Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | QNCX | |
Entity Registrant Name | Quince Therapeutics, Inc. | |
Entity Central Index Key | 0001662774 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 36,130,306 | |
Entity File Number | 001-38890 | |
Entity Tax Identification Number | 90-1024039 | |
Entity Address, Address Line One | 601 Gateway Boulevard, Suite 1250. | |
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 $0.001 per share | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 31,809,000 | $ 69,724,000 |
Short term investments | 62,534,000 | 37,078,000 |
Prepaid expenses and other current assets | 3,933,000 | 4,871,000 |
Total current assets | 98,276,000 | 111,673,000 |
Property and equipment, net | 375,000 | 263,000 |
Operating lease right-of-use assets, net | 208,000 | 1,165,000 |
Long term investments | 5,001,000 | 19,933,000 |
Intangible asset | 5,900,000 | 0 |
Other assets | 17,000 | 194,000 |
Total assets | 109,777,000 | 133,228,000 |
Current liabilities: | ||
Accounts payable | 1,181,000 | 4,911,000 |
Accrued expenses and other current liabilities | 3,764,000 | 9,311,000 |
Total current liabilities | 4,945,000 | 14,222,000 |
Long-term financing lease liabilities | 19,000 | 0 |
Long-term operating lease liabilities | 34,000 | 420,000 |
Deferred tax liabilities | 248,000 | 0 |
Total liabilities | 5,246,000 | 14,642,000 |
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 10,000,000 authorized, no shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.001 par value, 100,000,000 shares authorized, 36,130,306 and 30,074,412 issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 36,000 | 30,000 |
Additional paid in capital | 387,473,000 | 355,234,000 |
Accumulated other comprehensive loss | (253,000) | (79,000) |
Accumulated deficit | (282,725,000) | (236,599,000) |
Total stockholders’ equity | 104,531,000 | 118,586,000 |
Total liabilities and stockholders’ equity | $ 109,777,000 | $ 133,228,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Sep. 30, 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 | 36,130,306 | 30,074,412 |
Common stock, shares outstanding | 36,130,306 | 30,074,412 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating expenses: | ||||
Research and development | $ 2,451 | $ 14,038 | $ 22,410 | $ 45,582 |
General and administrative | 4,344 | 7,639 | 22,461 | 21,192 |
Goodwill impairment charge | 825 | 0 | 825 | 0 |
Total operating expenses | 7,620 | 21,677 | 45,696 | 66,774 |
Loss from operations | (7,620) | (21,677) | (45,696) | (66,774) |
Interest income | 315 | 128 | 532 | 515 |
Other expense, net | (616) | (157) | (1,246) | (287) |
Net loss before income tax benefit | (7,921) | (21,706) | (46,410) | (66,546) |
Income tax benefit | 0 | 0 | 284 | 0 |
Net loss | (7,921) | (21,706) | (46,126) | (66,546) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 343 | 18 | 481 | 18 |
Unrealized gain (loss) on available for sales securities | (130) | (64) | (655) | (260) |
Total comprehensive loss | $ (7,708) | $ (21,752) | $ (46,300) | $ (66,788) |
Net loss per share - basic | $ (0.22) | $ (0.73) | $ (1.41) | $ (2.25) |
Net loss per share - diluted | $ (0.22) | $ (0.73) | $ (1.41) | $ (2.25) |
Weighted average shares of common stock outstanding - basic | 35,612,749 | 29,767,376 | 32,758,132 | 29,637,328 |
Weighted average shares of common stock outstanding - diluted | 35,612,749 | 29,767,376 | 32,758,132 | 29,637,328 |
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 | 5,818 | $ 1 | 5,817 | ||
Exercise of stock options, shares | 324,041 | ||||
Stock based compensation | 21,360 | 21,360 | |||
Foreign currency translation adjustment | 18 | 18 | |||
Other comprehensive loss | (260) | (260) | |||
Net loss | (66,546) | (66,546) | |||
Ending balance at Sep. 30, 2021 | 132,652 | $ 30 | 345,751 | 71 | (213,200) |
Ending balance, shares at Sep. 30, 2021 | 29,867,263 | ||||
Beginning balance at Jun. 30, 2021 | 142,080 | $ 30 | 333,427 | 117 | (191,494) |
Beginning balance, shares at Jun. 30, 2021 | 29,655,786 | ||||
Exercise of stock options | 4,706 | 4,706 | |||
Exercise of stock options, shares | 211,477 | ||||
Stock based compensation | 7,618 | 7,618 | |||
Foreign currency translation adjustment | 18 | 18 | |||
Other comprehensive loss | (64) | (64) | |||
Net loss | (21,706) | (21,706) | |||
Ending balance at Sep. 30, 2021 | 132,652 | $ 30 | 345,751 | 71 | (213,200) |
Ending balance, shares at Sep. 30, 2021 | 29,867,263 | ||||
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 | ||||
Issuance of common stock on exercise of stock options and vesting of restricted stock units | 148 | 148 | |||
Issuance of common stock on exercise of stock options and vesting of restricted stock units, shares | 484,125 | ||||
Stock based compensation | 14,986 | 14,986 | |||
Value of share Issued in connection with acquisition of Novosteo | 16,503 | $ 6 | 16,497 | ||
Share issuance in connection with acquisition of Novosteo Inc. | 5,520,000 | ||||
Foreign currency translation adjustment | 481 | 481 | |||
Other comprehensive loss | (655) | (655) | |||
Net loss | (46,126) | (46,126) | |||
Ending balance at Sep. 30, 2022 | 104,531 | $ 36 | 387,473 | (253) | (282,725) |
Ending balance, shares at Sep. 30, 2022 | 36,130,306 | ||||
Beginning balance at Jun. 30, 2022 | 111,532 | $ 36 | 386,766 | (466) | (274,804) |
Beginning balance, shares at Jun. 30, 2022 | 35,977,688 | ||||
Issuance of common stock on exercise of stock options and vesting of restricted stock units | 13 | 13 | |||
Issuance of common stock on exercise of stock options and vesting of restricted stock units, shares | 152,618 | ||||
Stock based compensation | 694 | 694 | |||
Foreign currency translation adjustment | 343 | 343 | |||
Other comprehensive loss | (130) | (130) | |||
Net loss | (7,921) | (7,921) | |||
Ending balance at Sep. 30, 2022 | $ 104,531 | $ 36 | $ 387,473 | $ (253) | $ (282,725) |
Ending balance, shares at Sep. 30, 2022 | 36,130,306 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Private Placement | |
Stock issuance costs | $ 19 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net Loss | $ (46,126) | $ (66,546) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash rent expense | 0 | 199 |
Stock based compensation | 14,986 | 21,360 |
Depreciation and amortization | 162 | 260 |
Impairment loss on operating lease | 136 | 0 |
Loss on disposal of fixed assets | 77 | 0 |
Non-cash goodwill impairment charge | 825 | 0 |
Amortization of premium on available for sale investments | 83 | 679 |
Change in deferred tax liabilities due to acquisition of Novosteo, Inc. | (284) | 0 |
Change in deferred tax liabilities due to acquisition of Novosteo, Inc. | ||
Prepaid expenses and other current assets | 2,396 | (973) |
Other assets | 175 | (154) |
Accounts payable | (5,329) | (675) |
Accrued expenses and other current liabilities | (5,304) | (2,664) |
Net cash used in operating activities | (38,203) | (48,514) |
Cash flow from investing activities: | ||
Purchase of investments | (66,767) | (35,778) |
Proceeds from maturities of investments | 55,495 | 73,947 |
Cash acquired from Novosteo, Inc. | 10,593 | 0 |
Proceeds from disposal of assets | 70 | 0 |
Purchase of property and equipment | (55) | (136) |
Net cash provided by / (used in) investing activities | (664) | 38,033 |
Cash flows from financing activities: | ||
Payments of finance leases | (31) | 0 |
Proceeds from issuance of common stock upon exercise of stock options | 148 | 5,818 |
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 | 725 | 5,818 |
Effect of exchange rate changes on cash | 227 | 29 |
Net decrease in cash and cash equivalents | (37,915) | (4,634) |
Cash and cash equivalents at beginning of period | 69,724 | 66,841 |
Cash and cash equivalents at end of period | 31,809 | 62,207 |
Supplemental disclosures of non-cash information: | ||
Net assets acquired of Novosteo, Inc. in exchange for common stock | 16,503 | 0 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 256 | 1,254 |
Right-of-use asset and operating lease liability reduction as a result of lease modification | $ (640) | $ 0 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1. Organization Description of Business Effective August 1, 2022, Cortexyme Inc. changed its name to Quince Therapeutics, Inc (the "Company"). The Company was incorporated in the State of Delaware in June 2012 and is headquartered in South San Francisco, California. In April 2021, the Company established a wholly owned subsidiary in Australia, Cortexyme Australia, Pty Ltd. The Company is a preclinical stage biopharmaceutical company advancing innovative precision therapeutics for debilitating and rare diseases. In May 2022, the Company completed the acquisition of Novosteo, Inc. ("Novosteo"), a Delaware corporation, a privately held biotech focused on targeted therapeutics to treat rare skeletal diseases, bone fractures and injury. In addition to the skeletal disease candidate, 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 prevent 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. Novosteo, Inc. Acquisition On May 9, 2022, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Novosteo, Quince Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, Quince Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Company, Novosteo, and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the securityholders’ representative. The transaction closed on May 19, 2022. Pursuant to the terms of the Merger Agreement, at the closing of the Acquisition ("Acquisition"), each share of capital stock of Novosteo that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive 0.0911 shares of common stock, par value $ 0.001 per share, of the Company. The Company issued 5,520,000 shares and assumed 507,108 outstanding Novosteo options after conversion with the awards, retaining the same vesting and other terms and conditions as in effect immediately prior to consummation of the Acquisition. Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, Merger Sub I merged with and into Novosteo (the “First Merger”), with Novosteo as the surviving entity in the First Merger (the “First Step Surviving Corporation”). Immediately following the First Merger, the First Step Surviving Corporation merged with and into Merger Sub II, with Merger Sub II surviving the Acquisition. Merger Sub II was renamed Novosteo, LLC and is a wholly-owned single member limited liability corporation. Novosteo, LLC has a wholly owned subsidiary in Australia, Novosteo Pty Ltd. 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 September 30, 2022, the Company had an accumulated deficit of $ 282.7 million. Since inception through September 30, 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 September 30, 2022, the Company had cash, cash equivalents, and short-term investments of $ 94.3 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 $ 5.0 million. Management expects to incur additional losses in the future to fund the Company's 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 including out-licensing or partnerships, 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 candidates. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 Quince Therapeutics, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. 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 8 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 September 30, 2022, the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2022 and 2021, the condensed consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2022 and 2021, the condensed consolidated statements of cash flows for the nine months ended September 30, 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 and nine months ended September 30, 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 candidates 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). This clinical hold may reduce the Company's ability to out-license this product candidate to third parties which could have a materially adverse impact on the Company. Use of Estimates T he 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, determination of the fair value of identifiable assets and liabilities in connection with the acquisition of Novosteo, Inc., including associated intangible assets and goodwill, 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 two of the Company’s wholly-owned subsidiaries 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 nine months ended September 30, 2022 , as compared to the significant accounting policies described in our Annual Report on Form 10-K other than as noted below: Business Combinations The Company accounts for business combinations using the acquisition method pursuant to the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 805. This method requires, among other things, that results of operations of acquired companies are included in the Company's financial results beginning on the respective acquisition dates, and that identifiable assets acquired and liabilities assumed are recognized at fair value as of the acquisition date. Intangible assets acquired in a business combination are recorded at fair value using one of three valuation approaches, the income approach, the market approach or the cost approach. The Company reviewed the three valuation approaches and determined the income approach was the most appropriate model to approximate fair value for the Acquisition. The income approach model requires assumptions about the timing and amount of future net cash flows, the cost of capital and terminal values from the perspective of a market participant. Any excess of the fair value of consideration transferred (the “Purchase Price”) over the fair values of the net assets acquired is recognized as goodwill. The fair value of identifiable assets acquired and liabilities assumed in certain cases may be subject to revision based on the final determination of fair value during a period of time not to exceed 12 months from the acquisition date. Legal costs, due diligence costs, business valuation costs and all other acquisition-related costs are expensed when incurred. Intangible Assets Intangible assets with a definite useful life are amortized on a straight-line basis over the estimated useful life of the related assets. Intangible assets with an indefinite useful life are not amortized. Intangible assets acquired in a business combination or an acquisition that are used in research and development activities (regardless of whether they have an alternative future use) shall be considered indefinite lived until the completion or abandonment of the associated research and development efforts. Intangible assets acquired in a business combination are initially recorded at fair value. During the period that those assets are considered indefinite lived, they shall not be amortized but shall be tested for impairment. Once the research and development efforts are completed or abandoned, the entity shall determine the useful life of the assets. An intangible asset shall be tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the intangible asset is less than its carrying amount, If that is the case, the Company performs a quantitative impairment test, and, if the carrying amount of the Company exceeds its fair value, then the Company will recognize an impairment charge for the amount by which its carrying amount exceeds its fair value, not to exceed the carrying amount of the intangible asset. Qualitative factors to be considered include but are not limited to: • Cost factors such as increases in raw materials, labor, or other costs that have a negative effect on future expected earnings and cash flows • Legal/regulatory factors or progress and results of clinical trials • Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation that could affect significant inputs used to determine the fair value of the indefinite-lived intangible asset • Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment • Macroeconomic conditions such as deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets that could affect significant inputs used to determine the fair value of the indefinite-lived intangible asset Goodwill Goodwill represents the excess of the purchase price over the fair value of the net assets acquired as of the acquisition date. Goodwill has an indefinite useful life and is not amortized. The Company reviews its goodwill for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of the Company may exceed its fair value. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the Company is less than its carrying amount, including goodwill. If that is the case, the Company performs a quantitative impairment test, and, if the carrying amount of the Company exceeds its fair value, then the Company will recognize an impairment charge for the amount by which its carrying amount exceeds its fair value, not to exceed the carrying amount of the goodwill. The Company recognized a $ 0.8 million impairment charge for the three and nine months ended September 30, 2022 . 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 in the first quarter of 2022 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 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2022 and December 31, 2021 are presented in the following tables (in thousands): Fair Value Measurements at September 30, 2022 Total Level 1 Level 2 Level 3 Money market funds $ 15,012 $ 15,012 $ — $ — Certificates of Deposit 5,748 — 5,748 — Repurchase Agreements 5,000 — 5,000 — Corporate notes 16,009 — 16,009 — Government and agency notes 46,836 — 46,836 — Municipal notes 506 — 506 — Total $ 89,111 $ 15,012 $ 74,099 $ — 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 $ — The following table summarizes the available-for-sale securities (in thousands): Fair Value Measurements at September 30, 2022 Amortized Unrealized Unrealized Fair Value Money market funds $ 15,012 $ — $ — $ 15,012 Certificates of Deposit 5,919 — ( 171 ) 5,748 Repurchase Agreements 5,000 — — 5,000 Corporate notes 16,285 — ( 276 ) 16,009 Government and agency notes 47,133 1 ( 298 ) 46,836 Municipal notes 515 — ( 9 ) 506 Total cash equivalents and investments $ 89,864 $ 1 $ ( 754 ) $ 89,111 Classified as: Cash equivalents (maturities within 90 days) $ 21,576 Short-term investments (maturities within one year) 62,534 Long-term investments (maturities beyond 1 year) 5,001 Total cash equivalents and investments $ 89,111 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 September 30, 2022, the remaining contractual maturities of available-for-sale securities was approximately 6 months. There have been no significant realized gains or losses on available-for-sale securities for the periods 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 September 30, 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 September 30, 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 September 30, 2022 and December 31, 2021 , the balance in the Company’s accumulated other comprehensive income was comprised primarily of 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 and nine months ended September 30, 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 | 9 Months Ended |
Sep. 30, 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): September 30, 2022 December 31, 2021 Cash and cash equivalents: Cash $ 10,233 $ 40,270 Money market funds 15,012 15,954 Repurchase agreements 5,000 13,500 Corporate notes 1,564 — Total cash and cash equivalents $ 31,809 $ 69,724 Short-term investments: Certificates of deposit $ 4,319 $ 6,928 Municipal notes 506 1,283 Corporate notes 14,445 25,675 Government and agency notes 43,264 3,192 Total short-term investments $ 62,534 $ 37,078 Long-term investments Corporate notes $ — $ 12,722 Certificates of deposit 1,429 4,575 Municipal notes — 650 Government and agency notes 3,572 1,986 Total long-term investments $ 5,001 $ 19,933 |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 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): September 30, December 31, 2022 2021 Prepaid expenses $ 270 $ 333 Prepaid insurance 1,356 1,144 Prepaid research and development expenses 929 1,899 Australia research and development refundable tax credit 1,042 1,128 Other current assets 336 367 Total prepaid expenses and other current assets $ 3,933 $ 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 $ 0.1 million and $ 0.5 million for the three and nine months ended September 30, 2022 and $ 0 reductions to R&D expense for the three and nine months ended September 30, 2021. Novosteo Pty, Ltd is eligible to obtain a cash refund from the Australian Taxation Office for eligible R&D expenditures under the Australian Tax Incentive as well. The Company is eligible to receive a refundable tax credit of $ 0.6 million for the nine months ended September 30, 2022. Property and Equipment, Net Property and equipment, net consist of the following (in thousands): September 30, December 31, 2022 2021 Computer equipment $ 18 $ 53 Lab equipment 392 528 Finance lease right of use assets 124 557 Leasehold improvement — 58 Office furniture — 26 Less: accumulated amortization and depreciation ( 159 ) ( 959 ) Property and equipment, net $ 375 $ 263 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): September 30, December 31, 2022 2021 Personnel expenses $ 804 $ 820 Professional fees 278 462 Director and Officer insurance 1,386 — Research and development expenses 800 7,108 Current portion of operating lease liabilities 292 741 Current portion of finance lease liability 75 — Other 129 180 Total accrued expenses and other current liabilities $ 3,764 $ 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 approved a cost reduction program to reorganize operations and allow continued support for the needs of the business. Under the cost reduction program, the Company lowered headcount through a reduction in workforce. The reduction in force was completed in July 2022. To be eligible for the severance payments, employees had to remain with the Company through their communicated severance date. The Company recognized the severance and related expenses over the requisite employment obligation period. For the Nine Months 2022 Beginning accrued severance $ — Incurred during the period 3,942 Severance paid during the period ( 3,942 ) Ending accrued severance $ — |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Note 6. Leases Real Estate Operating Leases In June 20 1 8, 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 provided 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 was set to terminate in July 2021 . No other payments were due under the lease agreement and no renewal option is available. As the entire lease was prepaid, there was 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 paid rent monthly for the additional space and the lease agreement was set to terminate 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 was approximately $ 1.3 million. In March 2022, in 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 re-measured and corresponding Right of use ("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 September 30, 2022 condensed consolidated balance sheets. In May 2020, the Company entered into a lease agreement to rent space in San Diego, California. The lease agreement is for three years , which commenced August 1, 2020. Total payments under the lease will be $ 337,000 . In June 2022 the Company determined the San Diego facility was no longer required and intends to sublease the facility, if possible. As a result of this decision, the Company recorded an impairment loss of approximately $ 38,000 and $ 136,000 for the three and nine months ended September 30, 2022, respectively, as it was determined that a sublease was improbable. The Company paid a security deposit of $ 29,000 which is included in Prepaid Expenses and Other Current Assets on the September 30, 2022 condensed consolidated balance sheets. In June 2022, the Company entered into a Sublease Agreement to rent office space in South San Francisco, California. The Sublease agreement commenced on June 18, 2022 and ends on November 30, 2023. The total payments under the term of the lease are expected to be approximately $ 271,000 . The Company paid a security deposit of $ 17,000 which is included in Other Assets on the September 30, 2022 condensed consolidated balance sheets. At the commencement of the lease, the Company recorded an operating lease right of use asset and liability of $ 256,000 . The Company recognizes lease expense on a straight-line basis over the term of its operating lease. As of September 30, 2022, total future rent expense from all real estate operating leases of $ 218,000 will be recognized over the remaining term of 14 months on a straight-line basis over the respective lease period. Clinical Equipment Financing Lease As part of the Acquisition the Company acquired a financing lease for lab equipment. The Company recognizes the depreciation expense in research and development expenses in the condensed consolidated statements of operations and comprehensive loss and recognizes expense on a straight-line basis starting when the equipment is placed into service until the end of the remaining contract term of 18 months. Amortization expense of the financing lease right of use asset for the nine months ended September 30, 2022 was $ 31,000 . Supplemental balance sheet information related to leases as follows (in thousands except lease terms and discount rates): September 30, 2022 December 31, 2021 Operating lease right of use asset, net $ 208 $ 1,165 Short-term operating lease liability 292 741 Long-term operating lease liability 34 420 $ 326 $ 1,161 Finance lease right of use asset 124 557 Finance lease accumulated amortization ( 31 ) ( 557 ) Total finance lease right of use asset, net $ 93 $ — Weighted average remaining lease term Operating leases 1.1 years 1.6 years Finance leases 1.3 years — Weighted average discount rate Operating leases 5.14 % 1.87 % Finance leases 4.45 % — % Year ended December 31, Operating Lease Operating Lease 2022 (excluding the nine months ended September 30, 2022) $ 80 $ 757 2023 256 422 Total lease payments 336 1,179 Less: imputed interest ( 10 ) ( 18 ) Total remaining lease liability $ 326 $ 1,161 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 7. Stock-Based Compensation The Company operates three stock plans as of September 30, 2022. • 2019 Equity Incentive Plan (Quince) • 2019 Equity Incentive Plan (Novosteo) • 2022 Inducement Plan (Quince) 2019 Equity Incentive Plan (Quince) On December 4, 2014, the Company’s stockholders approved the 2014 Stock Plan (“2014 Plan”), and on April 25, 2019 amended, restated and re-named the 2014 Plan as the 2019 Equity Incentive Plan (the “Quince 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 Quince 2019 Plan. The Quince 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. As of September 30, 2022, the maximum aggregate number of shares that remain available for issuance under the Quince 2019 Plan is 8,591,030 shares of the Company’s common stock. In addition, the number of shares available for issuance under the Quince 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 Quince 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 Quince 2019 Plan as required by applicable law or listing requirements. Unless sooner terminated by the Board, the Quince 2019 Plan will automatically terminate on April 23, 2029. As of September 30, 2022, the Company had 2,777,330 shares available for future issuance under the 2019 Plan. Stock Options Activity for service-based stock options under the Quince 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 2,014,058 8.26 Options exercised ( 102,152 ) 1.45 286 Options cancelled / forfeited ( 3,329,572 ) 30.46 Balance at September 30, 2022 4,153,627 $ 18.06 5.65 $ 238 Options vested and expected to vest as of September 30, 2022 4,153,627 18.06 5.65 238 Options exercisable as of September 30, 2022 2,498,842 $ 20.81 3.31 $ 238 For the three and nine months ended September 30, 2022, the Company recognized stock-based compensation expense of $ 38,000 and $ 10,501,000 , 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 condensed consolidated statement of operations and comprehensive loss for stock-based compensation arrangements. As of September 30, 2022, total unamortized employee stock-based compensation was $ 7.1 million, which is expected to be recognized over the remaining estimated vesting period of 2.47 years. Performance Stock Options (“PSOs”) The following table summarizes activity under the Company’s PSOs from the Quince 2019 Plan and related information: Shares Subject to Outstanding PSOs Weighted Weighted average remaining contractual life (years) Balance at December 31, 2021 675,000 $ 29.60 5.74 Surrendered ( 675,000 ) $ 29.60 — Vested — — — Balance at September 30, 2022 — — — 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 and nine months ended September 30, 2022 , the Company recognized stock-based compensation expense of $ 0 and $ 2,044,000 , respectively, related to these PSOs. As of September 30, 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 Quince 2019 Plan and related information: Restricted Stock Units Outstanding Number of Shares Weighted Average Grant Date Fair Value Unvested - December 31, 2021 — — RSUs granted 1,013,500 $ 4.30 RSUs vested ( 381,973 ) $ 4.30 RSUs cancelled ( 458,414 ) $ 4.30 Unvested - September 30, 2022 173,113 $ 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 nine months ended September 30, 2022 was $ 1.6 million. The aggregate intrinsic value of the shares of the RSUs vested during the nine months ended September 30, 2022 was $ 1.1 million. For the three and nine months ended September 30, 2022, the Company recognized stock-based compensation expense of $ ( 87,000 ) and $ 1,310,000 respectively, related to these RSUs. As of September 30, 2022, total unamortized stock-based compensation related to RSUs was $ 0.2 million, which is expected to be recognized over the remaining estimated vesting period of 1.42 years. 2019 Equity Incentive Plan (Novosteo) On May 19, 2022, in accordance with the term of the Merger Agreement, the Company assumed the 2019 Novosteo, Inc Equity Incentive Plan (the "2019 Novosteo Plan"). The 2019 Novosteo 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 Novosteo legacy employees. On the closing date, each outstanding Novosteo stock option granted under Novosteo’s equity compensation plans was converted into a corresponding stock option with the number of shares underlying such option and the applicable exercise price adjusted based and adjusted into the right to purchase 0.0911 shares of common stock. Each such converted stock option will continue to be subject to substantially the same terms and conditions as applied to the corresponding Novosteo stock option prior to the Acquisition. The maximum aggregate number of shares that may be issued under the 2019 Novosteo Plan is 544,985 shares of the Company’s common stock. The 2019 Novosteo 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 Novosteo Plan as required by applicable law or listing requirements. Unless sooner terminated by the Board, the 2019 Novosteo Plan will automatically terminate on May 20, 2029. As of September 30, 2022, the Company had 41,880 shares available for future issuance under the 2019 Novosteo Plan. Activity for service-based stock options under the 2019 Novosteo Plan is as follows: Number of Weighted Weighted Aggregate (In thousands) Balance at December 31, 2021 — — — — Options granted 507,648 0.55 — — Options exercised — — — — Options cancelled / forfeited ( 4,543 ) 0.55 — — Balance at September 30, 2022 503,105 $ 0.55 9.48 $ 392 Options vested and expected to vest as of September 30, 2022 503,105 0.55 9.48 392 Options exercisable as of September 30, 2022 — — — — For the three and nine months ended September 30, 2022, the Company recognized stock-based compensation expense of $ 79,000 and $ 165,000 , respectively, related to options granted to employees and non-employees for the 2019 Novosteo plan. 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 condensed consolidated statement of operations and comprehensive loss for stock-based compensation arrangements. As of September 30, 2022, total unamortized employee stock-based compensation was $ 1.1 million, which is expected to be recognized over the remaining estimated vesting period of 3.48 years. On May 19, 2022, in accordance with the term of the Merger Agreement, the Company assumed a number of restricted stock awards ("RSAs") agreements with certain employees. Each outstanding Novosteo RSA was converted into a corresponding RSA with the number of shares underlying such RSA adjusted into 0.0911 shares of common stock. Each such converted RSA will continue to be subject to substantially the same terms and conditions as applied to the corresponding Novosteo RSA prior to the Acquisition. Restricted Stock Awards (“RSAs”) Restricted Stock Awards Outstanding Number of Shares Weighted Average Grant Date Fair Value Unvested - December 31, 2021 — — RSAs granted 519,216 $ 3.30 RSAs vested ( 52,466 ) $ 3.30 RSAs cancelled — $ — Unvested - September 30, 2022 466,750 $ 3.30 For the three and nine months ended September 30, 2022, the Company recognized stock-based compensation expense of $ 131,000 and $ 207,000 , respectively, related to restricted stock awards. 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 condensed consolidated statement of operations and comprehensive loss for stock-based compensation arrangements. As of September 30, 2022, total unamortized employee stock-based compensation was $ 1.5 million, which is expected to be recognized over the remaining estimated vesting period of 2.98 years. 2022 Inducement Plan On May 9, 2022, the Company's stockholders approved 4,000,000 shares of the Registrant’s common stock that may be offered or issued under the Quince Therapeutics, Inc. 2022 Inducement Plan. The 2022 Inducement Plan was adopted by the independent members of the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. In accordance with rule awards under those plans may only be made to an employee who has not previously been an employee or member of the Board or of any board of directors of any parent or subsidiary of the Company, or following a bona fide period of non-employment by the Company or a parent or subsidiary, if he or she is granted such award in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary. The terms and conditions of the 2022 Inducement Plan are substantially similar to those of the Quince 2019 Plan. As of September 30, 2022, the Company had 257,745 shares available for future issuance under the 2022 Inducement Plan. Activity for service-based stock options under the 2022 Inducement Plan is as follows: Number of Weighted Weighted Aggregate (In thousands) Balance at December 31, 2021 — — — — Options granted 3,744,255 2.98 — — Options exercised — — — — Options cancelled / forfeited ( 2,000 ) 2.98 — — Balance at September 30, 2022 3,742,255 $ 2.98 9.65 — Options vested and expected to vest as of September 30, 2022 3,742,255 2.98 9.65 — Options exercisable as of September 30, 2022 — — — — For the three and nine months ended September 30, 2022, the Company recognized stock-based compensation expense of $ 533,000 and $ 759,000 , respectively, related to options granted to employees and non-employees for the 2022 Inducement plan. 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 condensed consolidated statement of operations and comprehensive for stock-based compensation arrangements. As of September 30, 2022, total unamortized employee stock-based compensation was $ 7.7 million, which is expected to be recognized over the remaining estimated vesting period of 3.64 years. Stock-Based Compensation Expense The following table summarizes employee and non-employee stock-based compensation expense for the three and nine months ended September 30, 2022 and 2021 and the allocation within the condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 General and administrative expense $ 1,289 $ 3,770 $ 8,988 $ 10,878 Research and development expense ( 595 ) 3,848 5,998 10,482 Total stock-based compensation $ 694 $ 7,618 $ 14,986 $ 21,360 Employee Stock Purchase Plan On April 24, 2019, the Company’s Board of Directors 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 Company’s Board of Directors. 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 | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8. Related Party Transactions David Lamond, Chairperson of the Board of Quince Therapeutics was a director and an equity holder in Novosteo, Inc. which Quince acquired on May 19, 2022. The shares of Novosteo, Inc. beneficially owned by Mr. Lamond were automatically cancelled and converted into the right to receive shares of Quince common stock in accordance with the terms of the Merger Agreement. The respective boards of directors of Quince and Novosteo have approved the Merger Agreement, and the Novosteo’s stockholders adopted the Merger Agreement upon recommendation of the Novosteo board of directors. Mr. Lamond was not part of either company's special committees that evaluated the Acquisition and recused himself from board meetings where the Acquisition was discussed. Philip Low, Board member of Quince Therapeutics, Inc., is employed as a professor at Purdue University. The Company rents a lab facility and office space from Purdue Research Foundation, a private, nonprofit foundation of Purdue University. Purdue Research Foundation also owns 154,497 shares of Quince Therapeutics, Inc. and has provided the Company an exclusive worldwide license under certain bone fracture repair and oncology therapeutics related patents and technology developed by the Purdue University and owned by Purdue Research Foundation. In addition, we are required to pay Purdue Research Foundation annual license maintenance fees, development milestones (up to $ 4.25 million for each licensed product), royalties on the gross receipts of the licensed products (subject to annual minimums), and a share of certain payments that we may receive from our sublicensees. 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, this resulted in a stock based compensation expense of approximately $ 655,000 . 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, this resulted in a stock based compensation expense of approximately $ 230,000 . Additionally as part of the severance agreement, the Company made a cash severance payment of $ 326,250 to Dr. Dominy. On May 2, 2022, the Company announced that Michael Detke, M.D., Ph.D. stepped down as the Chief Medical Officer of the Company, effective as of May 2, 2022. As part of the severance agreement, the Company made a cash severance payment of $ 354,750 to Dr. Detke. On May 20, 2022, the Company announced that Caryn McDowell stepped down as the Chief Legal and Administrative Officer and Corporate Secretary of the Company, effective as of July 8, 2022. As the effective date of her departure Ms. McDowell held 122,500 RSUs that were unvested and would have vested in March 2024. In connection with Ms. McDowell 's departure, the Board agreed to accelerate the vesting of the remaining 122,500 RSUs, and to extend the exercise period on 152,079 vested options currently held to July 8, 2023, this resulted in a stock based compensation expense of approximately $ 459,000 . Additionally as part of the severance agreement, the Company made a cash severance payment of $ 339,000 to Ms. McDowell. On June 8, 2022, the Company announced that Christopher Lowe stepped down as a member of the Board and the Chief Financial Officer and Chief Operating Officer of the Company, effective as of June 10, 2022. As the effective date of his departure Mr. Lowe held 153,125 RSUs that were unvested and would have vested in March 2024. In connection with Mr. Lowe's departure, the Board agreed to accelerate the vesting of the remaining 153,125 RSUs, and extend the exercise period on 205,896 vested options currently held to June 10, 2023, this resulted in a stock based compensation expense of approximately $ 645,000 . Additionally as part of the severance agreement, the Company made a cash severance payment of $ 354,750 to Mr. Lowe. On July 22, 2022, the Company announced the departure of Leslie Holsinger, Ph.D., the Executive Vice President of Research and Development, effective as of July 31, 2022. As part of the severance agreement, the Company made a cash severance payment of $ 339,000 to Dr. Holsinger. Additionally as part of the severance agreement, the Board agreed to extend the exercise period on 382,000 vested options currently held to July 31, 2023, this resulted in a stock based compensation expense of approximately $ 126,000 . |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9. Income Taxes The income tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate as adjusted for discrete items arising in that quarter. The effective income tax rate was 0.6 % and nil for the three and nine months ended September 30, 2022 , respectively. The effective tax rate differs from the U.S. statutory rate primarily due to the full valuation allowance on the Company’s net deferred tax assets as it is more likely than not that all of the deferred tax assets will be realized. The Company recorded a discrete tax benefit of $ 0.3 million in the nine months ended September 30, 2022 due to the release of valuation allowance in connection with the acquisition of Novosteo. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") into law. On December 21, 2020, President Trump also signed into law the Consolidated Appropriations Act, 2021 ("CAA Act") which includes further COVID-19 economic relief and extension of certain expiring tax provisions. The Company has reviewed the aspects of these laws as it relates to the income taxes and has concluded that at this time, the CARES Act and CAA Act will have no material impact to the Company's 2021 provision for income taxes. The Company will continue to evaluate changes and revisions of the CARES Act and CAA Act and their impact on the Company’s financial position, results of operations and cash flows . On August 16, 2022 the President signed into law H.R. 5376 (commonly called the “Inflation Reduction Act of 2022”). The primary tax provisions in the new law include an alternative minimum tax (AMT) on certain large corporations, a tax on stock buybacks and certain energy-related tax credits each of which become effective after December 31, 2022. The provisions of the Inflation Reduction Act are not expected to have a material effect on the Company’s 2022 tax provision and related disclosures. The Company will continue to evaluate changes and revisions of the Inflation Reduction Act of 2022 and its impact on the Company’s financial position, results of operations and cash flows . |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 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: September 30, 2022 2021 Stock options issued and outstanding 8,398,987 5,017,442 Performance stock options — 675,000 Restricted stock units 173,113 — Restricted stock awards 466,750 — Total 9,038,850 5,692,442 |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combination | Note 11. Business Combination On May 19, 2022, the Company completed the Acquisition. Pursuant to the terms of the Merger Agreement, at the closing of the Acquisition (the “Effective Time”), each share of capital stock of Novosteo (the “Novosteo Capital Stock”) that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive 0.0911 shares of common stock, par value $ 0.001 per share, of the Company (the “Company Common Stock”). These shares included options to purchase an aggregate of 507,108 shares of the Company Common Stock upon conversion of the outstanding Novosteo options based on the Company Option Exchange Ratio (as defined in the Merger Agreement), with the awards retaining the same vesting and other terms and conditions as in effect immediately prior to consummation of the Acquisition. These options, as well as 519,216 unvested restricted shares were concluded to be post-combination expense and were excluded from purchase consideration. The Company has included the financial results of Novosteo in the condensed consolidated financial statements from the date of the Acquisition and recorded immaterial amounts of expenses and earnings since the period from May 19, 2022 through June 30, 2022. The transaction costs associated with the Acquisition were approximately $ 1.1 million and were recorded in general and administrative expense. The acquisition date fair value of the consideration transferred for Novosteo was approximately $ 16,502,587 , which consisted of 5,000,784 shares at $ 3.30 per share. The Company accounted for the Acquisition as a business combination in accordance with ASC Topic 805, Business Combinations ("ASC 805"). The Company applied the acquisition method, which requires the identifiable assets acquired and liabilities assumed be recorded at fair value with limited exceptions. The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed as of the date of acquisition (in thousands): May 19, 2022 Identifiable assets acquired and liabilities assumed: Cash and cash equivalents $ 10,593 Prepaid expenses and other current assets 1,040 ROU asset 124 Property and equipment 279 Intangible assets 5,900 Accounts payable and accrued liabilities ( 1,726 ) Deferred tax liabilities ( 532 ) Net assets acquired $ 15,678 Goodwill $ 825 The final determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The Novosteo, Inc. Acquisition will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the fair values of the net assets acquired as of the acquisition date, primarily involving deferred tax liabilities. The excess of the fair value of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce and expanded market opportunities, for which there is no basis for U.S. income tax purposes. Goodwill amounts are not amortized but are rather tested for impairment at least annually, see Note 12 for this assessment. Goodwill is not deductible for tax purposes. The Intangible asset balance above is attributable to in-process research and development with an indefinite useful life. The amounts of the Company's revenue and net loss included in the acquirer's condensed consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2022 and 2021, and the unaudited pro forma revenue and net loss of the combined entity had the acquisition date been January 1, 2021 are as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Revenue $ — $ 3 $ 262 $ 223 Net loss ( 7,921 ) ( 22,478 ) ( 47,057 ) ( 71,046 ) The 2022 supplemental pro forma earnings were adjusted to exclude $ 2.2 million of acquisition-related costs incurred in 2022, the 2021 pro forma earnings were adjusted to include these charges. The Company’s condensed consolidated income statements for the three and nine months ended September 30, 2022 include immaterial net revenue and net loss attributable to the Acquisition. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 12. Intangible Assets The intangible asset acquired as a result of the Acquisition consists of in-process research and development ("IPRD") related to NOV004, the Company's bone targeting molecule designed to accelerate fracture repair. The value of the IPRD was determined using discounted probable future cash flows. Significant assumptions used in determining the value of the intellectual property include the timing and costs of clinical trials and NDA approval with respect to NOV004, probability of reaching various phases of development, costs and cost of goods sold, and the risk adjusted discount rate applied to the cash flows. All intangible assets acquired in a business combination that are used in research and development activities are capitalized as indefinite-lived intangible assets. During the period that those assets are considered indefinite lived, they are not amortized but are tested for impairment. Once the research and development efforts are completed, the asset will be amortized over its remaining useful life. If the research and development efforts are abandoned, the intangible asset will be expensed in that period. The following table provides details of the carrying amount of our indefinite-lived intangible asset (in thousands): As of September 30, 2022 Unamortized intangible assets: In-process research and development $ 5,900 Goodwill The excess of the fair value of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The following table sets forth the change in the carrying amount of goodwill for the Company as of and for the three months ended September 30, 2022: June 30, 2022 $ 825 Impairment charge ( 825 ) September 30, 2022 — As of September 30, 2022, management performed an impairment evaluation of goodwill after assessing qualitative factors that indicated a possible impairment of goodwill. Under the qualitative assessment, management considers relevant events and circumstances including but not limited to macroeconomic conditions, industry and market considerations, overall Company performance and events directly affecting the Company. It was noted during our assessment that the Company's market capitalization was significantly below its carrying value and a further quantitative analysis was conducted to determine to the extent, if any, the Company's carrying value exceeded its fair value as of September 30, 2022. The quantitative analysis used fair value based on market capitalization adjusted for control premium based on market comparable transactions. This quantitative analysis resulted in the Company's fair value being significantly below its carrying value, resulting in a non-cash goodwill impairment charge of $ 0.8 million being recorded during the three months ended September 30, 2022 . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation The accompanying condensed consolidated financial statements include the accounts of Quince Therapeutics, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. |
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 8 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 September 30, 2022, the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2022 and 2021, the condensed consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2022 and 2021, the condensed consolidated statements of cash flows for the nine months ended September 30, 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 and nine months ended September 30, 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 candidates 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). This clinical hold may reduce the Company's ability to out-license this product candidate to third parties which could have a materially adverse impact on the Company. |
Use of Estimates | Use of Estimates T he 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, determination of the fair value of identifiable assets and liabilities in connection with the acquisition of Novosteo, Inc., including associated intangible assets and goodwill, 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 two of the Company’s wholly-owned subsidiaries 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 nine months ended September 30, 2022 , as compared to the significant accounting policies described in our Annual Report on Form 10-K other than as noted below: |
Business Combinations | Business Combinations The Company accounts for business combinations using the acquisition method pursuant to the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 805. This method requires, among other things, that results of operations of acquired companies are included in the Company's financial results beginning on the respective acquisition dates, and that identifiable assets acquired and liabilities assumed are recognized at fair value as of the acquisition date. Intangible assets acquired in a business combination are recorded at fair value using one of three valuation approaches, the income approach, the market approach or the cost approach. The Company reviewed the three valuation approaches and determined the income approach was the most appropriate model to approximate fair value for the Acquisition. The income approach model requires assumptions about the timing and amount of future net cash flows, the cost of capital and terminal values from the perspective of a market participant. Any excess of the fair value of consideration transferred (the “Purchase Price”) over the fair values of the net assets acquired is recognized as goodwill. The fair value of identifiable assets acquired and liabilities assumed in certain cases may be subject to revision based on the final determination of fair value during a period of time not to exceed 12 months from the acquisition date. Legal costs, due diligence costs, business valuation costs and all other acquisition-related costs are expensed when incurred. |
Intangible Assets | Intangible Assets Intangible assets with a definite useful life are amortized on a straight-line basis over the estimated useful life of the related assets. Intangible assets with an indefinite useful life are not amortized. Intangible assets acquired in a business combination or an acquisition that are used in research and development activities (regardless of whether they have an alternative future use) shall be considered indefinite lived until the completion or abandonment of the associated research and development efforts. Intangible assets acquired in a business combination are initially recorded at fair value. During the period that those assets are considered indefinite lived, they shall not be amortized but shall be tested for impairment. Once the research and development efforts are completed or abandoned, the entity shall determine the useful life of the assets. An intangible asset shall be tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the intangible asset is less than its carrying amount, If that is the case, the Company performs a quantitative impairment test, and, if the carrying amount of the Company exceeds its fair value, then the Company will recognize an impairment charge for the amount by which its carrying amount exceeds its fair value, not to exceed the carrying amount of the intangible asset. Qualitative factors to be considered include but are not limited to: • Cost factors such as increases in raw materials, labor, or other costs that have a negative effect on future expected earnings and cash flows • Legal/regulatory factors or progress and results of clinical trials • Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation that could affect significant inputs used to determine the fair value of the indefinite-lived intangible asset • Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment • Macroeconomic conditions such as deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets that could affect significant inputs used to determine the fair value of the indefinite-lived intangible asset |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the net assets acquired as of the acquisition date. Goodwill has an indefinite useful life and is not amortized. The Company reviews its goodwill for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of the Company may exceed its fair value. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the Company is less than its carrying amount, including goodwill. If that is the case, the Company performs a quantitative impairment test, and, if the carrying amount of the Company exceeds its fair value, then the Company will recognize an impairment charge for the amount by which its carrying amount exceeds its fair value, not to exceed the carrying amount of the goodwill. The Company recognized a $ 0.8 million impairment charge for the three and nine months ended September 30, 2022 . |
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. |
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 in the first quarter of 2022 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 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) | 9 Months Ended |
Sep. 30, 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 September 30, 2022 and December 31, 2021 are presented in the following tables (in thousands): Fair Value Measurements at September 30, 2022 Total Level 1 Level 2 Level 3 Money market funds $ 15,012 $ 15,012 $ — $ — Certificates of Deposit 5,748 — 5,748 — Repurchase Agreements 5,000 — 5,000 — Corporate notes 16,009 — 16,009 — Government and agency notes 46,836 — 46,836 — Municipal notes 506 — 506 — Total $ 89,111 $ 15,012 $ 74,099 $ — 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 | The following table summarizes the available-for-sale securities (in thousands): Fair Value Measurements at September 30, 2022 Amortized Unrealized Unrealized Fair Value Money market funds $ 15,012 $ — $ — $ 15,012 Certificates of Deposit 5,919 — ( 171 ) 5,748 Repurchase Agreements 5,000 — — 5,000 Corporate notes 16,285 — ( 276 ) 16,009 Government and agency notes 47,133 1 ( 298 ) 46,836 Municipal notes 515 — ( 9 ) 506 Total cash equivalents and investments $ 89,864 $ 1 $ ( 754 ) $ 89,111 Classified as: Cash equivalents (maturities within 90 days) $ 21,576 Short-term investments (maturities within one year) 62,534 Long-term investments (maturities beyond 1 year) 5,001 Total cash equivalents and investments $ 89,111 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) | 9 Months Ended |
Sep. 30, 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): September 30, 2022 December 31, 2021 Cash and cash equivalents: Cash $ 10,233 $ 40,270 Money market funds 15,012 15,954 Repurchase agreements 5,000 13,500 Corporate notes 1,564 — Total cash and cash equivalents $ 31,809 $ 69,724 Short-term investments: Certificates of deposit $ 4,319 $ 6,928 Municipal notes 506 1,283 Corporate notes 14,445 25,675 Government and agency notes 43,264 3,192 Total short-term investments $ 62,534 $ 37,078 Long-term investments Corporate notes $ — $ 12,722 Certificates of deposit 1,429 4,575 Municipal notes — 650 Government and agency notes 3,572 1,986 Total long-term investments $ 5,001 $ 19,933 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 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): September 30, December 31, 2022 2021 Prepaid expenses $ 270 $ 333 Prepaid insurance 1,356 1,144 Prepaid research and development expenses 929 1,899 Australia research and development refundable tax credit 1,042 1,128 Other current assets 336 367 Total prepaid expenses and other current assets $ 3,933 $ 4,871 |
Schedule of Property and Equipment, Net | Property and equipment, net consist of the following (in thousands): September 30, December 31, 2022 2021 Computer equipment $ 18 $ 53 Lab equipment 392 528 Finance lease right of use assets 124 557 Leasehold improvement — 58 Office furniture — 26 Less: accumulated amortization and depreciation ( 159 ) ( 959 ) Property and equipment, net $ 375 $ 263 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): September 30, December 31, 2022 2021 Personnel expenses $ 804 $ 820 Professional fees 278 462 Director and Officer insurance 1,386 — Research and development expenses 800 7,108 Current portion of operating lease liabilities 292 741 Current portion of finance lease liability 75 — Other 129 180 Total accrued expenses and other current liabilities $ 3,764 $ 9,311 |
Summary of Accrued Severance and Related Expenses | The Company recognized the severance and related expenses over the requisite employment obligation period. For the Nine Months 2022 Beginning accrued severance $ — Incurred during the period 3,942 Severance paid during the period ( 3,942 ) Ending accrued severance $ — |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 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): September 30, 2022 December 31, 2021 Operating lease right of use asset, net $ 208 $ 1,165 Short-term operating lease liability 292 741 Long-term operating lease liability 34 420 $ 326 $ 1,161 Finance lease right of use asset 124 557 Finance lease accumulated amortization ( 31 ) ( 557 ) Total finance lease right of use asset, net $ 93 $ — Weighted average remaining lease term Operating leases 1.1 years 1.6 years Finance leases 1.3 years — Weighted average discount rate Operating leases 5.14 % 1.87 % Finance leases 4.45 % — % Year ended December 31, Operating Lease Operating Lease 2022 (excluding the nine months ended September 30, 2022) $ 80 $ 757 2023 256 422 Total lease payments 336 1,179 Less: imputed interest ( 10 ) ( 18 ) Total remaining lease liability $ 326 $ 1,161 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 and nine months ended September 30, 2022 and 2021 and the allocation within the condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 General and administrative expense $ 1,289 $ 3,770 $ 8,988 $ 10,878 Research and development expense ( 595 ) 3,848 5,998 10,482 Total stock-based compensation $ 694 $ 7,618 $ 14,986 $ 21,360 |
Service Based Stock Options | |
Summary of Stock Options Activity | Activity for service-based stock options under the Quince 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 2,014,058 8.26 Options exercised ( 102,152 ) 1.45 286 Options cancelled / forfeited ( 3,329,572 ) 30.46 Balance at September 30, 2022 4,153,627 $ 18.06 5.65 $ 238 Options vested and expected to vest as of September 30, 2022 4,153,627 18.06 5.65 238 Options exercisable as of September 30, 2022 2,498,842 $ 20.81 3.31 $ 238 |
Service Based Stock Options | Novosteo | |
Summary of Stock Options Activity | Activity for service-based stock options under the 2019 Novosteo Plan is as follows: Number of Weighted Weighted Aggregate (In thousands) Balance at December 31, 2021 — — — — Options granted 507,648 0.55 — — Options exercised — — — — Options cancelled / forfeited ( 4,543 ) 0.55 — — Balance at September 30, 2022 503,105 $ 0.55 9.48 $ 392 Options vested and expected to vest as of September 30, 2022 503,105 0.55 9.48 392 Options exercisable as of September 30, 2022 — — — — |
Service Based Stock Options | 2022 Inducement Plan | |
Summary of Stock Options Activity | Activity for service-based stock options under the 2022 Inducement Plan is as follows: Number of Weighted Weighted Aggregate (In thousands) Balance at December 31, 2021 — — — — Options granted 3,744,255 2.98 — — Options exercised — — — — Options cancelled / forfeited ( 2,000 ) 2.98 — — Balance at September 30, 2022 3,742,255 $ 2.98 9.65 — Options vested and expected to vest as of September 30, 2022 3,742,255 2.98 9.65 — Options exercisable as of September 30, 2022 — — — — |
Performance Stock Options | |
Summary of Stock Options Activity | The following table summarizes activity under the Company’s PSOs from the Quince 2019 Plan and related information: Shares Subject to Outstanding PSOs Weighted Weighted average remaining contractual life (years) Balance at December 31, 2021 675,000 $ 29.60 5.74 Surrendered ( 675,000 ) $ 29.60 — Vested — — — Balance at September 30, 2022 — — — |
Restricted Stock Units (RSUs) | |
Summary of Restricted Stock Options | The following table summarizes activity under the Company’s RSUs from the Quince 2019 Plan and related information: Restricted Stock Units Outstanding Number of Shares Weighted Average Grant Date Fair Value Unvested - December 31, 2021 — — RSUs granted 1,013,500 $ 4.30 RSUs vested ( 381,973 ) $ 4.30 RSUs cancelled ( 458,414 ) $ 4.30 Unvested - September 30, 2022 173,113 $ 4.30 |
Restricted Stock Awards (RSAs) | |
Summary of Restricted Stock Options | Restricted Stock Awards (“RSAs”) Restricted Stock Awards Outstanding Number of Shares Weighted Average Grant Date Fair Value Unvested - December 31, 2021 — — RSAs granted 519,216 $ 3.30 RSAs vested ( 52,466 ) $ 3.30 RSAs cancelled — $ — Unvested - September 30, 2022 466,750 $ 3.30 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 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: September 30, 2022 2021 Stock options issued and outstanding 8,398,987 5,017,442 Performance stock options — 675,000 Restricted stock units 173,113 — Restricted stock awards 466,750 — Total 9,038,850 5,692,442 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Schedule of fair values of assets acquired and liabilities assumed | The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed as of the date of acquisition (in thousands): May 19, 2022 Identifiable assets acquired and liabilities assumed: Cash and cash equivalents $ 10,593 Prepaid expenses and other current assets 1,040 ROU asset 124 Property and equipment 279 Intangible assets 5,900 Accounts payable and accrued liabilities ( 1,726 ) Deferred tax liabilities ( 532 ) Net assets acquired $ 15,678 Goodwill $ 825 |
Schedule of Revenue and Net Loss of the Combined Entity | The amounts of the Company's revenue and net loss included in the acquirer's condensed consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2022 and 2021, and the unaudited pro forma revenue and net loss of the combined entity had the acquisition date been January 1, 2021 are as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Revenue $ — $ 3 $ 262 $ 223 Net loss ( 7,921 ) ( 22,478 ) ( 47,057 ) ( 71,046 ) |
Intangible Assets - (Tables)
Intangible Assets - (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Amount of Indefinite-Lived Intangible Asset | The following table provides details of the carrying amount of our indefinite-lived intangible asset (in thousands): As of September 30, 2022 Unamortized intangible assets: In-process research and development $ 5,900 |
Schedule carrying amount of goodwill | The following table sets forth the change in the carrying amount of goodwill for the Company as of and for the three months ended September 30, 2022: June 30, 2022 $ 825 Impairment charge ( 825 ) September 30, 2022 — |
Organization - Additional Infor
Organization - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | May 09, 2022 | Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Entity incorporation date | 2012-06 | ||
Accumulated deficit | $ 282,725 | $ 236,599 | |
Cash, cash equivalents, and short-term investments | 94,300 | ||
Long term investments | $ 5,001 | $ 19,933 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares issued | 36,130,306 | 30,074,412 | |
Merger Agreement [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Automatically Cancelled and Converted Common Stock | 0.0911 | ||
Common stock, par value | $ 0.001 | ||
Common stock, shares issued | 5,520,000 | ||
Options outstanding assumed | 507,108 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||
Impairment charges | $ 800,000 | $ 800,000 |
Accounting Standards Update 2018-03 [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Dec. 15, 2021 | Dec. 15, 2021 |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | 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 | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | $ 89,111 | $ 86,465 |
Money market funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 15,012 | 15,954 |
Certificates of deposit | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 5,748 | 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 | 16,009 | 38,397 |
Government and agency notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 46,836 | 5,178 |
Municipal notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 506 | 1,933 |
Level 1 | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 15,012 | 15,954 |
Level 1 | Money market funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 15,012 | 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 | 74,099 | 70,511 |
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 | 5,748 | 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 | 16,009 | 38,397 |
Level 2 | Government and agency notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 46,836 | 5,178 |
Level 2 | Municipal notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 506 | 1,933 |
Level 3 | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 0 | 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 | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 89,864 | $ 86,564 |
Unrealized Gains | 1 | 18 |
Unrealized Losses | (754) | (117) |
Financial assets and liabilities | 89,111 | 86,465 |
Cash equivalents (maturities within 90 days) | 21,576 | 29,454 |
Short-term investments (maturities within one year) | 62,534 | 37,078 |
Long-term investments (maturities beyond 1 year) | 5,001 | 19,933 |
Total cash equivalents and investments | 89,111 | 86,465 |
Money market funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 15,012 | 15,954 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Financial assets and liabilities | 15,012 | 15,954 |
Certificates of deposit | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 5,919 | 11,511 |
Unrealized Gains | 0 | 12 |
Unrealized Losses | (171) | (20) |
Financial assets and liabilities | 5,748 | 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 | 16,285 | 38,470 |
Unrealized Gains | 0 | 6 |
Unrealized Losses | (276) | (79) |
Financial assets and liabilities | 16,009 | 38,397 |
Government and agency notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 47,133 | 5,195 |
Unrealized Gains | 1 | 0 |
Unrealized Losses | (298) | (17) |
Financial assets and liabilities | 46,836 | 5,178 |
Municipal notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 515 | 1,934 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (9) | (1) |
Financial assets and liabilities | $ 506 | $ 1,933 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |||
Available-for-sale securities loss position for more than 120 days | $ 0 | $ 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 | 0 | |
Fair value assets level 1 to level 2 | 0 | 0 | $ 0 |
Fair value assets level 2 to level 1 | 0 | $ 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 | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | $ 31,809 | $ 69,724 |
Short term investments | 62,534 | 37,078 |
Long term investments | 5,001 | 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 | 10,233 | 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 | 15,012 | 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 | Certificates of deposit | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short term investments | 4,319 | 6,928 |
Long term investments | 1,429 | 4,575 |
Fair Value on Recurring | Municipal notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short term investments | 506 | 1,283 |
Long term investments | 0 | 650 |
Fair Value on Recurring | Corporate notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 1,564 | 0 |
Short term investments | 14,445 | 25,675 |
Long term investments | 0 | 12,722 |
Fair Value on Recurring | Government and agency notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short term investments | 43,264 | 3,192 |
Long term investments | $ 3,572 | $ 1,986 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses | $ 270 | $ 333 |
Prepaid insurance | 1,356 | 1,144 |
Prepaid research and development expenses | 929 | 1,899 |
Australia research and development refundable tax credit | 1,042 | 1,128 |
Other current assets | 336 | 367 |
Total prepaid expenses and other current assets | $ 3,933 | $ 4,871 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||||
Reductions in Research and Development Expense | $ 100 | $ 0 | $ 500 | $ 0 | |
Australia research and development refundable tax credit | 1,042 | 1,042 | $ 1,128 | ||
Novosteo | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Australia research and development refundable tax credit | $ 600 | $ 600 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Less: accumulated amortization and depreciation | $ (159) | $ (959) |
Property and equipment, net | 375 | 263 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 18 | 53 |
Lab Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 392 | 528 |
Finance Lease Right of Use Assets | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 124 | 557 |
Leasehold Improvement | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 0 | 58 |
Office Furniture | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 0 | $ 26 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accrued Liabilities, Current [Abstract] | ||
Personnel expenses | $ 804 | $ 820 |
Professional fees | 278 | 462 |
Director and Officer insurance | 1,386 | 0 |
Research and development expenses | 800 | 7,108 |
Current portion of operating lease liabilities | 292 | 741 |
Current portion of finance lease liability | 75 | 0 |
Other | 129 | 180 |
Total accrued expenses and other current liabilities | $ 3,764 | $ 9,311 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Accrued Severance (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Balance Sheet Components [Abstract] | |
Beginning accrued severance | $ 0 |
Incurred during the period | 3,942 |
Severance paid during the period | (3,942) |
Ending accrued severance | $ 0 |
Leases - Additional Information
Leases - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||
May 31, 2020 USD ($) | Mar. 31, 2022 USD ($) | Jul. 31, 2021 USD ($) | May 31, 2020 USD ($) | May 31, 2019 USD ($) | Jun. 30, 2018 USD ($) ft² Investor shares | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 31, 2021 USD ($) | May 13, 2019 | |
Lessee Lease Description [Line Items] | ||||||||||||
Renewal options | false | |||||||||||
Number of investors | Investor | 1 | |||||||||||
Operating lease payments | $ 1,300,000 | $ 0 | $ 0 | |||||||||
Repurchase option percentage | 100% | |||||||||||
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 | $ 172,000 | $ 172,000 | $ 0 | $ 326,000 | $ 326,000 | $ 1,161,000 | ||||||
Operating lease asset | $ 172,000 | $ 44,000 | $ 172,000 | 208,000 | 208,000 | 1,165,000 | $ 1,200,000 | |||||
Security deposit paid | 105,000 | |||||||||||
Operating lease liability | 34,000 | 34,000 | $ 420,000 | |||||||||
Future rent expense | $ 218,000,000 | |||||||||||
Finance lease amortized period on equipment service | 18 months | |||||||||||
Amortization expense of the financing lease right of use asset | $ 31,000 | |||||||||||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 640,000,000 | |||||||||||
Operating lease renewal | 1 year | |||||||||||
Impairment charges | 800,000 | $ 800,000 | ||||||||||
Maximum | ||||||||||||
Lessee Lease Description [Line Items] | ||||||||||||
Operating lease remaining term on a straight-line basis | 14 months | |||||||||||
San Diego, California | ||||||||||||
Lessee Lease Description [Line Items] | ||||||||||||
Lease agreement period | 3 years | 3 years | ||||||||||
Operating lease payments | $ 337,000 | |||||||||||
Impairment charges | $ 38,000 | $ 136,000 | ||||||||||
San Diego, California | Prepaid Expenses and Other Current Assets | ||||||||||||
Lessee Lease Description [Line Items] | ||||||||||||
Security deposit paid | $ 29,000 | |||||||||||
South San Francisco, California | ||||||||||||
Lessee Lease Description [Line Items] | ||||||||||||
Operating lease payments | $ 271,000,000 | |||||||||||
Operating lease liability | 256,000 | |||||||||||
Operating lease asset | 256,000 | |||||||||||
Security deposit paid | $ 17,000,000 | |||||||||||
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% |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | May 31, 2021 | May 31, 2020 | May 31, 2019 |
Leases [Abstract] | ||||||
Operating lease right-of-use assets, net | $ 208,000 | $ 1,165,000 | $ 44,000 | $ 1,200,000 | $ 172,000 | |
Short-term operating lease liability | $ 292,000 | $ 741,000 | ||||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities, Current | Accrued Liabilities, Current | ||||
Long-term operating lease liabilities | $ 34,000 | $ 420,000 | ||||
Operating lease liability | 326,000 | 1,161,000 | 172,000 | $ 0 | ||
Finance lease right of use asset | $ 124,000 | $ 557,000 | ||||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net | Property, Plant and Equipment, Net | ||||
Finance lease accumulated amortization | $ (31,000) | $ (557,000) | ||||
Total finance lease right of use asset, net | $ 93,000 | |||||
Weighted average remaining lease term | ||||||
Operating leases | 1 year 1 month 6 days | 1 year 7 months 6 days | ||||
Finance leases | 1 year 3 months 18 days | |||||
Weighted average discount rate | ||||||
Operating leases | 5.14% | 1.87% | ||||
Finance leases | 4.45% | |||||
Operating Lease, Liability, Payment, Due [Abstract] | ||||||
2022 (excluding the nine months ended September 30, 2022) | $ 80,000 | $ 757,000 | ||||
2023 | 256,000 | 422,000 | ||||
Total lease payments | 336,000 | 1,179,000 | ||||
Less: imputed interest | (10,000) | (18,000) | ||||
Operating lease liability | $ 326,000 | $ 1,161,000 | $ 172,000 | $ 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Feb. 28, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | May 19, 2022 | May 09, 2022 | Dec. 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 | $ 694,000 | $ 7,618,000 | $ 14,986,000 | $ 21,360,000 | |||||
Income tax benefits recognized | 0 | ||||||||
Unamortized employee stock-based compensation | 7,100 | $ 7,100 | |||||||
Unamortized employee stock-based compensation expected to recognized over remaining estimated vesting period | 2 years 5 months 19 days | ||||||||
Novosteo | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Unamortized employee stock-based compensation | 1,100,000 | $ 1,100,000 | |||||||
Unamortized employee stock-based compensation expected to recognized over remaining estimated vesting period | 3 years 5 months 23 days | ||||||||
Number of shares, Cancelled and converted | 0.0911 | ||||||||
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 | 0 | $ 2,044,000 | |||||||
Unamortized employee stock-based compensation | 0 | $ 0 | |||||||
Restricted Stock Units (RSUs) | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of Shares, Surrendered | 458,414 | ||||||||
Stock-based compensation expense related to options granted | 87,000,000 | $ 1,310,000,000 | |||||||
Unamortized employee stock-based compensation | 200,000 | $ 200,000 | |||||||
Unamortized employee stock-based compensation expected to recognized over remaining estimated vesting period | 1 year 5 months 1 day | ||||||||
Total fair value of shares vested | $ 1,600,000 | ||||||||
Aggregate intrinsic value | $ 1,100 | ||||||||
Restricted Stock Units (RSUs) | Maximum | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock based awards vesting period | 2 years | ||||||||
Restricted Stock Awards (RSAs) | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Unamortized employee stock-based compensation | 1,500,000 | $ 1,500,000 | |||||||
Unamortized employee stock-based compensation expected to recognized over remaining estimated vesting period | 2 years 11 months 23 days | ||||||||
Restricted Stock Awards (RSAs) | Novosteo | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock reserved for issuance | 0.0911 | ||||||||
Employees And Non Employees | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense related to options granted | 38,000 | $ 10,501,000 | |||||||
Employees And Non Employees | Novosteo | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense related to options granted | 79,000,000 | 165,000,000 | |||||||
Employees And Non Employees | Restricted Stock Awards (RSAs) | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense related to options granted | $ 131,000,000 | $ 207,000,000 | |||||||
2019 Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Maximum aggregate number of shares available for issuance | 8,591,030 | 8,591,030 | |||||||
Increase in number of shares available for issuance as proportion of shares of common stock | 2,146,354 | 2,146,354 | |||||||
Percentage of common stock outstanding | 4% | ||||||||
Common stock reserved for issuance | 2,777,330 | 2,777,330 | |||||||
2019 Plan | Novosteo | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Maximum aggregate number of shares available for issuance | 544,985 | ||||||||
2019 Plan | Performance Stock Options | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of Shares, Surrendered | 675,000 | ||||||||
Unvested PSOs cancelled | 675,000 | ||||||||
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 | 536,589 | |||||||
Percentage of common stock outstanding | 1% | ||||||||
Common stock reserved for issuance | 1,133,165 | 1,133,165 | |||||||
Maximum period for common stock shares reserved for future issuance | 10 years | ||||||||
2019 ESPP | Novosteo | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock reserved for issuance | 41,880 | 41,880 | |||||||
2022 Inducement Plan | |||||||||
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 | 4,000,000 | ||||||||
Common stock reserved for issuance | 257,745 | 257,745 | |||||||
Unamortized employee stock-based compensation | $ 7,700,000 | $ 7,700,000 | |||||||
Unamortized employee stock-based compensation expected to recognized over remaining estimated vesting period | 3 years 7 months 20 days | ||||||||
2022 Inducement Plan | Employees And Non Employees | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense related to options granted | $ 533,000,000 | $ 759,000,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Activity for Service-based Stock Options (Details) - Service Based Stock Options $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
2019 Plan | ||
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 | 2,014,058 | |
Number of Options and Unvested Shares, exercised | (102,152) | |
Number of Options and Unvested Shares, cancelled / forfeited | (3,329,572) | |
Number of Options and Unvested Shares, ending balance | 4,153,627 | 5,571,293 |
Number of Options and Unvested Shares, vested and expected to vest | 4,153,627 | |
Number of Options and Unvested Shares, exercisable | 2,498,842 | |
Weighted Average Exercise Price, beginning balance | $ / shares | $ 28.70 | |
Weighted Average Exercise Price, granted | $ / shares | 8.26 | |
Weighted Average Exercise Price, exercised | $ / shares | 1.45 | |
Weighted Average Exercise Price, exercised, cancelled / forfeited | $ / shares | 30.46 | |
Weighted Average Exercise Price, ending balance | $ / shares | 18.06 | $ 28.70 |
Weighted Average Exercise Price, vested and expected to vest | $ / shares | 18.06 | |
Weighted Average Exercise Price, exercisable | $ / shares | $ 20.81 | |
Weighted average remaining contractual life | 5 years 7 months 24 days | 8 years 3 months 3 days |
Weighted average remaining contractual life, vested and expected to vest | 5 years 7 months 24 days | |
Weighted average remaining contractual life, exercisable | 3 years 3 months 21 days | |
Aggregate intrinsic value | $ | $ 238 | $ 15,687 |
Aggregate intrinsic value, exercised | $ | (286) | |
Aggregate intrinsic value, vested and expected to vest | $ | 238 | |
Aggregate intrinsic value, exercisable | $ | $ 238 | |
2022 Inducement Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options and Unvested Shares, granted | 3,744,255 | |
Number of Options and Unvested Shares, cancelled / forfeited | (2,000) | |
Number of Options and Unvested Shares, ending balance | 3,742,255 | |
Number of Options and Unvested Shares, vested and expected to vest | 3,742,255 | |
Weighted Average Exercise Price, exercised, cancelled / forfeited | $ / shares | $ 2.98 | |
Weighted Average Exercise Price, ending balance | $ / shares | 2.98 | |
Weighted Average Exercise Price, vested and expected to vest | $ / shares | $ 2.98 | |
Weighted average remaining contractual life | 9 years 7 months 24 days | |
Weighted average remaining contractual life, vested and expected to vest | 9 years 7 months 24 days | |
Novosteo | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options and Unvested Shares, granted | 507,648 | |
Number of Options and Unvested Shares, cancelled / forfeited | (4,543) | |
Number of Options and Unvested Shares, ending balance | 503,105 | |
Number of Options and Unvested Shares, vested and expected to vest | 503,105 | |
Weighted Average Exercise Price, granted | $ / shares | $ 0.55 | |
Weighted Average Exercise Price, exercised, cancelled / forfeited | $ / shares | 0.55 | |
Weighted Average Exercise Price, ending balance | $ / shares | 0.55 | |
Weighted Average Exercise Price, vested and expected to vest | $ / shares | $ 0.55 | |
Weighted average remaining contractual life | 9 years 5 months 23 days | |
Weighted average remaining contractual life, vested and expected to vest | 9 years 5 months 23 days | |
Aggregate intrinsic value | $ | $ 392 | |
Aggregate intrinsic value, vested and expected to vest | $ | $ 392 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Activity Under Performance Stock Options (Details) - Performance Stock Options - $ / shares | 1 Months Ended | 9 Months Ended | |
Dec. 31, 2021 | Feb. 28, 2022 | Sep. 30, 2022 | |
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 | 675,000 | ||
Number of Shares, Surrendered | (675,000) | ||
Weighted Average Exercise Price, Beginning Balance | $ 29.60 | ||
Weighted Average Exercise Price, Ending Balance | $ 29.60 | ||
Weighted average remaining contractual life | 5 years 8 months 26 days | ||
Surrendered | $ 29.60 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Options (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Restricted Stock Units (RSUs) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Outstanding, Number of Shares, Unvested, Beginning Balance | 0 |
Number of Shares, granted | 1,013,500 |
Number of Shares, vested | (381,973) |
Number of Shares, Surrendered | (458,414) |
Outstanding, Number of Shares, Unvested, Ending Balance | 173,113 |
Weighted-Average Grant Date Fair Value, granted | $ / shares | $ 4.30 |
Weighted-Average Grant Date Fair Value, vested | $ / shares | 4.30 |
Weighted-Average Grant Date Fair Value, cancelled | $ / shares | 4.30 |
Outstanding, Weighted-Average Grant Date Fair Value, Unvested, Ending Balance | $ / shares | $ 4.30 |
Restricted Stock Awards (RSAs) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares, granted | 519,216 |
Number of Shares, vested | (52,466) |
Outstanding, Number of Shares, Unvested, Ending Balance | 466,750 |
Weighted-Average Grant Date Fair Value, granted | $ / shares | $ 3.30 |
Weighted-Average Grant Date Fair Value, vested | $ / shares | 3.30 |
Outstanding, Weighted-Average Grant Date Fair Value, Unvested, Ending Balance | $ / shares | $ 3.30 |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $ 694 | $ 7,618 | $ 14,986 | $ 21,360 |
General and Administrative Expense | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 1,289 | 3,770 | 8,988 | 10,878 |
Research and Development Expense | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $ (595) | $ 3,848 | $ 5,998 | $ 10,482 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||
Jul. 31, 2023 | Jul. 08, 2023 | Jun. 10, 2023 | Jan. 28, 2023 | Jul. 22, 2022 | Jun. 08, 2022 | May 20, 2022 | May 02, 2022 | Feb. 01, 2022 | Feb. 28, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||||
Total stock-based compensation | $ 694,000 | $ 7,618,000 | $ 14,986,000 | $ 21,360,000 | ||||||||||
Restricted stock units | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total stock-based compensation | $ 87,000,000 | $ 1,310,000,000 | ||||||||||||
Purdue Research Foundation | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Shares held by related party | 154,497 | 154,497 | ||||||||||||
Purdue Research Foundation | Maximum [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Contractual Obligation | $ 4,250,000 | $ 4,250,000 | ||||||||||||
Casey C. Lynch [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Awards unvested, would have vested | 26,294 | |||||||||||||
Severance expense | $ 604,000 | |||||||||||||
Casey C. Lynch [Member] | Subsequent Event | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total stock-based compensation | $ 655,000,000 | |||||||||||||
Awards unvested, would have vested | 26,294 | |||||||||||||
Vested options | 574,206 | |||||||||||||
Stephen S Dominy | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Awards unvested, would have vested | 9,230 | |||||||||||||
Severance expense | $ 326,250 | |||||||||||||
Stephen S Dominy | Subsequent Event | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total stock-based compensation | $ 230,000,000 | |||||||||||||
Awards unvested, would have vested | 9,230 | |||||||||||||
Vested options | 315,659 | |||||||||||||
Michael Detke | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Severance expense | $ 354,750,000 | |||||||||||||
Caryn McDowell | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Severance expense | $ 339,000,000 | |||||||||||||
Caryn McDowell | Restricted stock units | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Awards unvested, would have vested | 122,500 | |||||||||||||
Caryn McDowell | Subsequent Event | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total stock-based compensation | $ 459,000,000 | |||||||||||||
Vested options | 152,079 | |||||||||||||
Caryn McDowell | Subsequent Event | Restricted stock units | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Awards unvested, would have vested | 122,500 | |||||||||||||
Christopher Lowe | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Severance expense | $ 354,750,000 | |||||||||||||
Christopher Lowe | Restricted stock units | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Awards unvested, would have vested | 153,125 | |||||||||||||
Christopher Lowe | Subsequent Event | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total stock-based compensation | $ 645,000,000 | |||||||||||||
Vested options | 205,896 | |||||||||||||
Christopher Lowe | Subsequent Event | Restricted stock units | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Awards unvested, would have vested | 153,125 | |||||||||||||
Leslie Holsinger | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Severance expense | $ 339,000,000 | |||||||||||||
Leslie Holsinger | Subsequent Event | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total stock-based compensation | $ 126,000,000 | |||||||||||||
Vested options | 382,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Income Taxes [Line Items] | ||
Effective income tax rate | 0.60% | 0% |
Novosteo | ||
Income Taxes [Line Items] | ||
Net discrete tax adjustments | $ 0.3 |
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 | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of earnings per share, amount | 9,038,850 | 5,692,442 |
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 | 8,398,987 | 5,017,442 |
Performance Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of earnings per share, amount | 0 | 675,000,000 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of earnings per share, amount | 173,113 | 0 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of earnings per share, amount | 466,750 | 0 |
Business Combination (Additiona
Business Combination (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
May 19, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Common stock, par value | $ 0.001 | $ 0.001 | |
Acquisition related costs | $ 2,200 | ||
Novosteo [Member] | |||
Business Acquisition [Line Items] | |||
Number of shares, Cancelled and converted | 0.0911 | ||
Common stock, par value | $ 0.001 | ||
Aggregate purchase of common stock shares | 507,108 | ||
Unvested restricted shares | 519,216 | ||
Business acquisition, transaction costs | $ 1,100 | ||
Payment to acquire business | $ 16,502,587 | ||
Shares issued for acquisition | 5,000,784 | ||
Share price | $ 3.30 |
Business Combination - Schedule
Business Combination - Schedule of fair values of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 | May 19, 2022 |
Business Combinations [Abstract] | |||
Cash and cash equivalents | $ 10,593 | ||
Prepaid expenses and other current assets | 1,040 | ||
ROU asset | 124 | ||
Property and equipment | 279 | ||
In-process research and development | $ 5,900 | 5,900 | |
Accounts payable and accrued liabilities | (1,726) | ||
Deferred tax liabilities | (532) | ||
Net assets acquired | 15,678 | ||
Goodwill | $ 0 | $ 825 | $ 825 |
Business Combination - Schedu_2
Business Combination - Schedule of Revenue and Net Loss of the Combined Entity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition, Pro Forma Information [Abstract] | ||||
Revenue | $ 0 | $ 3 | $ 262 | $ 223 |
Net loss | $ (7,921) | $ (22,478) | $ (47,057) | $ (71,046) |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Carrying Amount of Indefinite Lived Intangible Asset (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 | May 19, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 0 | $ 825 | $ 825 |
In-process research and development | $ 5,900 | $ 5,900 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill, Beginning Balance | $ 825 | |||
Impairment charge | (825) | $ 0 | $ (825) | $ 0 |
Goodwill, Ending Balance | $ 0 | $ 0 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Non-cash goodwill impairment charge | $ 800 | $ 825 | $ 0 |