Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 04, 2022 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity File Number | 001-40315 | |
Entity Registrant Name | Reneo Pharmaceuticals, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-2309515 | |
Entity Address, Address Line One | 18575 Jamboree Road, Suite 275-S | |
Entity Address, City or Town | Irvine | |
Entity Address State Or Province | CA | |
Entity Address, Postal Zip Code | 92612 | |
City Area Code | 858 | |
Local Phone Number | 283-0280 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | RPHM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 24,458,550 | |
Entity Central Index Key | 0001637715 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 121,094 | $ 124,660 |
Short-term Investments | 17,568 | 23,010 |
Prepaid expenses and other current assets | 4,053 | 6,064 |
Total current assets | 142,715 | 153,734 |
Property and equipment, net | 237 | 212 |
Right-of-use assets | 1,382 | |
Other non-current assets | 78 | 78 |
Total assets | 144,412 | 154,024 |
Current liabilities: | ||
Accounts payable | 1,566 | 2,022 |
Accrued expenses | 5,887 | 4,180 |
Operating lease liabilities, current portion | 457 | |
Total current liabilities | 7,910 | 6,202 |
Operating lease liabilities, less current portion | 1,127 | |
Other long-term liabilities | 167 | |
Performance award (Note 7) | 57 | 444 |
Total liabilities | 9,094 | 6,813 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity (deficit): | ||
Common stock, $0.0001 par value; 200,000,000 shares authorized at March 31, 2022 and December 31, 2021; 24,458,550 shares issued and outstanding at March 31, 2022; and 24,457,838 and 24,455,390 shares issued and outstanding at December 31, 2021, respectively | 3 | 3 |
Additional paid-in capital | 233,015 | 231,902 |
Accumulated deficit | (97,764) | (84,728) |
Accumulated other comprehensive income | 64 | 34 |
Total stockholders' equity (deficit) | 135,318 | 147,211 |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | $ 144,412 | $ 154,024 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Consolidated Balance Sheets | ||
Common stock, Par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 200,000,000 | 200,000,000 |
Common stock, issued | 24,458,550 | 24,457,838 |
Common stock, outstanding | 24,458,550 | 24,455,390 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 9,278 | $ 5,472 |
General and administrative | 3,737 | 1,742 |
Total operating expenses | 13,015 | 7,214 |
Loss from operations | (13,015) | (7,214) |
Other income: | ||
Other (loss) income | (21) | 2 |
Net loss | (13,036) | (7,212) |
Unrealized gain on short-term investments | 30 | |
Comprehensive loss | $ (13,006) | $ (7,212) |
Net loss per share attributable to common stockholders, basic | $ (0.53) | $ (3.48) |
Net loss per share attributable to common stockholders, diluted | $ (0.53) | $ (3.48) |
Weighted-average shares used in computing net loss per share, basic | 24,458,290 | 2,070,935 |
Weighted-average shares used in computing net loss per share, diluted | 24,458,290 | 2,070,935 |
Consolidated Statements Changes
Consolidated Statements Changes in Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands | Series A convertible preferred stock | Series B convertible preferred stock | Common Stock | Additional Paid-in Capital | Accumulated comprehensive income | Accumulated Deficit | Total |
Beginning Balance at Dec. 31, 2020 | $ 45,652 | $ 47,068 | |||||
Beginning Balance (in shares) at Dec. 31, 2020 | 24,302,472 | 23,440,514 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Issuance of convertible preferred stock net of issuance cost | $ 47,356 | ||||||
Issuance of convertible preferred stock net of issuance cost (in shares) | 23,440,514 | ||||||
Ending Balance at Mar. 31, 2021 | $ 45,652 | $ 94,424 | |||||
Ending Balance (in shares) at Mar. 31, 2021 | 24,302,472 | 46,881,028 | |||||
Beginning Balance at Dec. 31, 2020 | $ 2,843 | $ (44,958) | $ (42,115) | ||||
Beginning Balance (in shares) at Dec. 31, 2020 | 2,053,070 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock based compensation | 471 | 471 | |||||
Stock option exercise | 139 | 139 | |||||
Stock option exercise (in shares) | 70,663 | ||||||
Net loss | (7,212) | (7,212) | |||||
Ending Balance at Mar. 31, 2021 | 3,453 | (52,170) | $ (48,717) | ||||
Ending Balance (in shares) at Mar. 31, 2021 | 2,123,733 | ||||||
Ending Balance (in shares) at Mar. 31, 2022 | 0 | ||||||
Beginning Balance at Dec. 31, 2021 | $ 3 | 231,902 | $ 34 | (84,728) | $ 147,211 | ||
Beginning Balance (in shares) at Dec. 31, 2021 | 24,455,390 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock based compensation | 1,107 | 1,107 | |||||
Stock option exercise | 6 | $ 6 | |||||
Stock option exercise (in shares) | 3,160 | 713 | |||||
Net loss | (13,036) | $ (13,036) | |||||
Other comprehensive loss | 30 | 30 | |||||
Ending Balance at Mar. 31, 2022 | $ 3 | $ 233,015 | $ 64 | $ (97,764) | $ 135,318 | ||
Ending Balance (in shares) at Mar. 31, 2022 | 24,458,550 |
Consolidated Statements Chang_2
Consolidated Statements Changes in Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Series B convertible preferred stock | |
Stock Issuance costs | $ 29 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (13,036) | $ (7,212) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 19 | 10 |
Amortization/accretion on short-term investments | 1 | |
Changes in the fair value of performance award | (387) | |
Stock-based compensation | 1,107 | 471 |
Changes in operating assets and liabilities: | ||
Non-cash lease expense | 143 | |
Accounts payable and accrued expenses | 1,251 | (927) |
Prepaid expenses and other assets | 2,011 | (929) |
Operating lease liabilities | (108) | |
Other current and long-term liabilities | (2) | |
Net cash used in operating activities | (8,999) | (8,589) |
Cash flows from investing activities | ||
Purchase of property and equipment | (44) | (25) |
Purchase of available-for-sale short-term investments | (16,029) | |
Proceeds from maturities of available-for-sale short-term investments | 21,500 | |
Net cash provided by (used in) investing activities | 5,427 | (25) |
Cash flows from financing activities | ||
Proceeds from initial public offering, net of offering costs | 6 | 187 |
Costs paid in connection with initial public offering | (1,223) | |
Net cash provided by financing activities | 6 | 46,222 |
Net (decrease) increase in cash and cash equivalents | (3,566) | 37,608 |
Cash and cash equivalents, beginning of period | 124,660 | 53,613 |
Cash and cash equivalents, end of period | 121,094 | 91,221 |
Supplemental cash flow information: | ||
Right-of-use assets obtained in exchange for lease obligations | $ 1,524 | |
Property and equipment in accounts payable | 2 | |
Unpaid Series B convertible preferred stock issuance costs | 19 | |
Accrued deferred initial public offering costs | 361 | |
Series B convertible preferred stock | ||
Cash flows from financing activities | ||
Proceeds from issuance of Series B convertible preferred stock, net of issuance costs | $ 47,258 |
Organization and Business
Organization and Business | 3 Months Ended |
Mar. 31, 2022 | |
Organization and Business | |
Organization and Business | 1. Organization and Business Organization Reneo Pharmaceuticals, Inc. (Reneo or the Company) commenced operations on September 22, 2014 as a clinical-stage pharmaceutical company focused on the development of therapies for patients with rare genetic mitochondrial diseases. In December 2017, the Company in-licensed REN001, a novel oral peroxisome proliferator-activated receptor (PPAR) agonist. Reverse Stock Split On April 5, 2021, the Company effected a 1-for- 4.4748 Initial Public Offering On April 13, 2021, the Company completed an initial public offering (IPO) of its common stock. In connection with its IPO, the Company issued and sold 6,250,000 shares of its common stock at a price to the public of $15.00 per share. The gross proceeds from the IPO were approximately $93.8 million before deducting underwriting discounts and commissions of $6.6 million and offering expenses of approximately $2.6 million payable by the Company. At the closing of the IPO, 71,183,500 shares of outstanding convertible preferred stock were automatically converted into 15,907,629 shares of common stock. Following the IPO, there were no shares of preferred stock outstanding. Liquidity Since inception in 2014, the Company has incurred significant losses and negative cash flows from operations. As of March 31, 2022, the Company had cash, cash equivalents and short-term investments of $138.7 million and an accumulated deficit of $97.8 million. Due to the Company’s continuing research and development activities, the Company expects to continue to incur net losses into the foreseeable future and may never become profitable. As a result, the Company will need to raise capital through public or private equity or debt financings, government or other third-party funding, collaborations, strategic alliances and licensing arrangements or a combination of these. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The Company has prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted, although the Company believes that the disclosures made are adequate to make the information not misleading. The Company recommends that the unaudited consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s latest Annual Report on Form 10-K. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement of the financial statements, have been included in the accompanying unaudited financial statements. Interim results are not necessarily indicative of results that may be expected for any other interim period or for an entire year. The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as of March 31, 2021; all intercompany transactions and balances have been eliminated. Summary of Significant Accounting Policies The significant accounting policies used in the preparation of these consolidated financial statements for the three months ended March 31,2022 are consistent with those discussed in Note 2 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. New Accounting Pronouncements Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, Leases Leases (ASC 842): Targeted Improvements As a result of implementing ASC 842, the Company recognized operating lease ROU assets of $1.5 million and lease liabilities of $1.7 million on January 1, 2022, with no impact on its beginning retained earnings, consolidated statements of operations and comprehensive loss, or cash flows. See Note 6, Leases, In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Income Taxes Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses , Measurement of Credit Losses on Financial Instruments |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Net Loss Per Share [Abstract] | |
Net Loss Per Share | 3. Net Loss Per Share The Company computes basic loss per share by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share assumes the conversion, exercise or issuance of all potential common stock equivalents, unless the effect of inclusion would be anti-dilutive. For purposes of this calculation, common stock equivalents include the Company’s stock options and convertible preferred stock, which are convertible into shares of the Company’s common stock. As of March 31, 2022, no shares of convertible preferred stock were outstanding. No shares related to the convertible preferred stock were included in the diluted net loss per share calculation for the three months ended March 31, 2021 because the inclusion of such shares would have had an anti-dilutive effect. The shares to be issued upon exercise of all outstanding stock options and restricted stock units were also excluded from the diluted net loss per share calculation for the three months ended March 31, 2022 and 2021 because such shares are anti-dilutive. Historical outstanding anti-dilutive securities not included in the diluted net loss per share calculation include the following: As of March 31, 2022 2021 Convertible preferred stock (as converted) — 15,907,629 Common stock options outstanding 4,262,702 3,113,640 Unvested restricted stock units 279,500 — Total 4,542,202 19,021,269 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements ASC 820, Fair Value Measurement ASC 820 identifies fair value as the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following: Level 1 – Observable inputs such as quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs, other than quoted prices in active markets, that are observable for the asset or liability, either directly or indirectly. Level 3 – Unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The Company’s financial assets are subject to fair value measurements on a recurring basis. The Company categorized its money market funds as Level 1, using the quoted prices in active markets. Commercial paper is valued using Level 2 significant other observable inputs. The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents. The fair value of the Company’s investments in certain money market funds is their face value and such instruments are classified as Level 1 and are included in cash and cash equivalents on the consolidated balance sheets. In November 2020, in connection with the CEO’s employment agreement he is entitled to receive a special performance award in the amount of $7.5 million (Performance Award), payable in cash, common stock or a combination of cash and common stock, at the election of the Company, based on achievement of certain conditions as described in more detail in Note 8. The Company estimated the fair value of the Performance Award using a Monte Carlo simulation, which incorporates the stock price at the date of the valuation and utilizes Level 3 inputs such as volatility, probabilities of success, and other inputs that are not observable in active markets. The Performance Award is required to be measured at fair value on a recurring basis each reporting period, with changes in the fair value recognized in general and administrative expense in the consolidated statements of operations and comprehensive loss over the derived service period of the award. No assets liabilities transferred The recurring fair value measurement of the Company’s assets and liabilities measured at fair value at March 31, 2022 consisted of the following (in thousands): Quoted Prices in Significant Active Markets Significant Other Unobservable For Identical Items Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets Cash and cash equivalents: Money market investments $ 117,921 $ — $ — $ 117,921 Short-term Investments: Commercial paper — 17,568 — 17,568 Total $ 117,921 $ 17,568 $ — $ 135,489 Liabilities Performance award $ — $ — $ 57 $ 57 Total $ — $ — $ 57 $ 57 The following table summarizes changes in fair value measurements of the Performance Award during the three months ended March 31, 2022 (in thousands): Balance as of January 1, 2022 $ 444 Change in fair value (387) Balance as of March 31, 2022 $ 57 The recurring fair value measurement of the Company’s assets and liabilities measured at fair value at December 31, 2021 consisted of the following (in thousands): Quoted Prices in Significant Active Markets Significant Other Unobservable For Identical Items Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets Cash and cash equivalents: Money market investments $ 118,535 $ — $ — $ 118,535 Short-term Investments: Commercial paper — 23,010 — 23,010 Total $ 118,535 $ 23,010 $ — $ 141,545 Liabilities Performance award $ — $ — $ 444 $ 444 Total $ — $ — $ 444 $ 444 |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Expenses. | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consisted of the following (in thousands): As of March 31, 2022 As of December 31, 2021 Accrued clinical and regulatory $ 2,049 $ 1,236 Accrued contract manufacturing cost 2,176 1,482 Accrued compensation 1,218 1,027 Accrued research and development-other 444 435 Total accrued expenses $ 5,887 $ 4,180 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
Leases | 6. Leases The Company’s headquarters are located in Irvine, California, where it leases office space. The Company leases additional office space located in San Diego, California, and in Kent, United Kingdom. The lease terms for the Irvine, San Diego, and Kent offices extend through November 30, 2026, July 31, 2023, and December 20, 2022, respectively. The Company adopted ASU 2016-02 on January 1, 2022, which requires it to recognize a liability for lease payments and a ROU asset on the balance sheet. The Company elected the package of practical expedients permitted within the standard, which allows an entity to forego reassessing (i) whether a contract contains a lease, (ii) classification of leases, and (iii) whether capitalized costs associated with a lease meet the definition of initial direct costs. Also, the Company elected the expedient allowing an entity to use hindsight to determine the lease term and impairment of ROU assets and the expedient to allow the Company to not have to separate lease and non-lease components. At March 31, 2022, the weighted average incremental borrowing rate and the weighted average remaining lease term for the operating leases held by the Company were 5% and 4.1 years, respectively. During the three months ended March 31, 2022, operating lease expenses recognized and cash paid for amounts included for the measurement of lease liabilities were immaterial. The Company has elected to net the amortization of the ROU assets and the reduction of the lease liabilities principal in other current and long-term liabilities in the consolidated statements of cash flows. Maturities of lease liabilities by fiscal year for our operating leases are as follows: As of March 31, 2022 2022 (remaining nine months) $ 399 2023 414 2024 323 2025 332 Thereafter 285 Total lease payments 1,753 Less: Imputed interest (169) Present value of lease liabilities $ 1,584 |
Convertible Preferred Stock and
Convertible Preferred Stock and Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Convertible Preferred Stock and Stockholders' Deficit | |
Convertible Preferred Stock and Stockholders' Equity | 7. Convertible Preferred Stock and Stockholders’ Equity Series A Convertible Preferred Stock As of March 31, 2022, there were no shares of Series A convertible preferred stock outstanding. In connection with the IPO (Note 1) in April 2021, all outstanding shares of Series A convertible preferred stock were converted into 5,430,957 shares of common stock. Series B Convertible Preferred Stock As of March 31, 2022, there were no shares of Series B convertible preferred stock outstanding. In March 2021, the Company completed milestone closing of it’s the Series B convertible preferred stock financing and sold a total of 23,440,514 shares of Series B convertible preferred stock, at $2.0215 per share for aggregate net proceeds of approximately $47.4 million. In connection with the IPO in April 2021, all outstanding shares of Series B convertible preferred stock were converted into 10,476,672 shares of common stock. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Stock-Based Compensation | |
Stock-Based Compensation | 8. Stock-Based Compensation In March 2021, the Company’s board of directors adopted the Company’s 2021 Equity Incentive Plan (2021 Plan), which is the successor to the 2014 Equity Incentive Plan (2014 Plan). As of the effectiveness of the 2021 Plan, awards granted under the 2014 Plan that are forfeited or otherwise become available under the 2014 Plan will be included and available for issuance under the 2021 Plan. Under the 2021 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, and other awards to individuals who are then employees, officers, directors or consultants of the Company, and employees and consultants of the Company’s affiliates. Under the 2014 Plan, certain employees were granted the ability to early exercise their options. The shares of common stock issued pursuant to the early exercise of unvested stock options are restricted and continue to vest over the requisite service period after issuance. The Company has the option to repurchase any unvested shares at the original purchase price upon any voluntary or involuntary termination. The shares purchased by the employees pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be outstanding until those shares vest. As of March 31, 2022, there were no shares subject to stock options that have been early exercised. Shares Reserved for Future Issuance As of March 31, 2022, the Company had reserved shares of its common stock for future issuance as follows: Shares Reserved Common stock options outstanding 4,262,702 Unvested restricted stock units 279,500 Available for future grants under the 2021 Equity Incentive Plan 2,165,387 Available for future grants under the 2021 Employee Stock Purchase Plan 479,012 Available for future grants outside of the 2021 Plan as inducement award 100,000 Total shares of common stock reserved 7,286,601 Stock Options A summary of the Company’s stock option activity and related information during the three months ended March 31, 2022 is as follows: Options Outstanding Weighted- Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2021 4,215,643 $ 5.49 8.5 Granted 233,600 $ 6.80 Exercised (713) $ 3.45 Forfeited/Expired (185,828) $ 6.48 Outstanding at March 31, 2022 4,262,702 $ 5.52 8.0 $ 379 Vested at March 31, 2022 1,490,020 $ 4.20 6.4 $ 368 Exercisable at March 31, 2022 2,703,228 $ 4.49 7.2 $ 375 Options exercisable at March 31, 2022 include vested options and options eligible for early exercise. All outstanding options as of March 31, 2022 are expected to vest. Unrecognized stock-based expense at March 31, 2022 was $10.4 million, which is expected to be recognized over a weighted-average vesting term of 2.9 years. The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee stock option grants were as follows: Three Months Ended March 31, 2022 2021 Risk-free interest rate 1.8 % 0.7 % Expected volatility 85.2 % 71.2 % Expected term (in years) 6.0 5.9 Expected dividend yield — % — % Risk-free interest rate. Expected volatility. Expected term. Expected dividend yield. Fair value of common stock. For periods prior to the IPO, since there had been no public market for the Company’s common stock, the Company’s board of directors, with input from management, determined the fair value of the Company’s common stock on each grant date by considering a number of objective and subjective factors, including the most recent independent third-party valuations of the Company’s common stock, sales of the Company’s convertible preferred stock to unrelated third-parties, operating and financial performance of the Company, the lack of liquidity of capital stock and general and industry-specific economic outlook, and the Company’s board of directors’ assessment of additional objective and subjective factors that it believed were relevant. Performance-Based Restricted Stock Units (PSUs) The following table summarizes PSU activity as of March 31, 2022, under the 2021 Plan: Weighted- Number of Average Grant Date PSUs Fair Value Outstanding at December 31, 2021 299,500 $ 6.32 Granted 10,000 8.98 Released — — Cancelled (30,000) 6.69 Outstanding at March 31, 2022 279,500 $ 6.37 The PSUs vest based on the Company achieving certain regulatory milestones and are subject to the employee’s continued employment with the Company through the achievement date. The fair value of the awards was based on the value of the Company’s common stock at the date of the award and expense recognition is based on the probability of achieving the performance metric. The Company concluded that achievement of the performance conditions was not probable as of March 31, 2022, and therefore no compensation expense was recognized for the three months ended March 31, 2022 in connection with the PSUs. Compensation cost is adjusted in future periods for subsequent changes in the expected outcome of the performance related conditions. Market-Based Awards Restricted Stock Units In December 2021, the Company granted 100,000 market-based restricted stock units (MRSUs) to its chief executive officer (CEO) pursuant to the 2021 Plan. The MRSUs vest based on the Company’s closing stock price trading above $20 per share for 30 consecutive trading days subject to the employee’s continued employment with the Company through the date of achievement. The share price of the Company’s common stock on the date of issuance of the MRSUs was $6.69 per share. The fair value was $0.4 million based on Monte Carlo simulation model on the grant date. Compensation expense is recognized over the derived service period of 3 years. Stock- based compensation expense in connection with the MRSUs was immaterial for the three months ended March 31, 2022. As of March 31, 2022, there was $0.4 million of unrecognized compensation expense related to this MRSU. Performance Award In November 2020, in connection with the CEO’s employment agreement he is entitled to receive a Performance Award in the amount of $7.5 million, payable in cash, common stock or a combination of cash and common stock, at the election of the Company, in the event that (i) the Company’s market value exceeds $750 million utilizing the volume-weighted average of the closing sale price of its common stock on the Nasdaq Stock Market or other principal exchange for each of the 30 trading days immediately prior to the measurement date, or (ii) the fair market value of the net proceeds available for distribution to the Company’s stockholders in connection with a change in control as defined in the Company’s severance benefit plan, as determined in good faith by its board of directors, exceeds $750 million. The Company has determined that the Performance Award is subject to ASC 718, Compensation – Stock Compensation During the three-months ended March 31, 2022, the Company reversed $0.4 million in compensation expenses as a direct result of decreased value of the Performance Award caused by a decline in the Company’s common stock price. As of March 31, 2021, prior to the IPO, the Performance Award was not probable of being achieved; therefore, no stock-based compensation expense was recognized during the three months ended March 31, 2021. 2021 Employee Stock Purchase Plan (ESPP) In March 2021, the Company’s board of directors adopted the ESPP, which became effective immediately prior to the execution of the underwriting agreement in connection with the Company’s IPO. As of March 31, 2022, 8,624 shares have been issued under the ESPP. In September 2021, the Company’s board of directors adopted the Company’s 2021 UK Sharesave Sub-plan (SAYE). An allocation of 25,875 shares of common stock from the ESPP reserve pool was approved and reserved for issuance under the SAYE. No shares have been issued under the SAYE through March 31, 2022. The stock-based compensation expense related to the ESPP and SAYE for the three months ended March 31, 2022, was immaterial. The following table summarizes stock compensation expense, including expense associated with award modifications for unvested options, reflected in the unaudited consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended March 31, 2022 2021 Research and development $ 387 $ 364 General and administrative 720 107 Total $ 1,107 $ 471 |
License Agreement
License Agreement | 3 Months Ended |
Mar. 31, 2022 | |
License Agreement | |
License Agreement | 9. License Agreement In December 2017, the Company entered into a License Agreement with vTv Therapeutics LLC (vTv Therapeutics) (the vTv License Agreement), under which the Company obtained an exclusive, worldwide, sublicensable license under certain vTv Therapeutics intellectual property to develop, manufacture and commercialize PPARδ agonists and products containing such PPARδ agonists, including REN001, for any therapeutic, prophylactic or diagnostic application in humans. To date, the Company has paid a $3.0 million upfront payment and a total of $2.0 million in milestone payments and issued an aggregate of 576,443 shares of our common stock to vTv Therapeutics. Upon the achievement of certain pre-specified development and regulatory milestones, the Company is also required to pay vTv Therapeutics milestone payments totaling up to $64.5 million. The Company is also required to pay vTv Therapeutics up to $30.0 million in total sales-based milestones upon achievement of certain sales thresholds of the licensed product. In addition, the Company is obligated to make royalty payments to vTv Therapeutics at mid-single digit to low teen percentage royalty rates, based on tiers of annual net sales of licensed products, subject to certain customary reductions. There were no milestone payments achieved or recorded for the three months ended March 31, 2022 and 2021. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events | |
Subsequent Events | 10. Subsequent Events On May 2, 2022, the Company entered into a sales agreement with SVB Securities LLC (ATM facility), under which the Company may offer and sell, from time to time at its sole discretion, up to $20.0 million in shares of its common stock. The Company has not yet sold any shares of its common stock under the ATM facility. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The Company has prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted, although the Company believes that the disclosures made are adequate to make the information not misleading. The Company recommends that the unaudited consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s latest Annual Report on Form 10-K. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement of the financial statements, have been included in the accompanying unaudited financial statements. Interim results are not necessarily indicative of results that may be expected for any other interim period or for an entire year. The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as of March 31, 2021; all intercompany transactions and balances have been eliminated. |
New Accounting Pronouncements | New Accounting Pronouncements Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, Leases Leases (ASC 842): Targeted Improvements As a result of implementing ASC 842, the Company recognized operating lease ROU assets of $1.5 million and lease liabilities of $1.7 million on January 1, 2022, with no impact on its beginning retained earnings, consolidated statements of operations and comprehensive loss, or cash flows. See Note 6, Leases, In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Income Taxes Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses , Measurement of Credit Losses on Financial Instruments |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Net Loss Per Share [Abstract] | |
Schedule of Anti-dilutive securities not included in diluted net loss per share calculation | As of March 31, 2022 2021 Convertible preferred stock (as converted) — 15,907,629 Common stock options outstanding 4,262,702 3,113,640 Unvested restricted stock units 279,500 — Total 4,542,202 19,021,269 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements [Abstract] | |
Schedule of recurring fair value measurement of the Company's assets and liabilities | The recurring fair value measurement of the Company’s assets and liabilities measured at fair value at March 31, 2022 consisted of the following (in thousands): Quoted Prices in Significant Active Markets Significant Other Unobservable For Identical Items Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets Cash and cash equivalents: Money market investments $ 117,921 $ — $ — $ 117,921 Short-term Investments: Commercial paper — 17,568 — 17,568 Total $ 117,921 $ 17,568 $ — $ 135,489 Liabilities Performance award $ — $ — $ 57 $ 57 Total $ — $ — $ 57 $ 57 The recurring fair value measurement of the Company’s assets and liabilities measured at fair value at December 31, 2021 consisted of the following (in thousands): Quoted Prices in Significant Active Markets Significant Other Unobservable For Identical Items Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets Cash and cash equivalents: Money market investments $ 118,535 $ — $ — $ 118,535 Short-term Investments: Commercial paper — 23,010 — 23,010 Total $ 118,535 $ 23,010 $ — $ 141,545 Liabilities Performance award $ — $ — $ 444 $ 444 Total $ — $ — $ 444 $ 444 |
Schedule Changes in fair value measurements of the performance award | The following table summarizes changes in fair value measurements of the Performance Award during the three months ended March 31, 2022 (in thousands): Balance as of January 1, 2022 $ 444 Change in fair value (387) Balance as of March 31, 2022 $ 57 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Expenses | |
Schedule of Accrued expenses | Accrued expenses consisted of the following (in thousands): As of March 31, 2022 As of December 31, 2021 Accrued clinical and regulatory $ 2,049 $ 1,236 Accrued contract manufacturing cost 2,176 1,482 Accrued compensation 1,218 1,027 Accrued research and development-other 444 435 Total accrued expenses $ 5,887 $ 4,180 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
Schedule of Maturities of lease liabilities by fiscal year for operating leases | Maturities of lease liabilities by fiscal year for our operating leases are as follows: As of March 31, 2022 2022 (remaining nine months) $ 399 2023 414 2024 323 2025 332 Thereafter 285 Total lease payments 1,753 Less: Imputed interest (169) Present value of lease liabilities $ 1,584 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stock-Based Compensation | |
Summary of common stock reserved for future issuance | Shares Reserved Common stock options outstanding 4,262,702 Unvested restricted stock units 279,500 Available for future grants under the 2021 Equity Incentive Plan 2,165,387 Available for future grants under the 2021 Employee Stock Purchase Plan 479,012 Available for future grants outside of the 2021 Plan as inducement award 100,000 Total shares of common stock reserved 7,286,601 |
Summary of the Company's stock option activity | Options Outstanding Weighted- Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2021 4,215,643 $ 5.49 8.5 Granted 233,600 $ 6.80 Exercised (713) $ 3.45 Forfeited/Expired (185,828) $ 6.48 Outstanding at March 31, 2022 4,262,702 $ 5.52 8.0 $ 379 Vested at March 31, 2022 1,490,020 $ 4.20 6.4 $ 368 Exercisable at March 31, 2022 2,703,228 $ 4.49 7.2 $ 375 |
Summary of weighted-average assumptions to determine the fair value of the employee stock option | Three Months Ended March 31, 2022 2021 Risk-free interest rate 1.8 % 0.7 % Expected volatility 85.2 % 71.2 % Expected term (in years) 6.0 5.9 Expected dividend yield — % — % |
Summary of PSU activity | Weighted- Number of Average Grant Date PSUs Fair Value Outstanding at December 31, 2021 299,500 $ 6.32 Granted 10,000 8.98 Released — — Cancelled (30,000) 6.69 Outstanding at March 31, 2022 279,500 $ 6.37 |
Summary of Non-cash stock-based compensation expense recorded | The following table summarizes stock compensation expense, including expense associated with award modifications for unvested options, reflected in the unaudited consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended March 31, 2022 2021 Research and development $ 387 $ 364 General and administrative 720 107 Total $ 1,107 $ 471 |
Organization and Business (Narr
Organization and Business (Narrative) (Details) $ / shares in Units, $ in Thousands | Apr. 13, 2021USD ($)$ / sharesshares | Apr. 05, 2021 | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Apr. 14, 2021shares |
Stock split reverse description | On April 5, 2021, the Company effected a 1-for-4.4748 reverse stock split of its common stock. The par value and the authorized number of shares of the common stock were not adjusted as a result of the reverse stock split. The reverse stock split resulted in an adjustment to the Series A and Series B convertible preferred stock conversion prices to reflect a proportional decrease in the number of shares of common stock to be issued upon conversion. The accompanying consolidated financial statements and notes to the consolidated financial statements give retroactive effect to the reverse stock split for all periods presented. | |||||
Stock split reverse conversion ratio | 0.2235 | |||||
Cash, cash equivalents at carrying value and short term investments | $ 138,700 | |||||
Accumulated deficit | $ 97,764 | 97,800 | $ 84,728 | |||
Net loss | 13,036 | 7,212 | ||||
Cash used for operating activities | $ 8,999 | $ 8,589 | ||||
IPO [Member] | ||||||
Common stock issued, Shares | shares | 6,250,000 | |||||
Share price | $ / shares | $ 15 | |||||
Proceeds from issuance initial public offering | $ 93,800 | |||||
Initial public offering underwriting discounts and commissions | 6,600 | |||||
Initial public offering offering expenses | $ 2,600 | |||||
Convertible preferred stock [Member] | ||||||
Preferred stock, shares outstanding | shares | 71,183,500 | 0 | ||||
Convertible preferred stock [Member] | IPO [Member] | ||||||
Shares issued from conversion of convertible stock | shares | 15,907,629 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2022 |
Right-of-use assets | $ 1,382 | |
Operating Lease, Liability | $ 1,584 | |
Accounting Standards Update 2016-02 [Member] | ||
Right-of-use assets | $ 1,500 | |
Operating Lease, Liability | $ 1,700 |
Net Loss Per Share - Anti-dilut
Net Loss Per Share - Anti-dilutive securities not included in diluted net loss per share calculation (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 4,542,202 | 19,021,269 |
Convertible preferred stock outstanding | 0 | |
Convertible preferred stock (as converted) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 15,907,629 | |
Common stock options outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 4,262,702 | 3,113,640 |
Unvested Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 279,500 |
Fair Value Measurements - Narra
Fair Value Measurements - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2020 | Nov. 30, 2020 | |
Assets transferred into L3 | $ 0 | ||
Assets transferred out of L3 | 0 | ||
Liabilities transferred into L3 | 0 | ||
Liabilities transferred out of L3 | $ 0 | ||
Performance Shares [Member] | Chief executive officer | |||
Special performance bonus payable | $ 7,500 | $ 7,500 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring fair value measurement of the Company's assets and liabilities (Detail) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 141,545 | |
Total | $ 135,489 | |
Total | 57 | 444 |
Quoted Prices in Active Markets For Identical Items (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 118,535 | |
Total | 117,921 | |
Significant Other Observable Inputs (Level 2)[Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 23,010 | |
Total | 17,568 | |
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 57 | 444 |
Performance Award Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 57 | 444 |
Performance Award Liability [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 57 | 444 |
Money market investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 117,921 | 118,535 |
Money market investments | Quoted Prices in Active Markets For Identical Items (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 117,921 | 118,535 |
Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 17,568 | 23,010 |
Commercial Paper [Member] | Significant Other Observable Inputs (Level 2)[Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 17,568 | $ 23,010 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule Changes in fair value measurements of the performance award (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance | $ 444 |
Change in fair value | (387) |
Ending Balance | $ 57 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accrued Expenses | ||
Accrued clinical and regulatory | $ 2,049 | $ 1,236 |
Accrued contract manufacturing cost | 2,176 | 1,482 |
Accrued compensation | 1,218 | 1,027 |
Accrued research and development-other | 444 | 435 |
Total accrued expenses | $ 5,887 | $ 4,180 |
Leases (Details)
Leases (Details) | Jan. 01, 2022 | Mar. 31, 2022 |
Leases | ||
Lease, Practical Expedients, Package [true false] | true | |
Lease, Practical Expedient, Use of Hindsight [true false] | true | |
Weighted average incremental borrowing rate | 5.00% | |
Weighted average remaining lease term | 4 years 1 month 6 days |
Leases - Maturities of lease li
Leases - Maturities of lease liabilities (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Leases | |
2022 (remaining nine months) | $ 399 |
2023 | 414 |
2024 | 323 |
2025 | 332 |
Thereafter | 285 |
Total lease payments | 1,753 |
Less: Imputed interest | (169) |
Present value of lease liabilities | $ 1,584 |
Convertible Preferred Stock a_2
Convertible Preferred Stock and Stockholders' Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Apr. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Apr. 14, 2021 | Apr. 13, 2021 | |
Convertible preferred stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Preferred stock, shares outstanding | 0 | 71,183,500 | ||||
Series A convertible preferred stock | ||||||
Temporary Equity [Line Items] | ||||||
Shares issued from conversion of convertible stock | 5,430,957 | |||||
Preferred stock, shares outstanding | 0 | |||||
Series B convertible preferred stock | ||||||
Temporary Equity [Line Items] | ||||||
Issuance of convertible preferred stock net of issuance cost (in shares) | 23,440,514 | 23,440,514 | ||||
Temporary equity, share price | $ 2.0215 | $ 2.0215 | ||||
Shares issued from conversion of convertible stock | 10,476,672 | |||||
Proceeds from issuance of Series B convertible preferred stock, net of issuance costs | $ 47,258 | |||||
Net Proceeds from temporary equity | $ 47,400 | |||||
Preferred stock, shares outstanding | 0 |
Stock-Based Compensation - Equi
Stock-Based Compensation - Equity Incentive Plans (Details) | 3 Months Ended |
Mar. 31, 2022shares | |
Stock-Based Compensation | |
Stock options exercised and vested | 1,490,020 |
Equity Incentive Plan 2014 | |
Stock-Based Compensation | |
Stock options exercised and vested | 0 |
Stock-Based Compensation - Shar
Stock-Based Compensation - Shares Reserved for Future Issuance (Details) | Mar. 31, 2022shares |
Class of Stock [Line Items] | |
Total shares of common stock reserved | 7,286,601 |
Unvested Restricted Stock Units | |
Class of Stock [Line Items] | |
Total shares of common stock reserved | 279,500 |
Equity Incentive Plan 2021 | |
Class of Stock [Line Items] | |
Total shares of common stock reserved | 2,165,387 |
Employee Stock Purchase Plan (ESPP) 2021 | |
Class of Stock [Line Items] | |
Total shares of common stock reserved | 479,012 |
Inducement Award 2021 Plan | |
Class of Stock [Line Items] | |
Total shares of common stock reserved | 100,000 |
Common Stock | |
Class of Stock [Line Items] | |
Total shares of common stock reserved | 4,262,702 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Options Outstanding | ||
Outstanding at beginning of period (in shares) | 4,215,643 | |
Granted (in shares) | 233,600 | |
Exercised (in shares) | (713) | |
Forfeited/Expired (in shares) | (185,828) | |
Outstanding at end of period (in shares) | 4,262,702 | 4,215,643 |
Vested (in shares) | 1,490,020 | |
Exercisable (in shares) | 2,703,228 | |
Weighted-Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ 5.49 | |
Granted (in dollars per share) | 6.80 | |
Exercised (in dollars per share) | 3.45 | |
Forfeited/Expired (in dollars per share) | 6.48 | |
Outstanding at end of period (in dollars per share) | 5.52 | $ 5.49 |
Vested (in dollars per share) | 4.20 | |
Exercisable (in dollars per share) | $ 4.49 | |
Weighted-Average Remaining Contractual Term / Aggregate Intrinsic Value | ||
Weighted Average Remaining Contractual Term, Options Outstanding | 8 years | 8 years 6 months |
Weighted Average Remaining Contractual Term, Vested | 6 years 4 months 24 days | |
Weighted Average Remaining Contractual Term, Exercisable | 7 years 2 months 12 days | |
Aggregate Intrinsic Value, Outstanding | $ 379 | |
Aggregate Intrinsic Value, Vested | 368 | |
Aggregate Intrinsic Value, Exercisable | 375 | |
Unrecognized compensation expense | $ 10,400 | |
Weighted-average vesting term | 2 years 10 months 24 days |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Weighted-average assumptions | ||
Risk-free interest rate | 1.80% | 0.70% |
Expected volatility | 85.20% | 71.20% |
Expected term (in years) | 6 years | 5 years 10 months 24 days |
Expected dividend yield | 0.00% | 0.00% |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance-Based Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Weighted Average Grant Date Fair Value | ||
Stock-based compensation expense | $ 1,107 | $ 471 |
Performance Based Restricted Stock Units R S U [Member] | Equity Incentive Plan 2021 | ||
Number of PSUs | ||
Outstanding at Beginning | 299,500 | |
Granted | 10,000 | |
Cancelled | (30,000) | |
Outstanding at End | 279,500 | |
Weighted Average Grant Date Fair Value | ||
Outstanding at Beginning | $ 6.32 | |
Granted | 8.98 | |
Cancelled | 6.69 | |
Outstanding at End | $ 6.37 | |
Stock-based compensation expense | $ 0 |
Stock-Based Compensation - Mark
Stock-Based Compensation - Market-Based Awards (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Dec. 31, 2021USD ($)D$ / sharesshares | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | |
Stock-Based Compensation | |||
Stock-based compensation expense | $ 1,107 | $ 471 | |
Unrecognized compensation expense | 10,400 | ||
Equity Incentive Plan 2021 | Market Based Restricted Stock Units | |||
Stock-Based Compensation | |||
Unrecognized compensation expense | $ 400 | ||
Equity Incentive Plan 2021 | Market Based Restricted Stock Units | Employee | |||
Stock-Based Compensation | |||
Number of shares granted | shares | 100,000 | ||
Threshold share price for vesting of shares | $ / shares | $ 20 | ||
Consecutive trading days | D | 30 | ||
Share price | $ / shares | $ 6.69 | ||
Fair value of share-based awards granted | $ 400 | ||
Service period | 3 years |
Stock-Based Compensation - Appo
Stock-Based Compensation - Appointment of CEO (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2020USD ($)D | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Stock-Based Compensation | ||||
Stock-based compensation expense | $ 1,107 | $ 471 | ||
Chief executive officer | ||||
Stock-Based Compensation | ||||
Threshold market value | $ 750,000 | |||
Number of trading days | D | 30 | |||
Threshold fair market value of the net proceeds | $ 750,000 | |||
Stock-based compensation expense | $ 0 | |||
Allocated share based compensation income | $ 400 | |||
Chief executive officer | Performance Shares [Member] | ||||
Stock-Based Compensation | ||||
Special performance bonus payable | $ 7,500 | $ 7,500 |
Stock-Based Compensation - Empl
Stock-Based Compensation - Employee Stock Purchase Plan (Details) - shares | 3 Months Ended | 7 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | |
Employee Stock Purchase Plan (ESPP) 2021 | |||
Stock-Based Compensation | |||
Number of shares issued | 8,624 | ||
UK Sharesave Sub-plan (SAYE) | |||
Stock-Based Compensation | |||
Options authorized | 25,875 | ||
Number of shares issued | 0 |
Stock-Based Compensation - Non-
Stock-Based Compensation - Non-cash stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stock-Based Compensation | ||
Stock-based compensation expense | $ 1,107 | $ 471 |
Research and development | ||
Stock-Based Compensation | ||
Stock-based compensation expense | 387 | 364 |
General and administrative | ||
Stock-Based Compensation | ||
Stock-based compensation expense | $ 720 | $ 107 |
License Agreement (Details)
License Agreement (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 52 Months Ended | ||
Dec. 31, 2017 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Research and development | $ 9,278,000 | $ 5,472,000 | |||
vTv Therapeutics | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Milestone payments | $ 0 | $ 0 | $ 0 | $ 2,000,000 | |
Milestone payments payable on achievement of sales thresholds of the licensed product | $ 30,000,000 | ||||
Research and development | vTv Therapeutics | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Upfront license fee payment | $ 64,500,000 | $ 3,000,000 | |||
Common stock issued, Shares | 576,443 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Events [Member] - SVB Securities LLC [Member] $ in Millions | May 02, 2022USD ($)shares |
Subsequent Event [Line Items] | |
Stock Issued During Period, Shares, New Issues | shares | 0 |
Scenario, Plan [Member] | |
Subsequent Event [Line Items] | |
Stock Issued During Period, Value, New Issues | $ | $ 20 |