.7 % 82.7 % Expected term (in years) 5.5 6.0 6.0 Expected dividend yield 0 % 0 % 0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Schedule of components of loss before income tax | The components of loss before income tax is as follows (in thousands): December 31, 2022 2021 2020 Domestic $ (41,307) $ (43,241) $ (5,995) Foreign — — — $ (41,307) $ (43,241) $ (5,995) |
Schedule of reconciliation of the effective tax rate to the U.S. Federal statutory rate | A reconciliation of the Company’s effective tax rate to the U.S. Federal statutory rate is as follows: December 31, 2022 2021 2020 Federal tax benefit at statutory rate 21 % 21 % 21 % State tax, net of Federal benefit 8 % 9 % 14 % Change in valuation allowance (22) % (26) % (24) % Research and development tax credits 2 % 3 % 19 % Share based Compensation (1) % (1) % (10) % 162(m) covered employees compensation limitation — % — % (6) FIN48 Reserve — % (1) % (161) % Investment in Angel (7) % (3) % 174 Gain on transfer of intellectual property — — % (20) Prior year federal true-up — % (1) % (7) % Other (1) % (1) — Effective income tax rate 0 % 0 % 0 % |
Schedule of principal components of the net deferred tax assets | The principal components of the Company’s net deferred tax assets are as follows (in thousands) December 31, 2022 2021 2020 Deferred tax assets Net operating loss carryforwards $ 56,030 $ 52,539 $ 42,344 Tax credit carryforwards 9,888 9,181 7,894 Capitalized tax assets 155 125 63 Accruals 124 137 207 Stock compensation 5,487 5,006 4,942 Operating lease liability 728 1,021 646 IRC 174 capitalization 4,518 — — Other 21 12 47 Total deferred tax assets $ 76,951 $ 68,021 $ 56,143 Deferred tax liabilities Operating lease right-of-use asset $ (620) $ (893) $ (461) Valuation allowance (76,331) (67,128) (55,682) Net deferred tax assets $ — $ — $ — |
Schedule of unrecognized tax benefits activity | December 31, 2022 2021 2020 Unrecognized tax benefits beginning of the period $ 12,504 $ 12,157 $ 1,885 Decrease related to the prior year — — — Increased related to the current year 216 347 10,272 Unrecognized tax benefits, end of the period $ 12,720 $ 12,504 $ 12,157 |
Facility Lease (Tables)
Facility Lease (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Facility Lease | |
Schedule of Operating Lease Costs | Year Ended Statements of operations and December 31, comprehensive loss location 2022 2021 2020 Costs of operating lease Operating lease costs Research and development, $ 1,051 $ 1,046 $ 957 Costs of non-lease components (previously common area maintenance) Research and development, 351 396 351 Total operating lease cost $ 1,402 $ 1,442 $ 1,308 Other Information Operating cash flows used for operating lease $ 1,695 $ 1,645 $ 1,506 Remaining lease term 2.1 years 3.1 years 2.1 years Discount rate 8.0% 8.0% 10.0% |
Schedule of Minimum rental commitments | As of December 31, 2022, minimum rental commitments under this lease were as follows (in thousands) Year Ended December 31 (in thousands) 2023 $ 1,391 2024 1,434 Total lease payments 2,825 Less: imputed interest (224) Total $ 2,601 As of December 31, 2021, minimum rental commitments under this lease were as follows (in thousands) Year Ended December 31 (in thousands) 2022 $ 1,300 2023 1,391 2024 1,434 Total lease payments 4,125 Less: imputed interest (478) Total $ 3,647 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions | |
Schedule of common stock sold to related parties | Number of Aggregate Shares of Purchase Common Stock Price Owners of More Than 10% of Our Common Stock OrbiMed Advisors LLC (1) 1,285,714 $ 4,499,999 Board of Directors Richard A. Miller, M.D. 100,000 350,000 (1) Peter Thompson, M.D., a member of our Board of Directors since November 2014, is a Member of OrbiMed Advisors, LLC. |
Organization - Public Offerings
Organization - Public Offerings (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Nov. 08, 2019 | Apr. 26, 2016 | Mar. 29, 2016 | Sep. 30, 2021 | Feb. 28, 2021 | Mar. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2022 | |
Public Offerings | ||||||||
Proceeds from sale of stock | $ 31,989 | |||||||
Accumulated deficit | $ 266,381 | $ 307,688 | ||||||
Cash, cash equivalents and short-term marketable securities | $ 42,300 | |||||||
Issuance of common stock | 1,457,947 | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Exchange Warrants | ||||||||
Public Offerings | ||||||||
Issuance of common stock | 1,458,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||
Exchange warrants issued | 1,458,000 | |||||||
Warrant exercise price | $ 0.0001 | |||||||
Percentage of shares owned by exchanging shareholders | 9.99% | |||||||
Follow-on Public Offering | ||||||||
Public Offerings | ||||||||
Share offering price | $ 3.50 | $ 8.50 | ||||||
Proceeds from sale of stock | $ 32,000 | $ 64,900 | ||||||
Issuance of common stock | 9,783,660 | 8,117,647 | ||||||
Over-Allotment Option | ||||||||
Public Offerings | ||||||||
Share offering price | $ 15 | |||||||
Issuance of common stock | 502,618 | 1,212,231 | 1,058,823 | |||||
IPO | ||||||||
Public Offerings | ||||||||
Share offering price | $ 15 | |||||||
Net proceeds from IPO | $ 70,600 | |||||||
Issuance of common stock | 4,700,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) item segment | Dec. 31, 2021 USD ($) | |
Accumulated deficit | $ (307,688) | $ (266,381) |
Cash, cash equivalents and marketable securities | 42,300 | |
Accumulated other comprehensive income | $ (563) | $ 1,869 |
Concentrations of Credit Risk and Other Risks and Uncertainties | ||
Number of financial institutions used for cash and cash equivalent deposits | item | 2 | |
Segments | ||
Number of operating segments | segment | 1 | |
Laboratory equipment | ||
Property and Equipment, Net | ||
Estimated Useful lives | 5 years | |
Computer equipment and purchased software | ||
Property and Equipment, Net | ||
Estimated Useful lives | 3 years | |
Leasehold improvements | ||
Property and Equipment, Net | ||
Leasehold improvements useful life | Shorter of asset's useful life or remaining term of lease |
Net Loss per Share - Net Loss p
Net Loss per Share - Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net loss - basic and diluted | $ (41,307) | $ (43,241) | $ (5,995) |
Denominator: | |||
Weighted average common shares outstanding used to compute basic net loss per share | 46,553,511 | 41,854,110 | 29,478,878 |
Weighted average common shares outstanding used to compute diluted net loss per share | 46,553,511 | 41,854,110 | 29,478,878 |
Net loss per share, basic | $ (0.89) | $ (1.03) | $ (0.20) |
Net loss per share, diluted | $ (0.89) | $ (1.03) | $ (0.20) |
Net Loss per Share - Anti-Dilut
Net Loss per Share - Anti-Dilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Outstanding options | |||
Excluded from the calculation of diluted net loss per share, due to anti-dilutive effect | |||
Anti dilutive securities were excluded from the calculation of diluted net loss per share | 7,006,250 | 6,354,308 | 6,664,173 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Assets | ||
Maximum remaining maturity of marketable securities | 12 months | |
Recurring | ||
Assets | ||
Cash equivalents | $ 11,942 | $ 61,992 |
Marketable securities | 29,144 | 5,993 |
Total Assets | 41,086 | 67,985 |
Recurring | Level 1 | ||
Assets | ||
Cash equivalents | 11,942 | 61,992 |
Marketable securities | 22,001 | 1,011 |
Total Assets | 33,943 | 63,003 |
Recurring | Level 2 | ||
Assets | ||
Marketable securities | 7,143 | 4,982 |
Total Assets | $ 7,143 | $ 4,982 |
Fair Value Measurements - Avail
Fair Value Measurements - Available For Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair value of available for sale marketable securities | ||
Amortized Cost | $ 29,195 | $ 5,996 |
Gross Unrealized Gains | 4 | |
Gross Unrealized Losses | (55) | (3) |
Fair Value | 29,144 | 5,993 |
U.S. Treasury securities | ||
Fair value of available for sale marketable securities | ||
Amortized Cost | 22,020 | 1,012 |
Gross Unrealized Gains | 4 | |
Gross Unrealized Losses | (23) | (2) |
Fair Value | 22,001 | 1,010 |
U.S. Government agency securities | ||
Fair value of available for sale marketable securities | ||
Amortized Cost | 7,175 | 4,984 |
Gross Unrealized Losses | (32) | (1) |
Fair Value | $ 7,143 | $ 4,983 |
Equity Method Investment (Detai
Equity Method Investment (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||||
Gain on deconsolidation of Angel Pharmaceuticals | $ 37,459 | |||
Loss from equity method investment | $ 10,005 | $ 4,831 | 234 | |
Net loss | $ (41,307) | (43,241) | (5,995) | |
Angel Pharmaceuticals | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership interest (as percent) | 53.20% | 49.70% | ||
Exclusive grant back period | 7 years | |||
Equity reserved (as percent) | 7% | |||
Investment in Angel, fair value | $ 37,500 | |||
Gain on deconsolidation of Angel Pharmaceuticals | $ 37,500 | |||
Loss from equity method investment | $ 10,000 | 4,800 | 200 | |
Net loss | (11,846) | (5,697) | (274) | |
Share of loss from investments accounted for using the equity method | $ (10,005) | $ (4,831) | $ (234) |
Equity Method Investment - Summ
Equity Method Investment - Summary Financial Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Equity Method Investments [Line Items] | ||||
Current assets | $ 43,664 | $ 71,312 | ||
Current liabilities | 10,752 | 9,692 | ||
Stockholders' equity | 56,115 | 97,162 | $ 72,148 | $ 71,111 |
Angel Pharmaceuticals | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Current assets | 29,062 | 38,608 | ||
Non-current assets | 1,652 | 1,818 | ||
Current liabilities | 6,293 | 2,119 | ||
Non-current liabilities | 985 | 105 | ||
Stockholders' equity | $ 23,436 | $ 38,202 |
License and Collaboration Agr_2
License and Collaboration Agreements (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Feb. 28, 2017 | Dec. 31, 2015 | Feb. 28, 2015 | |
Monash License | ||||
License and Collaboration Agreements | ||||
Minimum annual fee | $ 25,000 | |||
Period of written notice to terminate | 30 days | |||
Monash License | Maximum | ||||
License and Collaboration Agreements | ||||
Aggregate potential milestone payments | $ 45,100,000 | |||
Monash License | Research and development | ||||
License and Collaboration Agreements | ||||
One-time cash payment | 275,000 | |||
Licensing Agreement | Scripps Research Institute | ||||
License and Collaboration Agreements | ||||
Minimum annual fee | $ 25,000 | |||
Aggregate potential milestone payments | 2,500,000 | |||
Milestone payments made | $ 0 | |||
Period of written notice to terminate | 90 days | |||
Licensing Agreement | Scripps Research Institute | Research and development | ||||
License and Collaboration Agreements | ||||
One-time cash payment | $ 10,000 | |||
Licensing Agreement | Vernalis (R&D) Limited | ||||
License and Collaboration Agreements | ||||
Milestone payments made | $ 3,000,000 | |||
Period of written notice to terminate | 90 days | |||
Licensing Agreement | Vernalis (R&D) Limited | Minimum | ||||
License and Collaboration Agreements | ||||
Aggregate potential milestone payments | $ 220,000,000 | |||
Licensing Agreement | Vernalis (R&D) Limited | Research and development | ||||
License and Collaboration Agreements | ||||
One-time cash payment | $ 1,000,000 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid and Other Current Assets | ||
Interest receivable | $ 45 | $ 32 |
Prepaid research and development manufacturing expenses | 192 | 740 |
Prepaid facility expenses | 182 | 174 |
Prepaid insurance | 252 | 280 |
Other | 102 | 128 |
Total of prepaid and other current assets | $ 773 | $ 1,354 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property and Equipment | ||
Property and equipment, gross | $ 4,899 | $ 4,703 |
Less: accumulated depreciation and amortization | (4,546) | (4,252) |
Property and equipment, net | 353 | 451 |
Laboratory equipment | ||
Property and Equipment | ||
Property and equipment, gross | 2,673 | 2,477 |
Computer equipment and purchased software | ||
Property and Equipment | ||
Property and equipment, gross | 142 | 142 |
Leasehold improvements | ||
Property and Equipment | ||
Property and equipment, gross | $ 2,084 | $ 2,084 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued and Other Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accrued and Other Liabilities | |||
Accrued clinical trial expense | $ 2,934 | $ 4,010 | |
Accrued manufacturing expense | 3,254 | 839 | |
Personnel related | 1,113 | 1,846 | |
Accrued legal and accounting | 89 | 265 | |
Other | 158 | 121 | |
Total of accrued and other liabilities | 7,548 | 7,081 | |
Depreciation expense | $ 400 | $ 500 | $ 600 |
Common Stock (Details)
Common Stock (Details) | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2021 USD ($) | Mar. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) Vote shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 shares | |
Common Stock | |||||
Common stock, shares authorized for issuance | 290,000,000 | 290,000,000 | |||
Preferred stock, shares authorized for issuance | 10,000,000 | 10,000,000 | |||
Number of votes per share of common stock | Vote | 1 | ||||
Dividends on common stock | $ | $ 0 | ||||
Proceeds from sale of stock | $ | $ 31,989,000 | ||||
Shares of common stock reserved for issuance, on an as-converted basis | |||||
Exchange Warrants | 1,458,000 | ||||
Shares available for future option grants | 4,017,011 | 2,806,953 | 1,692,753 | ||
Outstanding options | 7,006,250 | 6,354,308 | 6,664,173 | ||
Shares reserved for employee stock purchase plan | 400,000 | 400,000 | 400,000 | ||
Total | 11,423,261 | 9,561,261 | 10,214,926 | ||
2020 Sales Agreement | |||||
Common Stock | |||||
Common stock shares sold | 6,920,339 | ||||
Common stock gross proceeds | $ | $ 31,100,000 | ||||
Common stock remained available for sale | $ | 18,900,000 | ||||
2021 sales agreement | |||||
Common Stock | |||||
Common stock remained available for sale | $ | $ 40,000,000 | ||||
At-the-market offering | Cowen | 2020 Sales Agreement | Maximum | |||||
Common Stock | |||||
Potential gross proceeds | $ | $ 50,000,000 | ||||
At-the-market offering | Cowen | 2021 sales agreement | Maximum | |||||
Common Stock | |||||
Potential gross proceeds | $ | $ 40,000,000 | ||||
Stock issuance costs, as a percent of gross proceeds | 3% |
Stock Option Plans - Stock Opti
Stock Option Plans - Stock Option Activity (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2016 | Feb. 28, 2014 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Option Plans | |||||
Shares available for future option grants | 4,017,011 | 2,806,953 | 1,692,753 | ||
Weighted average grant date fair value of options granted (in dollars per share) | $ 0.69 | $ 1.93 | $ 2.66 | ||
Shares Available for Grant | |||||
Beginning balance | 2,806,953 | 1,692,753 | |||
Ending balance | 4,017,011 | 2,806,953 | 1,692,753 | ||
Number of Options | |||||
Beginning balance | 6,354,308 | 6,664,173 | |||
Ending balance | 7,006,250 | 6,354,308 | 6,664,173 | ||
2014 Plan | |||||
Stock Option Plans | |||||
Vesting period | 4 years | ||||
Maximum exercise term | 10 years | ||||
Exercise price of common stock of its fair value (as a percent) | 100% | ||||
Shares available for future option grants | 0 | ||||
Maximum number of options that may be re-issued under the 2016 plan | 1,136,229 | ||||
Shares Available for Grant | |||||
Ending balance | 0 | ||||
2016 Plan | |||||
Stock Option Plans | |||||
Vesting period | 4 years | ||||
Maximum exercise term | 10 years | ||||
Exercise price of common stock of its fair value (as a percent) | 100% | ||||
Shares available for future option grants | 4,017,011 | 2,806,953 | |||
Shares Available for Grant | |||||
Beginning balance | 2,806,953 | ||||
Additional shares authorized | 1,862,000 | ||||
Granted | (1,706,400) | ||||
Forfeited | 1,054,458 | ||||
Ending balance | 4,017,011 | 2,806,953 | |||
Number of Options | |||||
Beginning balance | 6,354,308 | ||||
Granted | 1,706,400 | ||||
Forfeited | (1,054,458) | ||||
Ending balance | 7,006,250 | 6,354,308 | |||
Weighted-Average Exercise Price | |||||
Beginning balance (in dollars per share) | $ 6.80 | ||||
Granted (in dollars per share) | 1.02 | ||||
Forfeited (in dollars per share) | 7.75 | ||||
Ending balance (in dollars per share) | $ 5.25 | $ 6.80 |
Stock Option Plan - Vested or E
Stock Option Plan - Vested or Expected to Vest (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Options outstanding and exercisable | |||
Vested, Number of Shares (in shares) | 4,121,317 | ||
Vested, Weighted Average Exercise Price (in dollars per share) | $ 7.51 | ||
Vested, Weighted Average Remaining Contractual Life | 5 years 11 months 12 days | ||
Vested, Aggregate Intrinsic Value | $ 1,995 | ||
Expected to vest, Number of Shares (in shares) | 2,884,933 | ||
Expected to vest, Weighted Average Exercise Price (in dollars per share) | $ 2.02 | ||
Expected to vest, Weighted Average Remaining Contractual Life | 8 years 11 months 8 days | ||
Fair value of common stock (in dollars per share) | $ 0.85 | ||
Aggregate intrinsic value of stock options exercised | $ 0 | $ 1,000 | $ 300 |
Fair value of options vested | $ 2,800 | $ 4,500 | $ 6,000 |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expense Allocation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-based compensation | |||
Stock-based compensation expense | $ 2,692 | $ 4,232 | $ 5,747 |
Research and development | |||
Stock-based compensation | |||
Stock-based compensation expense | 1,039 | 2,161 | 2,791 |
General and administrative | |||
Stock-based compensation | |||
Stock-based compensation expense | $ 1,653 | $ 2,071 | $ 2,956 |
Stock Based Compensation -Valua
Stock Based Compensation -Valuation Assumptions Employees (Details) - Employee stock options - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted-average assumptions used to estimate fair value of share-based awards | |||
Risk-free interest rate | 3% | 0.90% | 0.50% |
Expected volatility | 83.80% | 86.70% | 82.70% |
Expected term (in years) | 5 years 6 months | 6 years | 6 years |
Expected dividend yield | 0% | 0% | 0% |
Unrecognized compensation expense | $ 3.9 | $ 5.9 | $ 10.4 |
Expected period for recognizing compensation expense | 2 years 5 months 8 days | 2 years 8 months 8 days | 2 years 9 months 10 days |
Income Taxes - Components of lo
Income Taxes - Components of loss before income tax and Income tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | |||
Income tax benefits | $ 0 | $ 0 | $ 0 |
Components of loss before income tax | |||
Domestic | (41,307) | (43,241) | (5,995) |
Total | $ (41,307) | $ (43,241) | $ (5,995) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of effective tax rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of the effective tax rate to the U.S. Federal statutory rate | |||
Federal tax benefit at statutory rate | 21% | 21% | 21% |
State tax, net of Federal benefit | 8% | 9% | 14% |
Change in valuation allowance | (22.00%) | (26.00%) | (24.00%) |
Research and development tax credits | 2% | 3% | 19% |
Share based Compensation | (1.00%) | (1.00%) | (10.00%) |
162(m) covered employees compensation limitation | (6.00%) | ||
FIN48 Reserve | (1.00%) | (161.00%) | |
Deconsolidation gain | (7.00%) | (3.00%) | 174% |
Gain on transfer of intellectual property | (20.00%) | ||
Prior year federal true-up | (1.00%) | (7.00%) | |
Other | (1.00%) | (1.00%) | |
Effective income tax rate | 0% | 0% | 0% |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 56,030 | $ 52,539 | $ 42,344 |
Tax credit carryforwards | 9,888 | 9,181 | 7,894 |
Capitalized tax assets | 155 | 125 | 63 |
Accruals | 124 | 137 | 207 |
Stock compensation | 5,487 | 5,006 | 4,942 |
Operating lease liability | 728 | 1,021 | 646 |
IRC 174 capitalization | 4,518 | ||
Other | 21 | 12 | 47 |
Total deferred tax assets | 76,951 | 68,021 | 56,143 |
Deferred tax liabilities | |||
Operating lease right-of-use asset | (620) | (893) | (461) |
Valuation allowance | (76,331) | (67,128) | (55,682) |
Net deferred tax assets | 0 | 0 | $ 0 |
Increase in valuation allowance | $ 9,200 | $ 11,400 |
Income Taxes - Operating loss c
Income Taxes - Operating loss carryforwards (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Federal | |
Net operating loss carryforwards | |
NOL carryforwards | $ 219.7 |
NOL carryforwards not subject to expiration | 155.3 |
State | |
Net operating loss carryforwards | |
NOL carryforwards | $ 274.9 |
Income Taxes - Tax credit carry
Income Taxes - Tax credit carry forwards and of Investments in Foreign Subsidiaries (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Tax credit carryforwards | ||
Unrecognized U.S. income and foreign withholding taxes | $ 21.9 | |
Research and development credits | Federal | ||
Tax credit carryforwards | ||
Tax credit carryforwards | $ 8.6 | |
Research and development credits | State | ||
Tax credit carryforwards | ||
Tax credit carryforwards | $ 4.7 |
Income Taxes - Unrecognized tax
Income Taxes - Unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | 36 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | |
Summary of unrecognized tax benefits | ||||
Unrecognized tax benefits beginning of the period | $ 12,504 | $ 12,157 | $ 1,885 | $ 1,885 |
Increased related to the current year | 216 | 347 | 10,272 | |
Unrecognized tax benefits, end of the period | 12,720 | 12,504 | 12,157 | 12,720 |
Income tax - accrual for interest or penalties | 0 | $ 0 | $ 0 | 0 |
Unrecognized tax benefits that would impact effective tax rate | $ 0 | 0 | ||
Income tax examination for federal or state | $ 0 |
Facility Lease - Lessee informa
Facility Lease - Lessee information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | 80 Months Ended | |||
Sep. 30, 2021 USD ($) ft² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Sep. 30, 2021 USD ($) ft² | Feb. 01, 2015 ft² | |
Lease | ||||||
Area of leased facility | ft² | 27,280 | 27,280 | 8,138 | |||
Lease term | 1 year | |||||
Landlord Provided Free Rent And Lease Incentives | $ 1,900 | |||||
Lease extension period | 2 years | 2 years | ||||
Increase in operating lease right-of-use asset | $ 2,400 | $ 973 | $ (1,542) | $ 679 | ||
Increase in the operating lease liability | $ 2,400 | 1,046 | (1,337) | $ 878 | ||
Operating lease right-of-use asset | $ 2,217 | $ 3,190 |
Facility Lease - Lease cost (De
Facility Lease - Lease cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating lease cost | |||
Operating lease costs | $ 1,051 | $ 1,046 | $ 957 |
Costs of non-lease components (previously common area maintenance) | 351 | 396 | 351 |
Total operating lease cost | 1,402 | 1,442 | 1,308 |
Other Information | |||
Operating cash flows used for operating lease | $ 1,695 | $ 1,645 | $ 1,506 |
Remaining lease term | 2 years 1 month 6 days | 3 years 1 month 6 days | 2 years 1 month 6 days |
Discount rate | 8% | 8% | 10% |
Facility Lease - Minimum rental
Facility Lease - Minimum rental commitments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Year Ended December 31, 2022 | ||
Minimum rental commitments 2022 | ||
2023 | $ 1,391 | |
2024 | 1,434 | |
Total lease payments | 2,825 | |
Less: imputed interest | (224) | |
Total | 2,601 | |
Minimum rental commitments 2021 | ||
2022 | 1,391 | |
2023 | 1,434 | |
Total lease payments | 2,825 | |
Less: imputed interest | (224) | |
Total | $ 2,601 | |
Year Ended December 31, 2021 | ||
Minimum rental commitments 2022 | ||
2023 | $ 1,300 | |
2024 | 1,391 | |
Total lease payments | 4,125 | |
Less: imputed interest | (478) | |
Total | 3,647 | |
Minimum rental commitments 2021 | ||
2022 | 1,300 | |
2023 | 1,391 | |
2024 | 1,434 | |
Total lease payments | 4,125 | |
Less: imputed interest | (478) | |
Total | $ 3,647 |
Facility Lease - Additional inf
Facility Lease - Additional information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2021 ft² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Facility Lease | |||
Area of property subleased | ft² | 7,585 | ||
Sublease income - related party | $ | $ 587 | $ 235 |
Commitments and Contingencies -
Commitments and Contingencies - Line of Credit (Details) $ in Millions | Aug. 31, 2015 USD ($) |
Line of credit | |
Security deposit | $ 0.1 |
Secured debt | |
Line of credit | |
Line of credit | $ 0.1 |
Related Party Transactions (Det
Related Party Transactions (Details) | 1 Months Ended | 12 Months Ended | ||||||
Apr. 26, 2016 $ / shares shares | Sep. 30, 2021 shares | Aug. 31, 2021 ft² | Feb. 28, 2021 USD ($) $ / shares shares | Mar. 31, 2018 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Oct. 31, 2020 | |
Public Offerings | ||||||||
Issuance of common stock | shares | 1,457,947 | |||||||
Proceeds from sale of stock | $ 31,989,000 | |||||||
Owners of More Than 5% of Our Common Stock or Board of Directors | ||||||||
Area of property subleased | ft² | 7,585 | |||||||
Sublease income - related party | $ 587,000 | 235,000 | ||||||
Angel Pharmaceuticals | ||||||||
Related Party Transactions | ||||||||
Clinical drug supplies | 200,000 | |||||||
Owners of More Than 5% of Our Common Stock or Board of Directors | ||||||||
Internal personnel costs | 100,000 | 200,000 | ||||||
Third-party costs | 1,300,000 | 1,600,000 | ||||||
Third-party costs expensed in prior years | 500,000 | 600,000 | ||||||
Third-party costs expensed in current years | 800,000 | 1,000,000 | ||||||
Sublease income - related party | 600,000 | 200,000 | ||||||
ICON plc | ||||||||
Owners of More Than 5% of Our Common Stock or Board of Directors | ||||||||
Clinical trial expense | $ 429,000 | $ 246,000 | ||||||
Follow-on Public Offering | ||||||||
Public Offerings | ||||||||
Issuance of common stock | shares | 9,783,660 | 8,117,647 | ||||||
Share offering price | $ / shares | $ 3.50 | $ 8.50 | ||||||
Proceeds from sale of stock | $ 32,000,000 | $ 64,900,000 | ||||||
Follow-on Public Offering | Orbimed Advisors LLC | ||||||||
Public Offerings | ||||||||
Issuance of common stock | shares | 1,285,714 | |||||||
Owners of More Than 5% of Our Common Stock or Board of Directors | ||||||||
Aggregate Purchase Price | $ 4,499,999 | |||||||
Follow-on Public Offering | Richard A. Miller, M.D. | ||||||||
Public Offerings | ||||||||
Issuance of common stock | shares | 100,000 | |||||||
Owners of More Than 5% of Our Common Stock or Board of Directors | ||||||||
Aggregate Purchase Price | $ 350,000 | |||||||
Over-Allotment Option | ||||||||
Public Offerings | ||||||||
Issuance of common stock | shares | 502,618 | 1,212,231 | 1,058,823 | |||||
Share offering price | $ / shares | $ 15 | |||||||
Angel Pharmaceuticals | ||||||||
Related Party Transactions | ||||||||
Ownership interest (as percent) | 49.70% | 53.20% |