Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 03, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CRTX | |
Entity Registrant Name | Cortexyme, Inc. | |
Entity Central Index Key | 0001662774 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 30,150,835 | |
Entity File Number | 001-38890 | |
Entity Tax Identification Number | 90-1024039 | |
Entity Address, Address Line One | 269 East Grand Ave. | |
Entity Address, City or Town | South San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94080 | |
City Area Code | 415 | |
Local Phone Number | 910-5717 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 67,564 | $ 69,724 |
Short term investments | 23,960 | 37,078 |
Prepaid expenses and other current assets | 4,829 | 4,871 |
Total current assets | 96,353 | 111,673 |
Property and equipment, net | 230 | 263 |
Operating lease right-of-use assets, net | 343 | 1,165 |
Long term investments | 19,175 | 19,933 |
Other assets | 29 | 194 |
Total assets | 116,130 | 133,228 |
Current liabilities: | ||
Accounts payable | 3,731 | 4,911 |
Accrued expenses and other current liabilities | 5,979 | 9,311 |
Total current liabilities | 9,710 | 14,222 |
Long-term operating lease liabilities | 40 | 420 |
Total liabilities | 9,750 | 14,642 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 10,000,000 authorized, no shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.001 par value, 100,000,000 shares authorized, 30,149,570 and 30,074,412 issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 30 | 30 |
Additional paid in capital | 365,096 | 355,234 |
Accumulated other comprehensive loss | (506) | (79) |
Accumulated deficit | (258,240) | (236,599) |
Total stockholders’ equity | 106,380 | 118,586 |
Total liabilities and stockholders’ equity | $ 116,130 | $ 133,228 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
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 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 30,149,570 | 30,074,412 |
Common stock, shares outstanding | 30,149,570 | 30,074,412 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 12,757 | $ 16,824 |
General and administrative | 9,106 | 6,489 |
Total operating expenses | 21,863 | 23,313 |
Loss from operations | (21,863) | (23,313) |
Interest income | 72 | 227 |
Other income | 150 | 0 |
Net loss | (21,641) | (23,086) |
Other comprehensive income: | ||
Foreign currency translation adjustments | (114) | 0 |
Unrealized loss on available for sale investments | (313) | (124) |
Total comprehensive loss | $ (22,068) | $ (23,210) |
Net loss per share - basic and diluted | $ (0.72) | $ (0.78) |
Weighted average shares of common stock outstanding - basic and diluted | 30,134,445 | 29,554,921 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance at Dec. 31, 2020 | $ 172,262 | $ 29 | $ 318,574 | $ 313 | $ (146,654) |
Beginning balance, shares at Dec. 31, 2020 | 29,543,222 | ||||
Exercise of stock options | 441 | 441 | |||
Exercise of stock options, shares | 32,722 | ||||
Stock based compensation | 6,991 | 6,991 | |||
Foreign currency translation adjustments | 0 | ||||
Unrealized loss on available for sale investments | (124) | (124) | |||
Net loss | (23,086) | (23,086) | |||
Ending balance at Mar. 31, 2021 | 156,484 | $ 29 | 326,006 | 189 | (169,740) |
Ending balance, shares at Mar. 31, 2021 | 29,575,944 | ||||
Beginning balance at Dec. 31, 2021 | 118,586 | $ 30 | 355,234 | (79) | (236,599) |
Beginning balance, shares at Dec. 31, 2021 | 30,074,412 | ||||
Issuance of common stock in connection with open market sales agreement, net of issuance costs | 608 | 608 | |||
Issuance of common stock in connection with open market sales agreement, net of issuance costs, shares | 51,769 | ||||
Exercise of stock options | 14 | 14 | |||
Exercise of stock options, shares | 23,389 | ||||
Stock based compensation | 9,240 | 9,240 | |||
Foreign currency translation adjustments | (114) | (114) | |||
Unrealized loss on available for sale investments | (313) | (313) | |||
Net loss | (21,641) | (21,641) | |||
Ending balance at Mar. 31, 2022 | $ 106,380 | $ 30 | $ 365,096 | $ (506) | $ (258,240) |
Ending balance, shares at Mar. 31, 2022 | 30,149,570 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Common Stock | |
Stock issuance costs | $ 19 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net Loss | $ (21,641) | $ (23,086) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash rent expense | 0 | 92 |
Stock based compensation | 9,240 | 6,991 |
Depreciation and amortization | 38 | 86 |
Amortization of premium on available for sale investments | 135 | 202 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 42 | 1,192 |
Other assets | 165 | 0 |
Accounts payable | (1,180) | (710) |
Accrued expenses and other current liabilities | (2,890) | 1,623 |
Net cash used in operating activities | (16,091) | (13,610) |
Cash flow from investing activities: | ||
Purchase of investments | (8,957) | (11,980) |
Proceeds from maturities and sales of investments | 22,375 | 43,660 |
Purchase of property and equipment | (5) | (37) |
Net cash provided by investing activities | 13,413 | 31,643 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock upon exercise of stock options | 14 | 441 |
Proceeds from issuance of common stock in connection with open market sales agreement, net of issuance costs | 608 | 0 |
Net cash provided by financing activities | 622 | 441 |
Effect of exchange rate changes on cash | (104) | 0 |
Net increase (decrease) in cash and cash equivalents | (2,160) | 18,474 |
Cash and cash equivalents at beginning of period | 69,724 | 66,841 |
Cash and cash equivalents at end of period | 67,564 | 85,315 |
Supplemental disclosures of non-cash information: | ||
Right Of Use Asset And Operating Lease Liability Reduction As A Result Of Lease Modification | $ (640) | $ 0 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1. Organization Description of Business Cortexyme, Inc. (the “Company”) was incorporated in the State of Delaware in June 2012 and is headquartered in South San Francisco, California. I n April 2021, the Company established a wholly owned subsidiary in Australia, Cortexyme Australia, Pty Ltd. The Company is a clinical stage biopharmaceutical company focused on novel therapeutic approaches to improve the lives of patients diagnosed with Alzheimer’s and other degenerative diseases. The Company’s pipeline includes proprietary drug candidates for the treatment of Central Nervous System ("CNS") disorders including Alzheimer’s disease, oncology applications designed to the development of oral squamous cell carcinoma, as well as for the treatment of underserved and chronic conditions like periodontitis. The Company’s pipeline also includes a proprietary irreversible protease inhibitor under development for the treatment of coronavirus infection. Liquidity and Capital Resources The Company has incurred losses and negative cash flows from operations since inception and expects to continue to generate operating losses for the foreseeable future. As of March 31, 2022, the Company had an accumulated deficit of $ 258.2 million. Since inception through March 31, 2022, the Company has funded operations primarily with the net proceeds from the issuance of convertible promissory notes, from the issuance of redeemable convertible preferred stock, from the net proceeds from the Company’s initial public offering (the “IPO”), a private investment in public equity transaction (“PIPE Financing”), and an at-the-market offering under an open market sales agreement. As of March 31, 2022, the Company had cash, cash equivalents, and short-term investments of $ 91.5 million, which it believes will be sufficient to fund its planned operations for a period of at least 12 months from the date of the issuance of the accompanying unaudited consolidated financial statements. The Company also has long-term investments of $ 19.2 million. Management expects to incur additional losses in the future to fund its operations and conduct product research and development and may need to raise additional capital to fully implement its business plan. The Company may raise additional capital through the issuance of equity securities, debt financings or other sources in order to further implement its business plan. However, if such financing is not available when needed and at adequate levels, the Company will need to reevaluate its operating plan and may be required to delay the development of its product candidate. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Consolidation The accompanying condensed consolidated financial statements include the accounts of Cortexyme, Inc. and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated upon consolidation. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the instructions of the SEC on Form 10-Q and Article 10 of Regulation S-X of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the management’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the results of operations and cash flows for the periods presented have been included. The condensed consolidated balance sheet as of March 31, 2022, the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2022 and 2021, the condensed consolidated statements of stockholders’ equity as of March 31, 2022 and 2021, the condensed consolidated statements of cash flows for the three months ended March 31, 2022 and 2021, and the financial data and other financial information disclosed in the notes to the condensed consolidated financial statements are unaudited. These financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2021 included in the Company’s Form 10-K filed with the SEC on March 1, 2022. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 , or for any other future annual or interim period. Risks and Uncertainties The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty of results of clinical trials and reaching milestones, uncertainty of regulatory approval of the Company’s potential drug candidates, uncertainty of market acceptance of the Company’s drug candidates, competition from substitute products and larger companies, securing and protecting proprietary technology, strategic relationships and dependence on key individuals and sole source suppliers. The Company’s drug candidate will require approvals from the U.S. Food and Drug Administration ("FDA") and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any drug candidate will receive the necessary approvals. On January 25, 2022, the Company received a letter from the FDA Division of Neurology 1 placing a full clinical hold on atuzaginstat (COR388) IND application. Other divisions of the FDA may impose a clinical hold on atuzaginstat (COR388) as the Company explores other indications for this drug, or otherwise limit the Company’s ability to proceed with other clinical programs in the Company's pipeline, which could have a materially adverse impact on the Company. In connection with the COVID-19 pandemic, governments have implemented significant measures, including closures, quarantines, travel restrictions and other social distancing directives, intended to control the spread of the virus. Although recently these restrictions are being modified and removed in many geographies, companies globally continue to take precautions, such as requiring employees to work remotely, imposing travel restrictions, and temporarily closing businesses. To the extent that these restrictions remain in place, additional prevention and mitigation measures are implemented in the future or there is uncertainty about the effectiveness of these or any other measures to contain or treat COVID-19, there is likely to be a continuing, adverse impact on global economic conditions and consumer confidence and spending, which could materially and adversely affect the Company’s research and development, as well as operational activities. At this time, the Company continues to manage and mitigate potential disruptions to its research and future manufacturing and supply chain considerations. The Company has not experienced significant hinderances to its operations or material negative financial impacts as compared to prior periods. At this time, the extent to which the COVID-19 pandemic impacts the Company’s business will depend on future developments which are highly uncertain and cannot be predicted. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses, as well as related disclosure of contingent assets and liabilities. The most significant estimates used in the Company’s consolidated financial statements relate to the determination of the fair value of stock-based awards and other issuances, accruals for research and development costs, useful lives of long-lived assets, stock-based compensation and related assumptions, the incremental borrowing rate for leases and income tax uncertainties, including a valuation allowance for deferred tax assets, eligibility of expenses for the Australia research and development refundable tax credits; and contingencies. The Company bases its estimates on historical experience and on various other market specific and other relevant assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from the Company’s estimates. Foreign Currency Translation and Transactions The functional currency of the Company’s wholly-owned subsidiary is the Australian Dollar. Its financial results and financial position are translated into U.S. dollars using exchange rates at balance sheet dates for assets and liabilities and using average exchange rates for income and expenses. The resulting translation differences are presented as a separate component of accumulated other comprehensive income (loss), as a separate component of equity. Foreign currency transactions are translated into the functional currencies using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses, resulting from the settlement of such transactions and from the re-measurement of monetary assets and liabilities denominated in foreign currencies using exchange rates at balance sheet date and non-monetary assets and liabilities using historical exchange rates, are recognized in the consolidated statements of operations and comprehensive loss. Significant Accounting Policies There have been no significant changes to the accounting policies during the three months ended March 31, 2022 , as compared to the significant accounting policies described in our Annual Report on Form 10-K. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash and cash equivalents. Cash equivalents, which consist of amounts invested in money market funds, are stated at fair value. There are no unrealized gains or losses on the money market funds for the periods presented. Fair Value Measurements The fair value of the Company’s financial instruments reflects the amounts that the Company estimates that it would receive in connection with the sale of an asset or pay in connection with the transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows: Level 1 - Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; Level 2 - Inputs other than quoted prices that are observable for the assets or liability either directly or indirectly, including inputs in markets that are not considered to be active; Level 3 - Inputs that are unobservable. 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 recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. Recent Accounting Pronouncements Adopted ASU 2021-10, Disclosures by Business Entities about Government Assistance. In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832 )," which requires business entities to disclose information about transactions with a government that are accounted for by applying a grant or contribution model by analogy (for example, IFRS guidance in IAS 20 or guidance on contributions for not-for-profit entities in ASC 958-605). For transactions within scope, the new standard requires the disclosure of information about the nature of the transaction, including significant terms and conditions, as well as the amounts and specific financial statement line items affected by the transaction. The new guidance is effective for annual reporting periods beginning after December 15, 2021 . The adoption of this pronouncement did no t have a material impact on its consolidated financial statements or disclosures. Recent Accounting Pronouncements Not Yet Adopted The following are new accounting pronouncements that the Company is evaluating for future impacts on its financial statements: Financial Instruments—Credit Losses: In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which amends the principles around the recognition of credit losses by mandating entities incorporate an estimate of current expected credit losses when determining the value of certain assets. The guidance also amends reporting around allowances for credit losses on available-for-sale marketable securities. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates, which established that a one-time determination of the effective date for ASU 2016-13 would be based on the Company’s SEC reporting status as of November 15, 2019. The Company was a “smaller reporting company” as defined by Item 10 of Regulation S-K, and therefore, ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is evaluating the impact of the guidance on its consolidated financial statements. All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 3. Fair Value Measurements The Company measures and reports its cash equivalents and investments at fair value. Money market funds are measured at fair value on a recurring basis using quoted prices and are classified as Level 1. Investments are measured at fair value based on inputs other than quoted prices that are derived from observable market data and are classified as Level 2 inputs. Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements by major security type as of March 31, 2022 and December 31, 2021 are presented in the following tables (in thousands): Fair Value Measurements at March 31, 2022 Total Level 1 Level 2 Level 3 Money market funds $ 32,361 $ 32,361 $ — $ — Certificates of Deposit 8,227 — 8,227 — Repurchase Agreements 5,000 — 5,000 — Corporate notes 26,418 — 26,418 — Government and agency notes 6,689 — 6,689 — Municipal notes 1,706 — 1,706 — Commercial Paper 2,895 — 2,895 — Total $ 83,296 $ 32,361 $ 50,935 $ — Fair Value Measurements at December 31, 2021 Total Level 1 Level 2 Level 3 Money market funds $ 15,954 $ 15,954 $ — $ — Certificates of Deposit 11,503 — 11,503 — Repurchase Agreements 13,500 — 13,500 — Corporate notes 38,397 — 38,397 — Government and agency notes 5,178 — 5,178 — Municipal notes 1,933 — 1,933 — Total $ 86,465 $ 15,954 $ 70,511 $ — T he following table summarizes the available-for-sale securities (in thousands): Fair Value Measurements at March 31, 2022 Amortized Unrealized Unrealized Fair Value Money market funds $ 32,361 $ — $ — $ 32,361 Certificates of Deposit 8,305 1 ( 79 ) 8,227 Repurchase Agreements 5,000 — — 5,000 Corporate notes 26,673 2 ( 257 ) 26,418 Government and agency notes 6,756 — ( 67 ) 6,689 Municipal notes 1,716 — ( 10 ) 1,706 Commercial Paper 2,897 — ( 2 ) 2,895 Total cash equivalents and investments $ 83,708 $ 3 $ ( 415 ) $ 83,296 Classified as: Cash equivalents (maturities within 90 days) $ 40,161 Short-term investments (maturities within one year) 23,960 Long-term investments (maturities beyond 1 year) 19,175 Total cash equivalents and investments $ 83,296 Fair Value Measurements at December 31, 2021 Amortized Unrealized Unrealized Fair Value Money market funds $ 15,954 $ — $ — $ 15,954 Certificates of Deposit 11,511 12 ( 20 ) 11,503 Repurchase Agreements 13,500 — — 13,500 Corporate notes 38,470 6 ( 79 ) 38,397 Government and agency notes 5,195 — ( 17 ) 5,178 Municipal notes 1,934 — ( 1 ) 1,933 Total cash equivalents and investments $ 86,564 $ 18 $ ( 117 ) $ 86,465 Classified as: Cash equivalents (maturities within 90 days) $ 29,454 Short-term investments (maturities within one year) 37,078 Long-term investments (maturities beyond 1 year) 19,933 Total cash equivalents and investments $ 86,465 As of March 31, 2022, the remaining contractual maturities of available-for-sale securities was approximate ly 11 m onths. There have been no significant realized gains or losses on available-for-sale securities for the period presented. Based on the Company’s review of its available-for-sale securities, the Company has a limited number of available-for-sale securities in insignificant loss positions as of March 31, 2022 , none of which have been in a loss position for more than a year. The Company believes it had no other-than-temporary impairments on these securities as of March 31, 2022, because the Company does not intend to sell these securities nor does the Company believe that it will be required to sell these securities before the recovery of their amortized cost basis. The investments are classified as available-for-sale securities. At March 31, 2022 and December 31, 2021 , the balance in the Company’s accumulated other comprehensive income included activity related to the Company’s available-for-sale securities. There were no realized gains or losses recognized on the sale or maturity of available-for-sale securities for the three months ended March 31, 2022 and as a result, the Company did no t reclassify any amounts out of accumulated other comprehensive income for the quarter. There were no transfers between Levels 1, 2 or 3 for the period presented |
Cash, Cash Equivalents and Inve
Cash, Cash Equivalents and Investments | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Cash, Cash Equivalents and Investments | Note 4: Cash, cash equivalents and investments The following tables categorize the fair values of cash, cash equivalents, short-term investments and long-term investments measured at fair value on a recurring basis on our balance sheets (in thousands): March 31, 2022 December 31, 2021 Cash and cash equivalents: Cash $ 27,403 $ 40,270 Money market funds 32,361 15,954 Repurchase agreements 5,000 13,500 Corporate notes 902 — Commercial Paper 1,898 — Total cash and cash equivalents $ 67,564 $ 69,724 Short-term investments: Certificates of deposit $ 2,981 $ 6,928 Municipal notes 1,172 1,283 Corporate notes 17,707 25,675 Government and agency notes 1,103 3,192 Commercial Paper 997 — Total short-term investments $ 23,960 $ 37,078 Long-term investments Corporate notes $ 7,809 $ 12,722 Certificates of deposit 5,246 4,575 Municipal notes 534 650 Government and agency notes 5,586 1,986 Total long-term investments $ 19,175 $ 19,933 |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2022 | |
Balance Sheet Components [Abstract] | |
Balance Sheet Components | Note 5. Balance Sheet Components Prepaid expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, 2022 2021 Prepaid expenses $ 352 $ 333 Prepaid insurance 385 1,144 Prepaid research and development expenses 2,047 1,899 Australia research and development refundable tax credit 1,558 1,128 Other current assets 487 367 Total prepaid expenses and other current assets $ 4,829 $ 4,871 Cortexyme Australia, Pty, Ltd is eligible to obtain a cash refund from the Australian Taxation Office for eligible R&D expenditures under the Australian R&D Tax Incentive Program (the “Australian Tax Incentive”). The Australian Tax Incentive is recognized as a reduction to R&D expense when there is reasonable assurance that the relevant expenditure has been incurred, the amount can be reliably measured and the Australian Tax Incentive will be received. The Company recognized reductions to R&D expense of $ 1.1 million for the year ended December 31, 2021 and an additional $ 0.4 million for the three months ended March 31, 2022 . Property and Equipment, Net Property and equipment, net consist of the following (in thousands): March 31 December 31 2022 2021 Computer equipment $ 52 $ 53 Lab equipment 528 528 Finance lease right of use assets 557 557 Leasehold improvement 63 58 Office furniture 26 26 Less: accumulated amortization and depreciation ( 996 ) ( 959 ) Property and equipment, net $ 230 $ 263 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): March 31, December 31, 2022 2021 Personnel expenses $ 1,213 $ 820 Severance expense 261 — Professional fees 600 462 Research and development expenses 3,485 7,108 Current portion of operating lease liabilities 299 741 Other 121 180 Total accrued expenses and other current liabilities $ 5,979 $ 9,311 In response to the reprioritization of the Company's pipeline following the clinical hold on atuzaginstat (COR388) IND application, on February 2, 2022, the Board of Directors of the Company (the “Board”) approved a cost reduction program to rationalize operations and allow continued support for the needs of the business. Under the cost reduction program, t h e C o m p a n y i s reduc ing headcount by approximately 53 % through a reduction in workforce. A majority of this reduction in force took place by March 31, 2022, and is expected that the remainder will be completed by July 2022. To be eligible for the severance payments, employees must remain with the company through their communicated severance date. The Company is recognizing the severance and related expenses over the requisite employment obligation period. The total amount expected to be incurred as of the quarter ended March 31, 2022 , in connection with the one-time termination benefits from the cost reduction program, is approximately $ 1.9 million. The total severance cost incurred for three months ended March 31, 2022 is $ 1.7 million, $ 0.9 million of which was recorded in research and development expense and $ 0.8 million was recorded in general and administrative expense within the Condensed Consolidated Statements of Operations and Comprehensive Loss. There were no severance costs for the three months ended March 31, 2021. March 31, 2022 Beginning accrued severance $ - Incurred during the period 1,687 Severance paid during the period ( 1,426 ) Ending accrued severance $ 261 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 6. Leases Real Estate Operating Leases In June 2018, the Company entered into a three-year lease agreement with no renewal options with an investor in the Series B redeemable convertible preferred stock. The lease began on July 16, 2018 and provides 3,185 square feet of office and laboratory space in South San Francisco, California. The Company issued 114,437 shares of its Series B redeemable convertible preferred stock with a fair value of $ 1.1 million in exchange for the leased facility. No other payments are due under the lease. The common area maintenance and other operating costs are included in the base rent. 100 % of the issued shares were initially subject to a repurchase option. Pursuant to the terms of the lease, each month beginning on the one-month anniversary of the commencement date of the lease, 1/36 th of the total shares are released from the repurchase option until all shares are released over the lease period of three years . The scheduled release of shares ceased immediately upon the IPO which was a terminating event. The Company completed its IPO on May 13, 2019 and as a result, pursuant to the terms of the lease agreement, all previously unvested shares were fully vested and as part of the IPO process, all outstanding shares of the Company’s redeemable convertible preferred stock including the Series B redeemable convertible preferred stock issued in connection with the lease agreement were converted into shares of the Company’s common stock on a 1 -for-1 basis and the operating lease liability was extinguished. In May 2019, the Company entered into an amendment to the lease agreement to rent additional space in the same facility under the same terms as its existing facility lease except the terms of payment. Under the terms of the amendment, the Company paid a one-time fee of approximately $ 63,000 for the additional space and the lease agreement terminated in July 2021 . No other payments are due under the lease agreement and no renewal option is available. As the entire lease is prepaid, there is no associated lease liability. In May 2020, the Company entered into a second amendment to the lease agreement to rent additional space in the same facility under the same terms as its existing facility lease except the terms of payment. Under the terms of the amendment, the Company will pay ren t monthly for the additional space and the lease agreement terminated in July 2021 . The Company recorded an operating lease asset and liability of $ 172,000 . In May 2021, the Company entered into a third amendment to the lease agreement to extend the term of its existing facility space to July 15, 2022 under the same terms as its existing facility lease except the terms of payment. The lease amendment provides for one-year extension period under the same terms. As a result of this amendment, the Company recognized an additional right-of-use asset and corresponding lease liability of $ 1.2 million. In the same agreement, the Company also agreed to rent additional space effective July 16, 2021 for a period of 12 months. The lease amendment provides for one-year extension period and was included in the lease term as it was reasonably certain that the Company would exercise the option. The Company recognized an additional right of use asset and corresponding lease liability of $ 44,000 in July 2021. Total payments under the third amendment to the lease including the additional space would be $ 1.3 million. In March 2022, i n response to the reprioritization of the Company's pipeline following the clinical hold on atuzaginstat (COR388) IND application, the Company has decided not to exercise the one-year extension period which was previously included in the determination of the lease term at the time the lease was modified in May 2021. This reduction in lease term was determined to be a lease modification and as such, the lease liability was remeasured and corresponding ROU asset adjusted using an incremental borrowing rate at the date of modification. The Company reduced the ROU asset and lease liability by approximately $ 640,000 . The Company paid a security deposit of $ 105,000 , which is included in Prepaid Expenses and Other Current Assets on the March 31, 2022 condensed consolidated balance sheets. In May 2020, the Company entered into a lease agreement to rent space in San Diego, California for our clinical operations team. The lease agreement is for three years which commenced August 1, 2020. Total payments under the lease will be $ 337,000 . The Company paid a security deposit of $ 29,000 and is included in Other Assets on our March 31, 2022 condensed consolidated balance sheets. At the commencement of the lease, the Company recorded an operating lease asset of $ 326,000 , which consists of an operating lease liability of $ 317,000 and cash rent prepayment of $ 9,000 . The Company recognizes lease expense on a straight-line basis over the term of its operating lease. As of March 31, 2022, total future rent expense from all real estate operating leases of $ 329,000 will be recognized over the remaining terms ranging from 4 to 16 m onths on a straight-line basis over the respective lease period. Clinical Equipment Operating Lease The Company uses certain vendor supplied equipment in connection with its on-going clinical trial. The Company has analyzed the vendor agreement and determined that it contains an embedded operating lease. The Company recognizes monthly the leases costs in our research and development expenses. The right of use asset and lease liability are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company’s lease does not provide an implicit rate. The Company used an adjusted historical incremental borrowing rate, based on the information available at the approximate lease commencement date, to determine the present value of lease payments. As of March 31, 2022, the lease expense has been fully recognized. Supplemental balance sheet information related to leases as follows (in thousands except lease terms and discount rates): March 31, 2022 December 31, 2021 Operating lease right of use asset, net $ 343 $ 1,165 Short-term operating lease liability 299 741 Long-term operating lease liability 40 420 $ 339 $ 1,161 Weighted average remaining lease term Operating leases 0.8 years 1.6 years Weighted average discount rate Operating leases 2.34 % 1.87 % Year ended December 31, Operating Lease 2022 (excluding the three months ended March 31, 2022) 272 2023 70 Total lease payments 342 Less: imputed interest ( 3 ) Total remaining lease liability 339 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 7. Stock-Based Compensation On December 4, 2014, the Company’s stockholders approved the 2014 Stock Plan (“2014 Plan”), and most recently amended the 2014 Plan on April 25, 2019. The 2014 Plan was amended, restated and re-named the 2019 Equity Incentive Plan (the “2019 Plan”), which became effective as of May 7, 2019, the day prior to the effectiveness of the registration statement filed in connection with the IPO. The remaining shares available for issuance under the 2014 Plan were added to the shares reserved for issuance under the 2019 Plan. The 2019 Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, RSUs, performance units, and performance shares to the Company’s employees, directors, and consultants. The maximum aggregate number of shares that may be issued under the 2019 Plan is 8,591,030 shares of the Company’s common stock. In addition, the number of shares available for issuance under the 2019 Plan will be annually increased on the first day of each fiscal years beginning with fiscal 2020, by an amount equal to the least of (i) 2,146,354 shares of common stock; (ii) 4 % of the outstanding shares of its common stock as of the last day of its immediately preceding fiscal year; and (iii) such other amount as the Board may determine. The 2019 Plan may be amended, suspended or terminated by the Board at any time, provided such action does not impair the existing rights of any participant, subject to stockholder approval of any amendment to the 2019 Plan as required by applicable law or listing requirements. Unless sooner terminated by the Board, the 2019 Plan will automatically terminate on April 23, 2029. As of March 31, 2022, the Company had 52,908 shares available for future issuance under the 2019 Plan. Stock Options Activity for service-based stock options under the 2019 Plan is as follows: Number of Weighted Weighted Aggregate (In thousands) Balance at December 31, 2021 5,571,293 $ 28.70 8.26 $ 15,687 Options granted 1,087,058 13.22 Options exercised ( 23,389 ) 0.58 Options cancelled / forfeited ( 411,564 ) 36.68 Balance at March 31, 2022 6,223,398 $ 25.58 8.16 $ 5,225 Options vested and expected to vest as of March 31, 2022 6,223,398 25.58 8.16 5,225 Options exercisable as of March 31, 2022 2,557,002 $ 20.81 7.01 $ 4,513 For the three months ended March 31, 2022 and 2021, the Company recognized stock-based compensation expense of $ 7,024,000 and $ 6,077,000 , respectively, related to options granted to employees and non-employees. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the statement of operations for stock-based compensation arrangements. As of March 31, 2022, total unamortized employee stock-based compensation was $ 57.1 million, which is expected to be recognized over the remaining estimated vesting peri od of 2.76 years. Performance Stock Options (“PSOs”) The following table summarizes activity under the Company’s PSOs from the 2019 Plan and related information: Shares Subject to Outstanding PSOs Weighted Weighted average remaining contractual life (years) Outstanding balance at December 31, 2021 675,000 $ 29.60 8.94 Surrendered ( 400,000 ) $ 29.60 — Vested — — — Outstanding balance at March 31, 2022 275,000 $ 29.60 8.70 In February 2022, the Company and certain executive officers agreed to voluntarily surrender 400,000 of the PSOs. As a result of the surrender, the Company accelerated the total remaining expense on these options and recognized approximately $ 3.6 million in compensation expense during the quarter ended March 31, 2022. In February 2022, the Company's Chief Executive Officer and Chief Scientific Officer resigned from the Company. As a result, the unvested PSOs were cancelled and the life to date expense of approximately $ 1.6 million was reversed in the quarter ended March 31, 2022. For the three months ended March 31, 2022 and 2021, the Company recognized stock-based compensation expense of $ 2,044,000 and $ 914,000 , respectively, related to these PSOs. As of March 31, 2022 , there was no remaining unamortized stock-based compensation related to PSOs. Restricted Stock Units (“RSUs”) The following table summarizes activity under the Company’s RSUs from the 2019 Plan and related information: RSUs Outstanding Number of Shares Weighted Average Grant Date Fair Value Unvested - December 31, 2021 — — RSUs granted 1,013,500 4.30 RSUs vested — — RSUs cancelled — — Unvested - March 31, 2022 1,013,500 $ 4.30 The fair value of the RSUs is determined on the grant date based on the fair value of the Company’s common stock. The fair value of the RSUs is recognized as expense ratably over the vesting period of two years . The total grant date fair value of the RSUs vested during the quarter ended March 31, 2021 was $ 0 . The aggregate intrinsic value of the shares of the RSUs vested during the quarter ended March 31, 2022 was $ 0 . For the three months ended March 31, 2022 and 2021, the Company recognized stock-based compens ation expense of $ 172,000 and $ 0 , respectively, related to these RSUs. As of March 31, 2022, total unamortized stock-based compensation related to RSUs was $ 4.2 mill ion, which is expected to be recognized over the remaining estimated vesting period of 1.92 years. Stock-Based Compensation Expense The following table summarizes employee and non-employee stock-based compensation expense for the three months ended March 31, 2022 and 2021 and the allocation within the condensed consolidated statements of operations and comprehensive loss (in thousands): March 31, 2022 2021 General and administrative expense $ 4,431 $ 3,478 Research and development expense 4,809 3,513 Total stock-based compensation $ 9,240 $ 6,991 Employee Stock Purchase Plan On April 24, 2019, the Board adopted its 2019 Employee Stock Purchase Plan (“2019 ESPP”), which was subsequently approved by the Company’s stockholders and became effective on May 7, 2019, the day immediately prior to the effectiveness of the registration statement filed in connection with the IPO. The 2019 ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code (the “Code”) for U.S. employees. In addition, the 2019 ESPP authorizes grants of purchase rights that do not comply with Section 423 of the Code under a separate non-423 component for non-U.S. employees and certain non-U.S. service providers. The Company has reserved 1,133,165 shares of common stock for issuance under the 2019 ESPP. In addition, the number of shares reserved for issuance under the 2019 ESPP will be increased automatically on the first day of each fiscal year for a period of up to ten years , starting with the 2020 fiscal year, by a number equal to the least of: (i) 536,589 shares; (ii) 1 % of the shares of common stock outstanding on the last day of the prior fiscal year; or (iii) such lesser number of shares determined by the Board. The 2019 ESPP is expected to be implemented through a series of offerings under which participants are granted purchase rights to purchase shares of the Company’s common stock on specified dates during such offerings. The Company has not yet approved an offering under the 2019 ESPP. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8. Related Party Transactions In the first quarter of 2021, the Company entered into one agreement with LifeSci Advisors, LLC for non-capital advisory consulting services and was renewed during the first quarter of 2022. The Company’s Interim Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer, Christopher Lowe, has an investment in a sister entity to LifeSci Advisors, LLC whose business is unrelated to the services being offered by LifeSci Advisors, LLC to the Company. For the three months ended March 31, 2022 and 2021, the Company has incurred total expenses of $ 73,000 and $ 48,000 , respectively, related to these agreements . This is recorded in general and administrative expenses included in the Condensed Consolidated Statements of Operations and Comprehensive Loss. On February 1, 2022, the Company announced that Casey C. Lynch stepped down as the chairperson of the Board and the President and Chief Executive Officer, effective as of January 28, 2022. As of the effective date of her departure, Ms. Lynch held 26,294 options that were unvested and would have vested in February 2022. In connection with Ms. Lynch’s departure, the Board agreed to accelerate the vesting of the remaining 26,294 options, and extend the exercise period on 574,206 vested options currently held to January 28, 2023. Additionally as part of the severance agreement, the Company made a cash severance payment of $ 604,000 to Ms. Lynch. On February 1, 2022, the Company announced that Stephen S. Dominy M.D. stepped down as a member of the Board and the Chief Scientific Officer, effective as of January 28, 2022. As of the effective date of his departure, Dr. Dominy held 9,230 options that were unvested and would have vested in February 2022. In connection with Dr. Dominy's departure, the Board agreed to accelerate the vesting of the remaining 9,230 options, and extend the exercise period on 315,659 vested options currently held to January 28, 2023. Additionally as part of the severance agreement, the Company made a cash severance payment of $ 326,250 to Dr. Dominy. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9. Income Taxes The Company has a history of losses and expects to record a loss in 2022. The Company accounts for income taxes under ASC Topic 740 – Income Taxes. Under this standard, deferred tax assets and liabilities are recognized for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be realized through future operations. No provision for income taxes has been recorded due to the available net operating loss carry forwards. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the future deferred tax assets. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 10. Net Loss Per Share The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share for the period presented due to their anti-dilutive effect: March 31, 2022 2021 Stock options issued and outstanding 6,223,398 4,856,521 Performance stock options 275,000 675,000 Restricted stock units 1,013,500 — Total 7,511,898 5,531,521 |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 11. Subsequent Event In April 2022, we continued to reduce personnel related costs and plan to reduce headcount by approximately an incremental 36%. A majority of this reduction will take place in May 2022 and is expected to be completed by July 2022. W e estimate that we will incur expenses of up to approximately $ 0.7 million, substantially all of which will be cash expenditures relating to severance through the third quarter of 2022. These estimates are subject to a number of assumptions, and actual results may differ. On May 7, 2022, the Company adopted the 2022 Inducement Award Plan (the “Inducement Plan”), pursuant to which the Company reserved 4,000,000 shares of its common stock for issuance under the Inducement Plan to be used exclusively for grants of awards to individuals who were not previously employees or directors of the Company. The Inducement Plan was approved by the independent members of the Board of Directors of the Company. On May 9, 2022 the Company entered into an agreement and plan of merger and reorganization (the “Merger Agreement”) with Novosteo Inc. (“Novosteo”), a privately-held biotech company focused on targeted therapeutics to treat skeletal diseases, bone cancer and injury and certain other parties thereto. The Merger Agreement provides, among other things, that upon consummation of the Merger the Company will appoint Dirk Thye, M.D., the current Chief Executive Officer of Novosteo, as the Chief Executive Officer of the Company, and Karen Smith, M.D., Ph.D., the current Chief Medical Officer of Novosteo, as the Chief Medical Officer of the Company. In addition, the Company has agreed to expand the Company’s Board of Directors to appoint Dr. Thye and Philip Low, Ph.D., a current director of Novosteo, as Class II and Class I directors of the Company’s Board of Directors, respectively. In connection with the merger, the Company will issue approximately 6 million shares of common stock in exchange for outstanding shares of Novosteo common stock and Novosteo equity awards, or approximately 19.99 % of the Company’s securities on a fully diluted basis. Furthermore, the Merger Agreement provides that unaccredited Novosteo securityholders will receive cash in lieu of shares of common stock of the Company. In connection with the consummation of the Merger, the Company plans to complete a corporate name change and operate under a new name, Quince Therapeutics, Inc., and to trade under the ticker symbol "QNCX" in the coming months. The Merger Agreement has been approved by the Board of Directors of both companies and is expected to close within the next 30 days; however, the consummation of the Merger is subject to customary closing conditions. Novosteo is considered a related party to the Company through a shared directorship on both boards of directors. David Lamond, the Chairman of the Board of the Company is also a member of the board of directors of Novosteo. Mr. Lamond is also an equity owner of the Company and Novosteo. Additionally, EPIQ Capital Group, LLC and Chad Boeding as managing member of EPIC Capital Group, LLC are also deemed related parties due to common investments in both companies. EPIQ Capital Group, LLC is an equity owner of the Company and The Boeding Family Trust is an equity owner of Novosteo. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation The accompanying condensed consolidated financial statements include the accounts of Cortexyme, Inc. and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated upon consolidation. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the instructions of the SEC on Form 10-Q and Article 10 of Regulation S-X of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the management’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the results of operations and cash flows for the periods presented have been included. The condensed consolidated balance sheet as of March 31, 2022, the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2022 and 2021, the condensed consolidated statements of stockholders’ equity as of March 31, 2022 and 2021, the condensed consolidated statements of cash flows for the three months ended March 31, 2022 and 2021, and the financial data and other financial information disclosed in the notes to the condensed consolidated financial statements are unaudited. These financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2021 included in the Company’s Form 10-K filed with the SEC on March 1, 2022. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 , or for any other future annual or interim period. |
Risks and Uncertainties | Risks and Uncertainties The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty of results of clinical trials and reaching milestones, uncertainty of regulatory approval of the Company’s potential drug candidates, uncertainty of market acceptance of the Company’s drug candidates, competition from substitute products and larger companies, securing and protecting proprietary technology, strategic relationships and dependence on key individuals and sole source suppliers. The Company’s drug candidate will require approvals from the U.S. Food and Drug Administration ("FDA") and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any drug candidate will receive the necessary approvals. On January 25, 2022, the Company received a letter from the FDA Division of Neurology 1 placing a full clinical hold on atuzaginstat (COR388) IND application. Other divisions of the FDA may impose a clinical hold on atuzaginstat (COR388) as the Company explores other indications for this drug, or otherwise limit the Company’s ability to proceed with other clinical programs in the Company's pipeline, which could have a materially adverse impact on the Company. In connection with the COVID-19 pandemic, governments have implemented significant measures, including closures, quarantines, travel restrictions and other social distancing directives, intended to control the spread of the virus. Although recently these restrictions are being modified and removed in many geographies, companies globally continue to take precautions, such as requiring employees to work remotely, imposing travel restrictions, and temporarily closing businesses. To the extent that these restrictions remain in place, additional prevention and mitigation measures are implemented in the future or there is uncertainty about the effectiveness of these or any other measures to contain or treat COVID-19, there is likely to be a continuing, adverse impact on global economic conditions and consumer confidence and spending, which could materially and adversely affect the Company’s research and development, as well as operational activities. At this time, the Company continues to manage and mitigate potential disruptions to its research and future manufacturing and supply chain considerations. The Company has not experienced significant hinderances to its operations or material negative financial impacts as compared to prior periods. At this time, the extent to which the COVID-19 pandemic impacts the Company’s business will depend on future developments which are highly uncertain and cannot be predicted. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses, as well as related disclosure of contingent assets and liabilities. The most significant estimates used in the Company’s consolidated financial statements relate to the determination of the fair value of stock-based awards and other issuances, accruals for research and development costs, useful lives of long-lived assets, stock-based compensation and related assumptions, the incremental borrowing rate for leases and income tax uncertainties, including a valuation allowance for deferred tax assets, eligibility of expenses for the Australia research and development refundable tax credits; and contingencies. The Company bases its estimates on historical experience and on various other market specific and other relevant assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from the Company’s estimates. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The functional currency of the Company’s wholly-owned subsidiary is the Australian Dollar. Its financial results and financial position are translated into U.S. dollars using exchange rates at balance sheet dates for assets and liabilities and using average exchange rates for income and expenses. The resulting translation differences are presented as a separate component of accumulated other comprehensive income (loss), as a separate component of equity. Foreign currency transactions are translated into the functional currencies using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses, resulting from the settlement of such transactions and from the re-measurement of monetary assets and liabilities denominated in foreign currencies using exchange rates at balance sheet date and non-monetary assets and liabilities using historical exchange rates, are recognized in the consolidated statements of operations and comprehensive loss. |
Significant Accounting Policies | Significant Accounting Policies There have been no significant changes to the accounting policies during the three months ended March 31, 2022 , as compared to the significant accounting policies described in our Annual Report on Form 10-K. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash and cash equivalents. Cash equivalents, which consist of amounts invested in money market funds, are stated at fair value. There are no unrealized gains or losses on the money market funds for the periods presented. |
Fair Value Measurements | Fair Value Measurements The fair value of the Company’s financial instruments reflects the amounts that the Company estimates that it would receive in connection with the sale of an asset or pay in connection with the transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows: Level 1 - Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; Level 2 - Inputs other than quoted prices that are observable for the assets or liability either directly or indirectly, including inputs in markets that are not considered to be active; Level 3 - Inputs that are unobservable. 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 recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. |
Recently Accounting Pronouncements Adopted and Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Adopted ASU 2021-10, Disclosures by Business Entities about Government Assistance. In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832 )," which requires business entities to disclose information about transactions with a government that are accounted for by applying a grant or contribution model by analogy (for example, IFRS guidance in IAS 20 or guidance on contributions for not-for-profit entities in ASC 958-605). For transactions within scope, the new standard requires the disclosure of information about the nature of the transaction, including significant terms and conditions, as well as the amounts and specific financial statement line items affected by the transaction. The new guidance is effective for annual reporting periods beginning after December 15, 2021 . The adoption of this pronouncement did no t have a material impact on its consolidated financial statements or disclosures. Recent Accounting Pronouncements Not Yet Adopted The following are new accounting pronouncements that the Company is evaluating for future impacts on its financial statements: Financial Instruments—Credit Losses: In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which amends the principles around the recognition of credit losses by mandating entities incorporate an estimate of current expected credit losses when determining the value of certain assets. The guidance also amends reporting around allowances for credit losses on available-for-sale marketable securities. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates, which established that a one-time determination of the effective date for ASU 2016-13 would be based on the Company’s SEC reporting status as of November 15, 2019. The Company was a “smaller reporting company” as defined by Item 10 of Regulation S-K, and therefore, ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is evaluating the impact of the guidance on its consolidated financial statements. All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities to Fair Value Measurements on Recurring Basis | Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements by major security type as of March 31, 2022 and December 31, 2021 are presented in the following tables (in thousands): Fair Value Measurements at March 31, 2022 Total Level 1 Level 2 Level 3 Money market funds $ 32,361 $ 32,361 $ — $ — Certificates of Deposit 8,227 — 8,227 — Repurchase Agreements 5,000 — 5,000 — Corporate notes 26,418 — 26,418 — Government and agency notes 6,689 — 6,689 — Municipal notes 1,706 — 1,706 — Commercial Paper 2,895 — 2,895 — Total $ 83,296 $ 32,361 $ 50,935 $ — Fair Value Measurements at December 31, 2021 Total Level 1 Level 2 Level 3 Money market funds $ 15,954 $ 15,954 $ — $ — Certificates of Deposit 11,503 — 11,503 — Repurchase Agreements 13,500 — 13,500 — Corporate notes 38,397 — 38,397 — Government and agency notes 5,178 — 5,178 — Municipal notes 1,933 — 1,933 — Total $ 86,465 $ 15,954 $ 70,511 $ — |
Summary of Available-for-Sale Securities | he following table summarizes the available-for-sale securities (in thousands): Fair Value Measurements at March 31, 2022 Amortized Unrealized Unrealized Fair Value Money market funds $ 32,361 $ — $ — $ 32,361 Certificates of Deposit 8,305 1 ( 79 ) 8,227 Repurchase Agreements 5,000 — — 5,000 Corporate notes 26,673 2 ( 257 ) 26,418 Government and agency notes 6,756 — ( 67 ) 6,689 Municipal notes 1,716 — ( 10 ) 1,706 Commercial Paper 2,897 — ( 2 ) 2,895 Total cash equivalents and investments $ 83,708 $ 3 $ ( 415 ) $ 83,296 Classified as: Cash equivalents (maturities within 90 days) $ 40,161 Short-term investments (maturities within one year) 23,960 Long-term investments (maturities beyond 1 year) 19,175 Total cash equivalents and investments $ 83,296 Fair Value Measurements at December 31, 2021 Amortized Unrealized Unrealized Fair Value Money market funds $ 15,954 $ — $ — $ 15,954 Certificates of Deposit 11,511 12 ( 20 ) 11,503 Repurchase Agreements 13,500 — — 13,500 Corporate notes 38,470 6 ( 79 ) 38,397 Government and agency notes 5,195 — ( 17 ) 5,178 Municipal notes 1,934 — ( 1 ) 1,933 Total cash equivalents and investments $ 86,564 $ 18 $ ( 117 ) $ 86,465 Classified as: Cash equivalents (maturities within 90 days) $ 29,454 Short-term investments (maturities within one year) 37,078 Long-term investments (maturities beyond 1 year) 19,933 Total cash equivalents and investments $ 86,465 |
Cash, Cash Equivalents and In_2
Cash, Cash Equivalents and Investments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Values of Cash, Cash Equivalents, and Short-Term Investments Measured at Fair Value on Recurring Basis | The following tables categorize the fair values of cash, cash equivalents, short-term investments and long-term investments measured at fair value on a recurring basis on our balance sheets (in thousands): March 31, 2022 December 31, 2021 Cash and cash equivalents: Cash $ 27,403 $ 40,270 Money market funds 32,361 15,954 Repurchase agreements 5,000 13,500 Corporate notes 902 — Commercial Paper 1,898 — Total cash and cash equivalents $ 67,564 $ 69,724 Short-term investments: Certificates of deposit $ 2,981 $ 6,928 Municipal notes 1,172 1,283 Corporate notes 17,707 25,675 Government and agency notes 1,103 3,192 Commercial Paper 997 — Total short-term investments $ 23,960 $ 37,078 Long-term investments Corporate notes $ 7,809 $ 12,722 Certificates of deposit 5,246 4,575 Municipal notes 534 650 Government and agency notes 5,586 1,986 Total long-term investments $ 19,175 $ 19,933 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Balance Sheet Components [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, 2022 2021 Prepaid expenses $ 352 $ 333 Prepaid insurance 385 1,144 Prepaid research and development expenses 2,047 1,899 Australia research and development refundable tax credit 1,558 1,128 Other current assets 487 367 Total prepaid expenses and other current assets $ 4,829 $ 4,871 Cortexyme Australia, Pty, Ltd is eligible to obtain a cash refund from the Australian Taxation Office for eligible R&D expenditures under the Australian R&D Tax Incentive Program (the “Australian Tax Incentive”). The Australian Tax Incentive is recognized as a reduction to R&D expense when there is reasonable assurance that the relevant expenditure has been incurred, the amount can be reliably measured and the Australian Tax Incentive will be received. The Company recognized reductions to R&D expense of $ 1.1 million for the year ended December 31, 2021 and an additional $ 0.4 million for the three months ended March 31, 2022 . |
Schedule of Property and Equipment, Net | Property and equipment, net consist of the following (in thousands): March 31 December 31 2022 2021 Computer equipment $ 52 $ 53 Lab equipment 528 528 Finance lease right of use assets 557 557 Leasehold improvement 63 58 Office furniture 26 26 Less: accumulated amortization and depreciation ( 996 ) ( 959 ) Property and equipment, net $ 230 $ 263 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): March 31, December 31, 2022 2021 Personnel expenses $ 1,213 $ 820 Severance expense 261 — Professional fees 600 462 Research and development expenses 3,485 7,108 Current portion of operating lease liabilities 299 741 Other 121 180 Total accrued expenses and other current liabilities $ 5,979 $ 9,311 In response to the reprioritization of the Company's pipeline following the clinical hold on atuzaginstat (COR388) IND application, on February 2, 2022, the Board of Directors of the Company (the “Board”) approved a cost reduction program to rationalize operations and allow continued support for the needs of the business. Under the cost reduction program, t h e C o m p a n y i s reduc ing headcount by approximately 53 % through a reduction in workforce. A majority of this reduction in force took place by March 31, 2022, and is expected that the remainder will be completed by July 2022. To be eligible for the severance payments, employees must remain with the company through their communicated severance date. The Company is recognizing the severance and related expenses over the requisite employment obligation period. The total amount expected to be incurred as of the quarter ended March 31, 2022 , in connection with the one-time termination benefits from the cost reduction program, is approximately $ 1.9 million. The total severance cost incurred for three months ended March 31, 2022 is $ 1.7 million, $ 0.9 million of which was recorded in research and development expense and $ 0.8 million was recorded in general and administrative expense within the Condensed Consolidated Statements of Operations and Comprehensive Loss. There were no severance costs for the three months ended March 31, 2021. March 31, 2022 Beginning accrued severance $ - Incurred during the period 1,687 Severance paid during the period ( 1,426 ) Ending accrued severance $ 261 |
Summary of Accrued Severance | March 31, 2022 Beginning accrued severance $ - Incurred during the period 1,687 Severance paid during the period ( 1,426 ) Ending accrued severance $ 261 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases as follows (in thousands except lease terms and discount rates): March 31, 2022 December 31, 2021 Operating lease right of use asset, net $ 343 $ 1,165 Short-term operating lease liability 299 741 Long-term operating lease liability 40 420 $ 339 $ 1,161 Weighted average remaining lease term Operating leases 0.8 years 1.6 years Weighted average discount rate Operating leases 2.34 % 1.87 % Year ended December 31, Operating Lease 2022 (excluding the three months ended March 31, 2022) 272 2023 70 Total lease payments 342 Less: imputed interest ( 3 ) Total remaining lease liability 339 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Restricted Stock Options | The following table summarizes activity under the Company’s RSUs from the 2019 Plan and related information: RSUs Outstanding Number of Shares Weighted Average Grant Date Fair Value Unvested - December 31, 2021 — — RSUs granted 1,013,500 4.30 RSUs vested — — RSUs cancelled — — Unvested - March 31, 2022 1,013,500 $ 4.30 |
Summary of Employee and Non-Employee Stock-Based Compensation Expense | The following table summarizes employee and non-employee stock-based compensation expense for the three months ended March 31, 2022 and 2021 and the allocation within the condensed consolidated statements of operations and comprehensive loss (in thousands): March 31, 2022 2021 General and administrative expense $ 4,431 $ 3,478 Research and development expense 4,809 3,513 Total stock-based compensation $ 9,240 $ 6,991 |
Service Based Stock Options | |
Summary of Stock Options Activity | Activity for service-based stock options under the 2019 Plan is as follows: Number of Weighted Weighted Aggregate (In thousands) Balance at December 31, 2021 5,571,293 $ 28.70 8.26 $ 15,687 Options granted 1,087,058 13.22 Options exercised ( 23,389 ) 0.58 Options cancelled / forfeited ( 411,564 ) 36.68 Balance at March 31, 2022 6,223,398 $ 25.58 8.16 $ 5,225 Options vested and expected to vest as of March 31, 2022 6,223,398 25.58 8.16 5,225 Options exercisable as of March 31, 2022 2,557,002 $ 20.81 7.01 $ 4,513 |
Performance Stock Options | |
Summary of Stock Options Activity | The following table summarizes activity under the Company’s PSOs from the 2019 Plan and related information: Shares Subject to Outstanding PSOs Weighted Weighted average remaining contractual life (years) Outstanding balance at December 31, 2021 675,000 $ 29.60 8.94 Surrendered ( 400,000 ) $ 29.60 — Vested — — — Outstanding balance at March 31, 2022 275,000 $ 29.60 8.70 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Outstanding Potentially Dilutive Ordinary Shares Excluded from Calculation of Diluted Net Loss Per Share | The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share for the period presented due to their anti-dilutive effect: March 31, 2022 2021 Stock options issued and outstanding 6,223,398 4,856,521 Performance stock options 275,000 675,000 Restricted stock units 1,013,500 — Total 7,511,898 5,531,521 |
Organization - Additional Infor
Organization - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Entity incorporation date | 2012-06 | ||
Proceeds from issuance of common stock | $ 608 | $ 0 | |
Accumulated deficit | 258,240 | $ 236,599 | |
Cash, cash equivalents, and short-term investments | 91,500 | ||
Long term investments | $ 19,175 | $ 19,933 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Accounting Standards Update201803 Member | |
Summary Of Significant Accounting Policies [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Dec. 15, 2021 |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Money Market Funds | |
Summary Of Significant Accounting Policies [Line Items] | |
Unrealized gains or loss | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | $ 83,296 | $ 86,465 |
Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 2,895 | |
Money Market Funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 32,361 | 15,954 |
Certificates of Deposit | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 8,227 | 11,503 |
Repurchase Agreements | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 5,000 | 13,500 |
Corporate Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 26,418 | 38,397 |
Government and Agency Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 6,689 | 5,178 |
Municipal Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 1,706 | 1,933 |
Level 1 | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 32,361 | 15,954 |
Level 1 | Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 0 | |
Level 1 | Money Market Funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 32,361 | 15,954 |
Level 1 | Certificates of Deposit | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 0 | 0 |
Level 1 | Repurchase Agreements | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 0 | 0 |
Level 1 | Corporate Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 0 | 0 |
Level 1 | Government and Agency Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 0 | 0 |
Level 1 | Municipal Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 0 | 0 |
Level 2 | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 50,935 | 70,511 |
Level 2 | Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 2,895 | |
Level 2 | Money Market Funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 0 | 0 |
Level 2 | Certificates of Deposit | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 8,227 | 11,503 |
Level 2 | Repurchase Agreements | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 5,000 | 13,500 |
Level 2 | Corporate Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 26,418 | 38,397 |
Level 2 | Government and Agency Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 6,689 | 5,178 |
Level 2 | Municipal Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 1,706 | 1,933 |
Level 3 | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 0 | 0 |
Level 3 | Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 0 | |
Level 3 | Money Market Funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 0 | 0 |
Level 3 | Certificates of Deposit | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 0 | 0 |
Level 3 | Repurchase Agreements | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 0 | 0 |
Level 3 | Corporate Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 0 | 0 |
Level 3 | Government and Agency Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 0 | 0 |
Level 3 | Municipal Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Available-for-Sale Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule Of Available For Sale Securities [Line Items] | ||||
Amortized Cost | $ 83,708 | $ 86,564 | ||
Unrealized Gains | 3 | 18 | ||
Unrealized Losses | (415) | (117) | ||
Financial assets and liabilities | 83,296 | 86,465 | ||
Cash equivalents (maturities within 90 days) | 40,161 | 29,454 | ||
Cash and cash equivalents | 67,564 | 69,724 | $ 85,315 | $ 66,841 |
Short-term investments (maturities within one year) | 23,960 | 37,078 | ||
Long-term investments (maturities beyond 1 year) | 19,175 | 19,933 | ||
Total cash equivalents and investments | 83,296 | 86,465 | ||
Commercial Paper | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Amortized Cost | 2,897 | |||
Unrealized Gains | 0 | |||
Unrealized Losses | (2) | |||
Financial assets and liabilities | 2,895 | |||
Money Market Funds | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Amortized Cost | 32,361 | 15,954 | ||
Unrealized Gains | 0 | 0 | ||
Unrealized Losses | 0 | 0 | ||
Financial assets and liabilities | 32,361 | 15,954 | ||
Certificates of Deposit | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Amortized Cost | 8,305 | 11,511 | ||
Unrealized Gains | 1 | 12 | ||
Unrealized Losses | (79) | (20) | ||
Financial assets and liabilities | 8,227 | 11,503 | ||
Repurchase Agreements | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Amortized Cost | 5,000 | 13,500 | ||
Unrealized Gains | 0 | 0 | ||
Unrealized Losses | 0 | 0 | ||
Financial assets and liabilities | 5,000 | 13,500 | ||
Corporate Notes | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Amortized Cost | 26,673 | 38,470 | ||
Unrealized Gains | 2 | 6 | ||
Unrealized Losses | (257) | (79) | ||
Financial assets and liabilities | 26,418 | 38,397 | ||
Government and Agency Notes | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Amortized Cost | 6,756 | 5,195 | ||
Unrealized Gains | 0 | 0 | ||
Unrealized Losses | (67) | (17) | ||
Financial assets and liabilities | 6,689 | 5,178 | ||
Municipal Notes | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Amortized Cost | 1,716 | 1,934 | ||
Unrealized Gains | 0 | 0 | ||
Unrealized Losses | (10) | (1) | ||
Financial assets and liabilities | $ 1,706 | $ 1,933 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Available-for-sale securities loss position for more than 120 days | $ 0 | |
Other-than-temporary impairments on available-for-sale securities | 0 | |
Realized gains or losses recognized on the sale or maturity of available-for-sale securities | 0 | |
Fair value assets level 1 to level 2 | 0 | $ 0 |
Fair value assets level 2 to level 1 | 0 | 0 |
Fair value assets transfers into level 3 | 0 | 0 |
Fair value assets transfers out of level 3 | $ 0 | $ 0 |
Cash, Cash Equivalents and In_3
Cash, Cash Equivalents and Investments - Summary of Fair Values of Cash, Cash Equivalents, and Short-Term Investments Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Total cash and cash equivalents | $ 67,564 | $ 69,724 | $ 85,315 | $ 66,841 |
Total cash and cash equivalents | 67,564 | 69,724 | ||
Short term investments | 23,960 | 37,078 | ||
Long term investments | 19,175 | 19,933 | ||
Fair Value on Recurring | Cash | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Total cash and cash equivalents | 27,403 | 40,270 | ||
Fair Value on Recurring | Money Market Funds | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Total cash and cash equivalents | 32,361 | 15,954 | ||
Fair Value on Recurring | Repurchase Agreements | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Total cash and cash equivalents | 5,000 | 13,500 | ||
Fair Value on Recurring | Corporate Notes | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Total cash and cash equivalents | 902 | 0 | ||
Short term investments | 17,707 | 25,675 | ||
Long term investments | 7,809 | 12,722 | ||
Fair Value on Recurring | Commercial Paper | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Total cash and cash equivalents | 1,898 | 0 | ||
Short term investments | 997 | 0 | ||
Fair Value on Recurring | Certificates of Deposit | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Short term investments | 2,981 | 6,928 | ||
Long term investments | 5,246 | 4,575 | ||
Fair Value on Recurring | Municipal Notes | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Short term investments | 1,172 | 1,283 | ||
Long term investments | 534 | 650 | ||
Fair Value on Recurring | Government and Agency Notes | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Short term investments | 1,103 | 3,192 | ||
Long term investments | $ 5,586 | $ 1,986 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses | $ 352 | $ 333 |
Prepaid insurance | 385 | 1,144 |
Prepaid research and development expenses | 2,047 | 1,899 |
Australia research and development refundable tax credit | 1,558 | 1,128 |
Other current assets | 487 | 367 |
Total prepaid expenses and other current assets | $ 4,829 | $ 4,871 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Less: accumulated amortization and depreciation | $ (996) | $ (959) |
Property and equipment, net | 230 | 263 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 52 | 53 |
Lab Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 528 | 528 |
Finance Lease Right of Use Assets | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 557 | 557 |
Leasehold Improvement | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 63 | 58 |
Office Furniture | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 26 | $ 26 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Accrued Liabilities, Current [Abstract] | |||
Personnel expenses | $ 1,213 | $ 820 | |
Severance expense | 261 | $ 0 | 0 |
Professional fees | 600 | 462 | |
Research and development expenses | 3,485 | 7,108 | |
Current portion of operating lease liabilities | 299 | 741 | |
Other | 121 | 180 | |
Total accrued expenses and other current liabilities | $ 5,979 | $ 9,311 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Accrued Severance - (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Balance Sheet Components [Abstract] | |
Beginning accrued severance | $ 0 |
Incurred during the period | 1,687 |
Severance paid during the period | (1,426) |
Ending accrued severance | $ 261 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Reductions in Research and Development Expense | $ 400 | $ 1,100 | ||
One-time termination benefits | $ 1,900 | 1,900 | ||
Severance expense | $ 261 | $ 0 | $ 0 | |
Percentage Of Reduction In Workforce | 53.00% | |||
Research and Development Expense | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance expense | $ 1,700 | $ 900 | ||
General and Administrative Expense | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance expense | $ 800 |
Leases - Additional Information
Leases - Additional Information (Details) | May 31, 2020USD ($) | May 31, 2019USD ($) | Jun. 30, 2018USD ($)ft²shares | Jul. 31, 2021USD ($) | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | May 31, 2021USD ($) | May 13, 2019USD ($) |
Lessee Lease Description [Line Items] | ||||||||
Renewal options | false | |||||||
Operating lease payments | $ 0 | $ 0 | $ 1,300,000 | |||||
Operating lease renewal | 1 year | |||||||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 640,000,000 | |||||||
Repurchase option percentage | 100.00% | |||||||
Operating leases period | 3 years | |||||||
Operating lease payments paid for additional space | $ 63,000 | |||||||
Operating lease termination month and year | 2021-07 | 2021-07 | ||||||
Operating lease liability | 339,000 | $ 1,161,000 | $ 0 | |||||
Operating lease asset | $ 172,000,000 | $ 44,000,000 | 343,000 | 1,165,000 | $ 1,200,000 | |||
Security deposit paid | 105,000 | |||||||
Operating lease liability | 40,000 | $ 420,000 | ||||||
Future rent expense | $ 329,000 | |||||||
Minimum | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Operating lease remaining term on a straight-line basis | 4 months | |||||||
Maximum | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Operating lease remaining term on a straight-line basis | 16 months | |||||||
San Diego, California | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Lease agreement period | 3 years | |||||||
Operating lease payments | $ 337,000,000 | |||||||
Operating lease asset | 326,000,000 | |||||||
Operating lease liability | 317,000 | |||||||
Rent prepayment | 9,000 | |||||||
San Diego, California | Other Assets | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Security deposit paid | $ 29,000 | |||||||
Series B Redeemable Convertible Preferred Stock | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Lease agreement period | 3 years | |||||||
Renewal options | false | |||||||
Area under lease | ft² | 3,185 | |||||||
Shares issued | shares | 114,437 | |||||||
Convertible preferred stock, fair value | $ 1,100,000 | |||||||
Series B Redeemable Convertible Preferred Stock | IPO | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Conversion of redeemable convertible preferred stock to common stock ratio | 100.00% |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | May 31, 2021 | May 31, 2020 | May 13, 2019 |
Leases [Abstract] | ||||||
Operating lease right-of-use assets, net | $ 343 | $ 1,165 | $ 44,000 | $ 1,200 | $ 172,000 | |
Short-term operating lease liability | $ 299 | $ 741 | ||||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities, Current | Accrued Liabilities, Current | ||||
Long-term operating lease liabilities | $ 40 | $ 420 | ||||
Operating lease liability | $ 339 | $ 1,161 | $ 0 | |||
Weighted average remaining lease term | ||||||
Operating leases | 9 months 18 days | 1 year 7 months 6 days | ||||
Weighted average discount rate | ||||||
Operating leases | 2.34% | 1.87% | ||||
Operating Lease, Liability, Payment, Due [Abstract] | ||||||
2022 (excluding the three months ended March 31, 2022) | $ 272 | |||||
2023 | 70 | |||||
Total lease payments | 342 | |||||
Less: imputed interest | (3) | |||||
Operating lease liability | $ 339 | $ 1,161 | $ 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Remaining expense | $ 3,600,000 | ||
Life to date expense | $ 1,600,000 | ||
Stock-based compensation expense related to options granted | 9,240,000 | $ 6,991,000 | |
Income tax benefits recognized | 0 | ||
Unamortized employee stock-based compensation | $ 57,100,000 | ||
Unamortized employee stock-based compensation expected to recognized over remaining estimated vesting period | 2 years 9 months 3 days | ||
Restricted stock units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Surrendered | 0 | ||
Stock-based compensation expense related to options granted | $ 172,000,000 | 0 | |
Unamortized employee stock-based compensation | 4,200,000 | ||
Total fair value of shares vested | 0 | ||
Aggregate intrinsic value | $ 0 | ||
Unamortized employee stock-based compensation expected to recognized over remaining estimated vesting period | 1 year 11 months 1 day | ||
Restricted stock units | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based awards vesting period | 2 years | ||
Performance Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Surrendered | (400,000) | ||
Stock-based compensation expense related to options granted | $ 2,044,000,000 | 914,000 | |
Unamortized employee stock-based compensation | 0 | ||
Employees And Non Employees | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense related to options granted | $ 7,024,000 | $ 6,077,000 | |
2019 Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Maximum aggregate number of shares that may be issued under the plan | 8,591,030 | ||
Increase in number of shares available for issuance as proportion of shares of common stock | 2,146,354 | ||
Percentage of common stock outstanding | 4.00% | ||
Common stock reserved for issuance | 52,908 | ||
2019 Plan | Performance Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Surrendered | (400,000) | ||
2019 ESPP | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Increase in number of shares available for issuance as proportion of shares of common stock | 536,589 | ||
Percentage of common stock outstanding | 1.00% | ||
Common stock reserved for issuance | 1,133,165 | ||
Maximum period for common stock shares reserved for future issuance | 10 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Activity for Service-based Stock Options (Details) - 2019 Plan - Service Based Stock Options - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options and Unvested Shares, beginning balance | 5,571,293 | |
Number of Options and Unvested Shares, granted | 1,087,058 | |
Number of Options and Unvested Shares, exercised | (23,389) | |
Number of Options and Unvested Shares, cancelled / forfeited | (411,564) | |
Number of Options and Unvested Shares, ending balance | 6,223,398 | 5,571,293 |
Number of Options and Unvested Shares, vested and expected to vest | 6,223,398 | |
Number of Options and Unvested Shares, exercisable | 2,557,002 | |
Weighted Average Exercise Price, beginning balance | $ 28.70 | |
Weighted Average Exercise Price, vested | 13.22 | |
Weighted Average Exercise Price, exercised | 0.58 | |
Weighted Average Exercise Price, exercised, cancelled / forfeited | 36.68 | |
Weighted Average Exercise Price, ending balance | 25.58 | $ 28.70 |
Weighted Average Exercise Price, vested and expected to vest | 25.58 | |
Weighted Average Exercise Price, exercisable | $ 20.81 | |
Weighted average remaining contractual life | 8 years 1 month 28 days | 8 years 3 months 3 days |
Weighted average remaining contractual life, vested and expected to vest | 8 years 1 month 28 days | |
Weighted average remaining contractual life, exercisable | 7 years 3 days | |
Aggregate intrinsic value | $ 5,225 | $ 15,687 |
Aggregate intrinsic value, vested and expected to vest | 5,225 | |
Aggregate intrinsic value, exercisable | $ 4,513 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Activity Under Performance Stock Options (Details) - Performance Stock Options - $ / shares | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Feb. 28, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Surrendered | (400,000) | ||
2019 Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares Subject to Outstanding PSOs, Beginning Balance | 675,000 | ||
Shares Subject to Outstanding PSOs, Ending Balance | 275,000 | 675,000 | |
Number of Shares, Surrendered | (400,000) | ||
Surrendered | $ 29.60 | ||
Weighted Average Exercise Price, Beginning Balance | 29.60 | ||
Weighted Average Exercise Price, Ending Balance | $ 29.60 | ||
Weighted Average Exercise Price, Outstanding | $ 29.60 | ||
Weighted average remaining contractual life | 8 years 8 months 12 days | 8 years 11 months 8 days |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Activity Under Restricted Stock Units (Details) - Restricted stock units | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding, Number of Shares, Unvested, Beginning Balance | 0 |
Weighted-Average Grant Date Fair Value, granted | $ / shares | $ 4.30 |
Number of Shares, granted | 1,013,500 |
Number of Shares, vested | 0 |
Weighted-Average Grant Date Fair Value, vested | $ / shares | $ 0 |
Number of Shares, Surrendered | 0 |
Weighted-Average Grant Date Fair Value, cancelled | $ / shares | $ 0 |
Outstanding, Number of Shares, Unvested, Ending Balance | 1,013,500 |
Outstanding, Weighted-Average Grant Date Fair Value, Unvested, Ending Balance | $ / shares | $ 4.30 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Employee and Non-Employee Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | $ 9,240 | $ 6,991 |
General and Administrative Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | 4,431 | 3,478 |
Research and Development Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | $ 4,809 | $ 3,513 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Jan. 28, 2023shares | Feb. 01, 2022USD ($)shares | Apr. 30, 2022USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($)Agreement | Dec. 31, 2021USD ($) |
Related Party Transaction [Line Items] | ||||||
Severance Costs | $ | $ 261,000 | $ 0 | $ 0 | |||
Subsequent Event | ||||||
Related Party Transaction [Line Items] | ||||||
Severance Costs | $ | $ 700,000 | |||||
Casey C. Lynch | ||||||
Related Party Transaction [Line Items] | ||||||
Options unvested, would have vested | 26,294 | |||||
Severance Costs | $ | $ 604,000,000 | |||||
Casey C. Lynch | Subsequent Event | ||||||
Related Party Transaction [Line Items] | ||||||
Options unvested, would have vested | 26,294 | |||||
Vested options | 574,206 | |||||
Stephen S. Dominy | ||||||
Related Party Transaction [Line Items] | ||||||
Options unvested, would have vested | 9,230 | |||||
Severance Costs | $ | $ 326,250,000 | |||||
Stephen S. Dominy | Subsequent Event | ||||||
Related Party Transaction [Line Items] | ||||||
Options unvested, would have vested | 9,230 | |||||
Vested options | 315,659 | |||||
LifeSci Advisors, LLC | Non-capital Advisory Consulting Services | ||||||
Related Party Transaction [Line Items] | ||||||
Number of agreement | Agreement | 1 | |||||
Related party expenses | $ | $ 73,000 | $ 48,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Income Tax Disclosure [Abstract] | |
Provision for income taxes | $ 0 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Outstanding Potentially Dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of earnings per share, amount | 7,511,898 | 5,531,521 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of earnings per share, amount | 1,013,500 | 0 |
Stock Options Issued and Outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of earnings per share, amount | 6,223,398 | 4,856,521 |
Performance Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of earnings per share, amount | 275,000 | 675,000 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) - USD ($) $ in Thousands | Jan. 28, 2023 | Feb. 01, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | May 07, 2022 |
Subsequent Event [Line Items] | |||||||
Common stock, shares issued | 30,149,570 | 30,074,412 | |||||
Severance Costs | $ 261 | $ 0 | $ 0 | ||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock reserved for issuance | 4,000,000 | ||||||
Severance Costs | $ 700 | ||||||
Casey C. Lynch [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Options unvested, would have vested | 26,294 | ||||||
Severance Costs | $ 604,000 | ||||||
Casey C. Lynch [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Options unvested, would have vested | 26,294 | ||||||
Stephen S. Dominy [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Options unvested, would have vested | 9,230 | ||||||
Severance Costs | $ 326,250 | ||||||
Stephen S. Dominy [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Options unvested, would have vested | 9,230 | ||||||
Novosteo Member | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, shares issued | 6,000,000 | ||||||
Percentage of company securities on a fully diluted basis | 19.99% |