Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 28, 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 | |
Entity Registrant Name | ONCORUS, INC. | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001671818 | |
Entity Current Reporting Status | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity File Number | 001-39575 | |
Entity Address, Address Line One | 4 Corporate Drive | |
Entity Address, City or Town | Andover | |
Entity Address, State or Province | MA | |
Entity Tax Identification Number | 47-3779757 | |
Entity Address, Postal Zip Code | 01810 | |
Entity Incorporation, State or Country Code | DE | |
City Area Code | (857) | |
Local Phone Number | 320-6400 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 25,973,135 | |
Security Exchange Name | NASDAQ | |
Trading Symbol | ONCR | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 41,568 | $ 100,752 |
Investments | 39,955 | 23,173 |
Prepaid expenses and other current assets | 1,956 | 5,185 |
Total current assets | 83,479 | 129,110 |
Property and equipment, net | 42,883 | 23,233 |
Right-of-use asset | 33,997 | 45,218 |
Restricted cash | 3,437 | 3,437 |
Other assets | 569 | 589 |
Total assets | 164,365 | 201,587 |
Current liabilities: | ||
Accounts payable | 1,980 | 13,009 |
Accrued expenses and other current liabilities | 13,695 | 6,281 |
Lease liability - current portion | 1,138 | 1,684 |
Total current liabilities | 16,813 | 20,974 |
Term loan, non-current | 19,257 | 0 |
Lease liability - net of current portion | 48,147 | 50,388 |
Other long- term liabilities | 152 | 203 |
Total liabilities | 84,369 | 71,565 |
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; authorized - 10,000 shares at September 30, 2022 and December 31, 2021; issued and outstanding - no shares at September 30, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.0001 par value; authorized - 100,000 shares at September 30, 2022 and December 31, 2021; issued and outstanding - 25,973 and 25,848 shares at September 30, 2022 and December 31, 2021, respectively | 3 | 3 |
Additional paid-in capital | 331,144 | 324,620 |
Accumulated other comprehensive loss | (73) | (14) |
Accumulated deficit | (251,078) | (194,587) |
Total stockholders’ equity | 79,996 | 130,022 |
Total liabilities and stockholders’ equity | $ 164,365 | $ 201,587 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares Issued | 25,973,000 | 25,848,000 |
Common Stock, Shares Outstanding | 25,973,000 | 25,848,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ 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 | $ 14,087 | $ 11,299 | $ 39,036 | $ 30,406 |
General and administrative | 5,211 | 5,440 | 16,721 | 14,550 |
Total operating expenses | 19,298 | 16,739 | 55,757 | 44,956 |
Loss from operations | (19,298) | (16,739) | (55,757) | (44,956) |
Other income (expense): | ||||
Other income (expense) | 8 | 0 | (63) | (1) |
Interest income (expense) | (330) | 11 | (671) | 38 |
Total other income (expense), net | (322) | 11 | (734) | 37 |
Net loss | (19,620) | (16,728) | (56,491) | (44,919) |
Net unrealized loss on investments | (32) | 0 | (73) | 0 |
Comprehensive loss | $ (19,652) | $ (16,728) | $ (56,564) | $ (44,919) |
Net loss per share - basic | $ (0.76) | $ (0.65) | $ (2.18) | $ (1.79) |
Net loss per share - diluted | $ (0.76) | $ (0.65) | $ (2.18) | $ (1.79) |
Weighted-average number of common shares outstanding - basic | 25,972 | 25,748 | 25,907 | 25,153 |
Weighted-average number of common shares outstanding - diluted | 25,972 | 25,748 | 25,907 | 25,153 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss | Accumulated Deficit [Member] |
Balance at Dec. 31, 2020 | $ 134,664 | $ 2 | $ 264,487 | $ (129,825) | |
Balance (in shares) at Dec. 31, 2020 | 22,599,048 | ||||
Proceeds from issuance of common stock, net of issuance costs | 52,983 | 52,983 | |||
Stock issued during the period (shares) | 3,000,000 | ||||
Stock-based compensation expense | 2,828 | 2,828 | |||
Vesting of restricted common stock | 10,341 | ||||
Exercise of stock options to purchase common stock | 347 | 347 | |||
Exercise of stock options to purchase common stock (shares) | 131,683 | ||||
Net loss | (28,191) | (28,191) | |||
Balance at Jun. 30, 2021 | 162,632 | $ 3 | 320,645 | (158,016) | |
Balance (in shares) at Jun. 30, 2021 | 25,741,072 | ||||
Balance at Dec. 31, 2020 | 134,664 | $ 2 | 264,487 | (129,825) | |
Balance (in shares) at Dec. 31, 2020 | 22,599,048 | ||||
Proceeds from issuance of common stock, net of issuance costs | 52,983 | ||||
Net loss | (44,919) | ||||
Balance at Sep. 30, 2021 | 147,842 | $ 3 | 322,583 | $ 0 | (174,744) |
Balance (in shares) at Sep. 30, 2021 | 25,758,059 | ||||
Balance at Jun. 30, 2021 | 162,632 | $ 3 | 320,645 | (158,016) | |
Balance (in shares) at Jun. 30, 2021 | 25,741,072 | ||||
Stock-based compensation expense | 1,889 | 1,889 | |||
Vesting of restricted common stock | 5,171 | ||||
Exercise of stock options to purchase common stock | 49 | 49 | |||
Exercise of stock options to purchase common stock (shares) | 11,816 | ||||
Net loss | (16,728) | (16,728) | |||
Balance at Sep. 30, 2021 | 147,842 | $ 3 | 322,583 | 0 | (174,744) |
Balance (in shares) at Sep. 30, 2021 | 25,758,059 | ||||
Balance at Dec. 31, 2021 | 130,022 | $ 3 | 324,620 | (14) | (194,587) |
Balance (in shares) at Dec. 31, 2021 | 25,848,229 | ||||
Stock-based compensation expense | 4,160 | 4,160 | |||
Exercise of stock options to purchase common stock | 62 | 62 | |||
Exercise of stock options to purchase common stock (shares) | 35,070 | ||||
Issuance of common stock under employee stock purchase plans, Shares | 89,112 | ||||
Issuance of common stock under employee stock purchase plans | 95 | 95 | |||
Issuance of warrants in connection with term loan financing | 567 | 567 | |||
Other comprehensive loss | (27) | (27) | |||
Net loss | (36,871) | (36,871) | |||
Balance at Jun. 30, 2022 | 98,008 | $ 3 | 329,504 | (41) | (231,458) |
Balance (in shares) at Jun. 30, 2022 | 25,972,411 | ||||
Balance at Dec. 31, 2021 | 130,022 | $ 3 | 324,620 | (14) | (194,587) |
Balance (in shares) at Dec. 31, 2021 | 25,848,229 | ||||
Proceeds from issuance of common stock, net of issuance costs | $ 0 | ||||
Exercise of stock options to purchase common stock (shares) | 34,863 | ||||
Net loss | $ (56,491) | ||||
Balance at Sep. 30, 2022 | 79,996 | $ 3 | 331,144 | (73) | (251,078) |
Balance (in shares) at Sep. 30, 2022 | 25,972,515 | ||||
Balance at Jun. 30, 2022 | 98,008 | $ 3 | 329,504 | (41) | (231,458) |
Balance (in shares) at Jun. 30, 2022 | 25,972,411 | ||||
Stock-based compensation expense | 1,640 | 1,640 | |||
Exercise of stock options to purchase common stock (shares) | 104 | ||||
Other comprehensive loss | (32) | (32) | |||
Net loss | (19,620) | (19,620) | |||
Balance at Sep. 30, 2022 | $ 79,996 | $ 3 | $ 331,144 | $ (73) | $ (251,078) |
Balance (in shares) at Sep. 30, 2022 | 25,972,515 |
Consolidated Statements of Re_2
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Payment of deferred offering costs | $ 4,017 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities: | ||
Net loss | $ (56,491) | $ (44,919) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,993 | 1,332 |
Loss on disposal of assets | 94 | 0 |
Stock-based compensation | 5,800 | 4,717 |
Non-cash interest expense related to term loan | 357 | 0 |
Amortization of premium/discount on investments | (12) | 0 |
Non-cash interest income | (52) | 0 |
Gain on lease termination | (520) | 0 |
Changes in: | ||
Prepaid expenses and other assets | 3,226 | 803 |
Operating lease right-of-use asset | 1,473 | 2,208 |
Tenant Improvement Allowance Reimbursements | 8,557 | 1,737 |
Accounts payable | (11,476) | 109 |
Accrued expenses and other current liabilities | 580 | 1,773 |
Operating lease liability | (1,077) | 854 |
Net cash used in operating activities | (47,548) | (31,386) |
Investing activities | ||
Purchase of property and equipment | (14,483) | (6,695) |
Purchase of investments | (30,353) | 0 |
Proceeds from sales and maturities of investments | 13,576 | 0 |
Net cash provided by (used in) investing activities | (31,260) | (6,695) |
Financing activities | ||
Proceeds from exercise of stock options to purchase of common stock | 62 | 396 |
Proceeds from purchases of common stock under employee stock purchase plan | 95 | 0 |
Proceeds from borrowings under term loan, net of issuance costs | 19,467 | 0 |
Proceeds from issuance of common stock, net of issuance costs | 0 | 52,983 |
Net cash provided by financing activities | 19,624 | 53,379 |
Increase (decrease) in cash and cash equivalents | (59,184) | 15,298 |
Cash, cash equivalents and restricted cash at beginning of period | 104,189 | 133,182 |
Cash, cash equivalents and restricted cash at end of period | 45,005 | 148,480 |
Supplemental disclosure of non-cash investing and financing activities | ||
Issuance of warrants in connection with term loan financing | 567 | 0 |
Purchase of property and equipment in accrued expenses and accounts payable | $ 7,231 | $ 4,551 |
Nature of the Business and Liqu
Nature of the Business and Liquidity | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Nature of the Business and Liquidity | 1. Nature of the Business and Liquidity Oncorus, Inc. (the “Company”) is a clinical-stage biopharmaceutical company focused on developing next-generation viral immunotherapies to transform outcomes for cancer patients. Using its two platforms, the Company is developing a pipeline of intratumorally and intravenously administered product candidates designed to selectively attack and kill tumor cells. The Company’s operations to date have focused on organization and staffing, business planning, raising capital, acquiring and developing the Company’s technology, establishing the Company’s intellectual property portfolio, identifying potential product candidates and undertaking preclinical studies, commencing a clinical trial and manufacturing scale-up activities. The Company does not have any product candidates approved for sale and has not generated any revenue from product sales. The Company’s product candidates are subject to long development cycles and the Company may be unsuccessful in its efforts to develop, obtain regulatory approval for or market its product candidates. On October 6, 2020, the Company completed an initial public offering (“IPO”), in which the Company issued and sold 5,800,000 shares of its common stock at a public offering price of $ 15.00 per share. On October 14, 2020, the Company sold an additional 757,991 shares of common stock at $ 15.00 per share pursuant to the underwriters’ partial exercise of their option to purchase additional shares of common stock. The total gross proceeds from the IPO were $ 98.4 million and the Company raised $ 88.3 million in net proceeds after deducting underwriting discounts and commissions and offering expenses payable by the Company. Upon the closing of the IPO, all of the outstanding shares of convertible preferred stock automatically converted into 14,951,554 shares of common stock at the applicable conversion ratio then in effect. Subsequent to the closing of the IPO, there were no shares of preferred stock outstanding. In February 2021, the Company completed a follow-on public offering of its common stock in which it sold 3,000,000 shares at an offering price of $ 19.00 per share, resulting in gross proceeds of $ 57.0 million and net proceeds of $ 53.0 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. In November 2021, the Company entered into an open market sale agreement pursuant to which the Company may issue and sell shares of its common stock from time to time for aggregate gross proceeds of up to $ 50.0 million. There have been no sales under this agreement as of September 30, 2022. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, possible failure of preclinical studies or clinical trials, the need to obtain marketing approval for its product candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, the need to successfully commercialize and gain market acceptance of any of the Company’s products that are approved and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing, and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure, and extensive compliance-reporting capabilities. Even if the Company’s drug development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. The Company expects to continue to incur losses from operations for the foreseeable future and additional capital will be required to fund future operations. The Company expects that its cash and cash equivalents as of September 30, 2022, will be sufficient to fund its operating expenses and capital expenditure requirements through at least the next 12 months from the date these financial statements were issued. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals and estimates that impact the financial statements) which are considered necessary to present fairly the Company’s financial position as of September 30, 2022, its results of operations for the three and nine months ended September 30, 2022 and 2021, its changes in stockholders’ equity for the three and nine months ended September 30, 2022 and 2021 and its cash flows for the nine months ended September 30, 2022 and 2021. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2021, and the notes thereto, which are included in the Company’s Annual Report on Form 10-K (the "Annual Report") filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2022. The condensed consolidated balance sheet data as of December 31, 2021 presented for comparative purposes was derived from the Company’s audited consolidated financial statements but does not include all disclosures required by GAAP. The results for the three and nine months ended September 30, 2022, are not necessarily indicative of the operating results to be expected for the full year or for any other subsequent interim period. The Company’s significant accounting policies are disclosed in the audited consolidated financial statements for the year ended December 31, 2021, included in its Annual Report. Any changes to the Company’s significant accounting policies are further discussed below. COVID-19 Pandemic With the ongoing COVID-19 global pandemic, the Company has implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on its employees and its business, including its preclinical studies, its ongoing clinical trial, and its regulatory filings. The Company has taken measures to secure its research and development activities, while work in its laboratories and facilities has been re-organized to reduce risks of COVID-19 transmission. Given the global impact and the other risks and uncertainties associated with the pandemic, the Company’s business, financial condition and results of operations could be materially adversely affected. The Company continues to closely monitor the COVID-19 pandemic and evolve its business continuity plans, clinical development plans and response strategy to mitigate any potential impact. As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, assumptions and judgments or revise the carrying value of its assets or liabilities. Actual results could differ from those estimates, and any such differences may be material to the Company’s financial statements. Going Concern At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements of the Company include the accounts of its wholly owned subsidiary, Oncorus Securities Corporation. All intercompany transactions have been eliminated in consolidation. The Company has one operating segment. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, the estimated fair value of the Company’s common stock and share-based awards utilized for stock-based compensation purposes, accrued expenses, and amounts of expenses during the reported period. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. Deferred Offering Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances or debt financings as deferred offering costs until such equity issuances or debt financings are consummated. After consummation, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance or debt financing. Debt Related Costs The carrying value of the Company’s Term Loan (see Note 7) is recorded net of issuance costs and discount relating to the issuance of warrants and fees paid to the lender. Debt-related costs are amortized over the term of the debt using the effective interest method and recognized as interest expense. Warrants In accordance with ASC Topic 470-20-25, when the Company issues debt with warrants, the Company treats the warrants as a debt discount, recorded as a contra-liability against the debt, and amortizes the balance over the life of the underlying debt as amortization of debt discount expense in the statements of operations. The offset to the contra-liability is recorded as additional paid-in capital in the Company’s consolidated balance sheet if the warrants are not treated as a derivative or as liability warrants. The Company determines the fair value of the warrants at issuance using the Black-Scholes option pricing model. Concentr ation of Credit Risk and of Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and short-term investments. The Company has all of its cash at one financial institution that management believes to be of high credit quality, in amounts that exceed federally insured limits. The Company invests its excess cash, in line with its investment policy, primarily in money market funds and high credit quality debt instruments. The Company is dependent upon a third-party contract manufacturer and third-party contract research organizations for the performance of portions of its testing for pre-clinical and clinical studies. The Company believes that its relationships with these organizations are satisfactory, and that alternative suppliers of these services are available in the event of the loss of one or more of these suppliers. Restricted Cash The Company maintains a balance in a segregated bank account in connection with a letter of credit for the benefit of the landlord in connection with its operating lease for its Andover, Massachusetts facility. As of September 30, 2022, restricted cash consisted of $ 3.4 million held for the benefit of the landlord. This amount has been classified as part of non-current assets on the Company's unaudited interim condensed consolidated balance sheets. The Company includes its restricted cash balance in the cash, cash equivalents and restricted cash reconciliation of operating, investing, and financing activities in the unaudited interim condensed consolidated statements of cash flows. The following table provides a reconciliation of cash, cash equivalents and restricted cash in the unaudited interim condensed consolidated balance sheets that sum to the total of the same such amounts shown in the unaudited interim condensed consolidated statements of cash flows: SEPTEMBER 30, 2022 2021 (in thousands) Cash and cash equivalents $ 41,568 $ 145,603 Restricted cash 3,437 2,877 Total cash, cash equivalents and restricted cash shown in the unaudited interim consolidated statements of cash flows $ 45,005 $ 148,480 Investments Short-term investments consist of commercial paper, corporate bonds, asset-backed securities, and U.S. treasury securities with original maturities greater than three months. The Company may sell investments at any time for use in current operations even if the investments have not yet reached maturity. As a result, the Company classifies its investments, including securities with maturities beyond twelve months, as current assets. As of September 30, 2022, all investments are classified as available-for-sale securities, which are recorded at fair value. Unrealized holding gains and losses on available-for-sale securities are reported as a net amount in accumulated other comprehensive income or loss in stockholders’ equity until realized. Purchase premiums and discounts are amortized to other income over the terms of the related securities. Realized gains and losses and declines in fair value that are deemed to be other than temporary are reflected in the statements of operations and comprehensive loss using the specific-identification method. The Company periodically reviews all available-for-sale securities for other than temporary declines in fair value below the cost basis whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company also evaluates whether it has plans or is required to sell short-term investments before recovery of their amortized cost bases. For the nine months ended September 30, 2022 , the Company has not identified any other than temporary declines in fair value of its short-term investments. Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1 —Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 —Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly, such as quoted market prices, interest rates, and yield curves. Level 3 —Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. To the extent a valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company believes that the carrying amounts of prepaid expenses, other current assets, accounts payable, and accrued expenses approximate their fair value due to the short-term nature of those instruments. Operating Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on specific facts and circumstances, the existence of an identified asset(s), if any, and the Company’s control over the use of the identified asset(s), if applicable. The lease liability is measured at the present value of future lease payments, discounted using the discount rate as of the lease commencement date. Future lease payments may include payments that depend on an index or a rate (such as the consumer price index or other market index). The Company initially measures payments based on an index or rate by using the applicable rate at lease commencement and subsequent changes in such rates are recognized as variable lease costs. Variable payments that do not depend on a rate or index are not included in the lease liability and are recognized as they are incurred. The Company’s contracts typically do not have variable payments based on index or rate. The Company’s contracts that include a lease component generally include additional services that are transferred to the lessee (e.g., common-area maintenance services), which are non-lease components. Contracts typically also include other costs and fees that do not provide a separate service to the lessee, such as costs paid by the lessee to reimburse the lessor for administrative costs or payment for the lessor’s costs for property taxes, insurance related to the leased asset, and other lessor costs. The Company elected the practical expedient to account for the lease and its associated non-lease components as a single lease component for its real estate leases, including the office, lab, and its manufacturing space. When readily determinable, the discount rate used to calculate the lease liability is the rate implicit in the lease. As the Company's leases typically do not provide an implicit rate, the Company uses its incremental borrowing rate based on the lease term and economic environment at the lease commencement date. The lease term used to calculate the lease liability includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. With limited exceptions, the nature of the Company's facility leases is such that there are no economic or other conditions that would indicate that it is reasonably certain at lease commencement that the Company will exercise options to extend the term. The Company recognizes a corresponding right-of-use (“ROU”) asset, initially measured as the amount of lease liability, adjusted for any initial lease costs or lease payments made before or at the commencement of the lease, and reduced by any lease incentives. In certain instances when there is unpredictability of payout of leasehold improvement reimbursements, the ROU asset and lease liability will be adjusted on a prospective basis as construction related to leasehold improvements is performed over the life of the lease. The Company’s leases consist of only operating leases. Operating leases are recognized on the balance sheet as ROU assets, lease liabilities current and lease liabilities non-current. Fixed rents are included in the calculation of the lease balances while certain variable costs paid for certain operating and pass-through costs are excluded. Lease expense is recognized over the expected lease term on a straight-line basis. For leases with a term of one year or less, or short-term leases, the Company has elected to not recognize the lease liability for these arrangements and the lease payments are recognized in the consolidated statements of operations and comprehensive loss. Recently Issued Accounting Pronouncements In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This amendment requires a buyer that uses supplier finance programs to make annual disclosures about the program’s key terms, the balance sheet presentation of related amounts, the confirmed amount outstanding at the end of the period, and associated rollforward information. Only the amount outstanding at the end of the period must be disclosed in interim periods. The amendments are effective for all entities for fiscal years beginning after December 15, 2022 on a retrospective basis, including interim periods within those fiscal years, except for the requirement to disclose rollforward information, which is effective prospectively for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company is currently reviewing the provisions of this new pronouncement, but does not expect this guidance will have a material impact on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This amendment simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. It also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and simplifies the diluted earnings per share calculation in certain areas. ASU No. 2020-06 is effective for public companies for annual periods beginning after December 15, 2021, including interim periods within those fiscal years. The Company early adopted the provisions of ASU 2020-06 effective January 1, 2022, using the modified retrospective method for transition with no significant impact on its consolidated financial statements at the time of adoption. There have been no other issued accounting pronouncements other than those described in the Company’s audited financial statements as of and for the year ended December 31, 2021, and the notes thereto, which are included in the Annual Report, that will have a material effect on the Company's consolidated financial statements. |
Cash Equivalents and Investment
Cash Equivalents and Investments | 9 Months Ended |
Sep. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash Equivalents and Investments | 3. Cash Equivalents and Investments The following tables summarize the amortized cost and fair value of the Company's cash equivalents and investments (in thousands): SEPTEMBER 30, 2022 AMORTIZED COST BASIS GROSS UNREALIZED GAINS GROSS UNREALIZED LOSSES ESTIMATED FAIR VALUE Cash Equivalents Money market funds $ 31,866 $ — $ — $ 31,866 U.S. treasury securities $ 5,557 $ 1 $ — $ 5,558 Total Cash Equivalents $ 37,423 $ 1 $ — $ 37,424 Investments Commercial paper $ 23,886 $ — $ — $ 23,886 Corporate bonds 3,001 — ( 15 ) 2,986 U.S. treasury securities 13,142 — ( 59 ) 13,083 Total Investments $ 40,029 $ — $ ( 74 ) $ 39,955 DECEMBER 31, 2021 AMORTIZED COST BASIS GROSS UNREALIZED GAINS GROSS UNREALIZED LOSSES ESTIMATED FAIR VALUE Cash Equivalents Money market funds $ 98,900 $ — $ — $ 98,900 Total Cash Equivalents $ 98,900 $ — $ — $ 98,900 Investments Commercial paper $ 11,084 $ — $ — $ 11,084 Asset-backed securities 2,020 — ( 2 ) 2,018 U.S. treasury securities 4,812 — ( 8 ) 4,804 Corporate bonds 5,271 — ( 4 ) 5,267 Total Investments $ 23,187 $ — $ ( 14 ) $ 23,173 As of September 30, 2022, the Company held eight investments with unrealized losses. All investments in an unrealized loss position were in this position for less than 12 months. The Company evaluated its securities for potential other-than-temporary impairment and considered the decline in market value to be primarily attributable to current economic and market conditions. Additionally, the Company does not intend to sell the securities in an unrealized loss position and does not expect it will be required to sell the securities before recovery of the unamortized cost basis. Given the Company's intent and ability to hold such securities until recovery, and the lack of a significant change in credit risk for these investments, the Company did not consider these investments to be impaired as of September 30, 2022. There were no realized gains or losses recognized on investments in the nine months ended September 30, 2022. Interest on investments is recognized as interest income in the consolidated statements of operations and comprehensive loss. All investments held as of September 30, 2022, were classified as available-for-sale securities and had contractual maturities of less than one year. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): FAIR VALUE MEASUREMENTS LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Assets: Money market funds $ 31,866 $ — $ — $ 31,866 U.S. treasury securities 18,641 — — 18,641 Commercial paper — 23,886 — 23,886 Corporate bonds — 2,986 — 2,986 Total Assets $ 50,507 $ 26,872 $ — $ 77,379 FAIR VALUE MEASUREMENTS LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Assets: Money market funds $ 98,900 $ — $ — $ 98,900 U.S. treasury securities 4,804 — — 4,804 Commercial paper — 11,084 — 11,084 Asset-backed securities — 2,018 — 2,018 Corporate bonds — 5,267 — 5,267 Total Assets $ 103,704 $ 18,369 $ — $ 122,073 The Company classifies its money market funds and U.S. treasury securities as Level 1 assets since it measures fair value using quoted prices in active markets for identical assets. The Level 2 assets include commercial paper, asset-backed securities, and corporate bonds and are valued based on quoted prices for similar assets in active markets and inputs other than quoted prices that are derived from observable market data. The Company did not hold any Level 3 assets during the periods presented. The Company evaluates transfers between levels at the end of each reporting period. There were no transfers between Level 1 and Level 2 assets during the periods presented. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | 5. Leases The Company has an operating lease for approximately 33,518 square feet (the “Pod 4 Portion”), approximately 54,666 square feet (the “Pod 5 Portion”), and approximately 17,150 square feet ("Pod 3 Portion") of a manufacturing facility located in Andover, Massachusetts, that also serves as its corporate headquarters. This lease expires in December 2036 and the Company has two options to extend the term of the lease for a period of ten years each . As of September 30, 2022, the Company had not exercised its options to extend the lease term for either lease and did not consider it reasonably certain that these options would be exercised. The Company agreed to provide the landlord with a $ 3.4 million letter of credit as support for its obligations under the Andover facility lease. The lease provides a lease incentive in the form of reimbursable leasehold improvements of $ 14.9 million. Due to the unpredictability of the payout of leasehold improvement reimbursements, the right-of-use asset will be adjusted on a prospective basis to reflect any payments relating to the lease incentive as construction related to these improvements is performed over the life of the lease. As of September 30, 2022, the Company had capitalized $ 35.6 million of leasehold improvement costs , of which $ 10.3 million was reimbursed through the lease incentive. The lease payments include fixed base rent payments and variable rents for certain shared facility operating and other costs. The Company is also party to an operating lease in Cambridge, Massachusetts, which served as its corporate headquarters until September 2022. On September 13, 2022, the Company executed an amendment to its Cambridge lease which accelerated the lease termination date to November 15, 2022, from the previous date of January, 2024. In connection with this amendment, the Company remeasured the remaining lease liability and right-of-use-asset and recognized a gain of $ 0.5 million, which was included as a reduction of operating expenses in the consolidated statements of operations and comprehensive loss. During the three and nine months ended September 30, 2022, the Company recognized total rent expense related to the leases described above of $ 0.9 million and $ 4.0 million, respectively, compared to $ 1.4 million and $ 4.2 million in the same periods of 2021. The amount of variable rent expense and rent for short-term leases for the three and nine months ended September 30, 2022 and 2021, was $ 0.7 million, $ 2.3 million, $ 0.5 million, and $ 1.3 million, respectively. Other supplemental information related to leases is as follows: AS OF AND FOR 2022 2021 Weighted average remaining lease term 14.2 years 13.8 years Weighted average discount rate 7.7 % 8.5 % Cash paid for amounts included in the measurement of lease liabilities (in thousands) $ 4,129 $ 1,143 Maturities of operating lease liabilities are as follows as of September 30, 2022 (in thousands): Year Amount 2022 $ 1,245 2023 4,850 2024 4,995 2025 5,145 2026 5,299 Thereafter 62,572 Total lease payments 84,106 Less imputed interest ( 34,821 ) Total lease liabilities $ 49,285 Current portion 1,138 Long-term portion 48,147 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | 6. Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following (in thousands): SEPTEMBER 30, DECEMBER 31, Accrued research and development costs $ 3,535 $ 1,474 Accrued leasehold improvement costs 6,457 999 Accrued compensation 2,704 2,697 Accrued professional fees 599 846 Accrued interest expense 166 — Miscellaneous accrued expenses 386 468 Total accrued expenses and other liabilities $ 13,847 $ 6,484 As of September 30, 2022, o ther long-term liabilities of $ 0.2 million was the value of unmet conditions associated with a governmental grant received in 2021. The Company a nticipates meeting these conditions between 2024 and 2026 and, upon satisfaction, will reduce these liabilities with a corresponding reduction to research and development expenses. |
Convertible Debt
Convertible Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Debt | 7. Convertible Debt On April 1, 2022, the Company entered into a loan and security agreement (the "Loan Agreement") with K2 HealthVentures LLC ("K2HV"), and together with any other lender from time to time party thereto, the “Lenders”), K2HV as administrative agent for the Lenders, and Ankura Trust Company, LLC, as collateral agent for the Lenders. The Loan Agreement provides term loan commitments of up to $ 45.0 million in four potential tranches: (i) a $ 20.0 million term loan funded on April 1, 2022, (the “First Tranche Term Loan”), (ii) a $ 5.0 million term loan commitment (the “Second Tranche Term Loan Commitment”), (iii) a $ 15.0 million term loan commitment (reduced to $ 10.0 million if a second tranche term loan is made) (the “Third Tranche Term Loan Commitment”), and (iv) a $ 10.0 million term loan commitment (the “Fourth Tranche Term Commitment”). The timing and availability of the tranche term loan commitments are subject to various conditions, including that no events of default have occurred. The availability period of the Second Tranche Term Loan Commitment ends December 31, 2022. The availability of the Third Tranche Term Loan Commitment begins January 1, 2023 and ends no later than July 31, 2023 and is subject to the achievement of a clinical milestone event. The Fourth Term Loan Commitment availability ends May 1, 2024, unless the third tranche milestone is met, which would adjust such date to May 1, 2025. The Second Tranche Term Loan Commitment and Fourth Tranche Term Loan Commitment are subject to a satisfactory loan review by the Lenders who may provide the advances in their sole discretion. The Fourth Tranche Term Loan Commitment is also subject to an additional 1 % facility fee. The facility carries a 48-month term with interest only payments for 24 months, subject to increase to up to 36 months upon the Company drawing on the Third Tranche Loan Commitment and no event of default having occurred. Subsequent to the interest-only period, the Company is required to make equal monthly payments of principal plus interest until the loans mature on April 1, 2026. The term loans bear a variable interest rate equal to the greater of 7.75 % and (ii) the sum of (A) the prime rate last quoted in The Wall Street Journal (or a comparable replacement rate if The Wall Street Journal ceases to quote such rate) and (B) 4.25 %. The variable interest rate at September 30, 2022, was 10.5 %. Upon final payment or prepayment of the loans, the Company must pay a final payment equal to 5.45 % of the loans borrowed (the "Final Fee"), which is being accrued to interest expense over the term of the loan. The Company has an option to prepay the loans in whole, subject to a prepayment fee of 3 % prior to the first anniversary of the April 1, 2022, funding date, 2 % after the first anniversary but prior the second anniversary of the funding date, and 1 % thereafter if prior to the maturity date. The Lenders may elect at any time prior to the full repayment of the term loans to convert any portion of the principal amount of the term loans then outstanding, up to an aggregate of $ 5.0 million in principal amount, into shares of the Company's common stock at a conversion price of $ 2.2689 , subject to customary beneficial ownership limitations. The Loan Agreement contains customary representations and warranties, events of default and affirmative and negative covenants, including covenants that limit or restrict the Company’s ability to, among other things, dispose of assets, make changes to the Company’s business, management, ownership or business locations, merge or consolidate, incur additional indebtedness, pay dividends or other distributions or repurchase equity, make investments, and enter into certain transactions with affiliates, in each case subject to certain exceptions. As security for its obligations under the Loan Agreement, the Company granted the Lenders a first priority security interest on substantially all of the Company’s assets (other than intellectual property), subject to certain exceptions. Upon occurrence of an event of default, which includes the failure to maintain solvency, the Company may have to prepay the term loans in an amount equal to the sum of the (a) outstanding principal together with accrued interest, (b) prepayment fee, and (c) Final Fee. In connection with entering into the Loan Agreement, the Company also issued to K2HV a warrant to purchase a number of shares of Common Stock equal to the quotient of 2.95 % of the aggregate funded term loan amount divided by $ 1.5126 , the exercise price, up to a maximum of 877,627 shares (the "Warrant"). The Warrant expires on April 1, 2032 . The Warrant has been classified within equity since it (i) is indexed to the Company’s own equity and (ii) meets the equity classification conditions. As of September 30, 2022, the Warrant is exercisable for 390,056 shares of common stock. The Company allocated the proceeds between the term loan and the Warrant on a relative fair value basis, resulting in a discount on the term loan. The Loan Agreement and the Warrant each provide the Lenders with certain piggyback registration rights with respect to the shares of common stock issuable upon conversion under the Loan Agreement or upon exercise of the Warrant. The Company incurred fees and issuance costs associated with the Loan Agreement of $ 0.5 million. The Company recorded contractual interest expense related to the Loan Agreement of $ 0.9 million and additional interest expense related to the amortization of the debt discount and issuance costs and accretion of the Final Fee of $ 0.4 million in the nine months ended September 30, 2022. The effective interest rate at September 30, 2022, which includes the non-cash interest components noted above, was 14.00 %. Future principal debt payments on the Loan Agreement are as follows (in thousands): SEPTEMBER 30, 2022 $ — 2023 — 2024 6,187 2025 10,146 2026 3,667 Total principal payments 20,000 Final Fee 1,090 Total principal payments and Final Fee 21,090 Less: Unamortized debt discount ( 849 ) Less: Unamortized debt issuance costs ( 71 ) Less: Unaccreted Final Fee ( 913 ) Term loan, non-current $ 19,257 |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | |
Common Stock | 8. Common Stock Each share of the Company's common stock is entitled to one vote . The holders of shares of common stock are entitled to receive dividends, if and when declared by the Board of Directors. Prior to the IPO, the voting, dividend, and liquidation rights of the holders of common stock were subject to, and qualified by, the rights, powers, and preferences of the holders of preferred stock. Upon the closing of the IPO, the Company amended and restated its certificate of incorporation to provide for 100,000,000 shares designated as common stock with a par value of $ 0.0001 per share as part of its authorized capital. Restricted Stock The Company issued restricted stock to its founders and certain officers of the Company. In general, the shares of restricted stock vested over a four-year period, with 25 % of the shares vesting after one year, followed by monthly vesting over the remaining three years. As of September 30, 2022, all restricted stock awards were fully vested. Common Stock Warrants The Company issued warrants to purchase common stock in connection with a preferred stock financing in March 2016. These common stock warrants allow for the holders to purchase 71,544 shares of common stock at $ 1.21 per share. As of September 30, 2022, all of the common stock warrants were fully exercisable. The common stock warrants expire in 2031. As described in Note 7, on April 1, 2022, the Company issued a warrant to K2HV to purchase 390,056 shares of common stock. This warrant expires in 2032. Reserved Shares The Company has reserved the following shares of common stock for the conversion or exercise of the following securities: SEPTEMBER 30, DECEMBER 31, Exercise of common stock warrants 461,600 71,544 Exercise of options to purchase common stock 4,680,473 3,681,793 Shares available for issuance under employee stock purchase plan 190,888 — Shares available for issuance under equity incentive plans 2,390,982 2,132,067 Total 7,723,943 5,885,404 |
Equity Incentive Plan
Equity Incentive Plan | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plans | 9. Equity Incentive Plans The Company adopted the 2016 Equity Incentive Plan, as amended (the “2016 Plan”) on March 31, 2016. The 2016 Plan provided for the granting of stock options, restricted stock awards, restricted stock units, stock appreciation rights and other stock awards to employees, directors and non-employees. All option awards were granted with an exercise price equal to or greater than the market price of the Company’s stock at the date of grant. Option awards generally vest over three to four years . Certain option awards provide for accelerated vesting if there is a change in control as defined in the 2016 Plan. The provisions of the 2016 Plan allow for early exercises for options that have not yet vested. Early exercises have historically been for a de minimis number of shares. On September 23, 2020, the Company adopted the 2020 Equity Incentive Plan (the “2020 Plan”), which became effective upon the execution of the underwriting agreement related to the IPO and serves as the successor to the 2016 Plan. The 2020 Plan authorizes the award of stock options, restricted stock awards, stock appreciation rights, restricted stock units, cash awards, performance awards and stock bonus awards. The number of shares reserved for issuance under the 2020 Plan increases automatically on January 1 of each fiscal year, through and including January 1, 2030, by the number of shares equal to 5 % of the aggregate number of outstanding shares of common stock as of the immediately preceding December 31, or a lesser number of shares as may be determined by the board of directors (or an authorized committee thereof). On January 1, 2022, the board of directors authorized an increase in the number of shares reserved for issuance under the 2020 Plan by 1,292,458 shares of common stock. At September 30, 2022, there were 2,390,982 shares of common stock available for issuance under the 2020 Plan. On September 23, 2020, the Company adopted the 2020 Employee Stock Purchase Plan (the "ESPP"), which became effective upon the execution of the underwriting agreement related to the IPO. The Company initially reserved 280,000 shares of common stock for sale under the ESPP. The aggregate number of shares reserved for sale under the ESPP increases automatically on January 1st of each fiscal year through and including January 1, 2030, by the number of shares equal to the lesser of (a) 1% of the total number of shares of common stock outstanding on the last day of the fiscal year prior to the date of such automatic increase and (b) 560,000 shares, provided that prior to the date of any such increase, the board of directors may determine a lesser number of shares for such increase. In December 2021, the board of directors determined that there would be no automatic increase in the number of shares of common stock reserved under the ESPP on January 1, 2022. The ESPP provides for six-month offering periods commencing on January 1 and ending on June 30 and commencing on July 1 and ending on December 31 of each calendar year. The Company began its first offering period on January 1, 2022, and issued 89,112 shares of common stock on June 30, 2022 at the end of the offering period. Total stock-based compensation was classified as follows on the unaudited interim condensed consolidated statements of operations (in thousands): THREE MONTHS ENDED NINE MONTHS ENDED 2022 2021 2022 2021 General and administrative $ 1,083 $ 1,222 $ 3,821 $ 2,990 Research and development 557 667 1,979 1,727 Total stock-based compensation $ 1,640 $ 1,889 $ 5,800 $ 4,717 In December 2020, the Company granted an employee an option to purchase 113,000 shares of the Company’s common stock with an exercise price per share equal to the fair value of the Company’s common stock on the date of grant. This grant is included in the outstanding options in the summary table below. The option grant includes three separate tranches (each tranche representing one-third of the total grant) that will each vest four years from the date of grant. This option grant and its tranches are subject to accelerated vesting in the event that the Company achieves certain defined milestones related to the Company’s manufacturing efforts. As of September 30, 2022, the Company determined that the requisite service period for two of the three tranches of this award is four years and recognized $ 0.3 million of stock-based compensation expense for the nine months ended September 30, 2022. Accelerated vesting was considered to be probable for one of the tranches as of September 30, 2022. Accordingly, the Company recognized stock-based compensation expense of $ 0.3 million for this tranche in the nine months ended September 30, 2022, which included a cumulative adjustment reflecting the retroactive application of the accelerated vesting. A summary of option activity for the nine months ended September 30, 2022 is presented below: SHARES WEIGHTED WEIGHTED- AGGREGATE Outstanding at December 31, 2021 3,681,793 $ 10.84 Granted 1,781,525 $ 1.74 Exercised ( 34,863 ) $ 1.77 Canceled, expired or forfeited ( 747,982 ) $ 7.82 Outstanding at September 30, 2022 4,680,473 $ 7.93 7.40 $ — Vested and expected to vest at September 30, 2022 4,680,473 $ 7.93 7.40 $ — Exercisable at September 30, 2022 2,076,887 $ 8.03 5.51 $ 25 The weighted average grant date fair value per share of options granted to employees, directors and non-employee consultants during the nine months ended September 30, 2022 and 2021 was $ 1.27 and $ 11.25 , respectively. The total intrinsic value of options exercised was $ 0.02 million and $ 1.8 million for the nine months ended September 30, 2022 and 2021, respectively. Total unrecognized stock-based compensation expense related to options was $ 12.9 million at September 30, 2022, and is expected to be recognized over a weighted-average period of 2.6 years. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses costs related to such legal proceedings as incurred. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 11. Net Loss Per Share The following securities that could potentially dilute basic net loss per share in the future were not included in the computation of diluted net loss per share for the periods presented, because to do so would have been antidilutive: NINE MONTHS ENDED 2022 2021 Outstanding stock options 4,680,473 3,636,492 Restricted stock — 6,893 Shares available for purchase under employee stock purchase plan 190,888 — Common stock warrants 461,600 71,544 Potential conversion of note payable 2,203,711 — Total 7,536,672 3,714,929 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events The Company has evaluated subsequent events from the balance sheet date through the date on which these financial statements were issued and identified the following: NOF License Agreement On October 31, 2022, the Company entered into a license agreement with NOF Corporation ("NOF"). Under this license agreement, the Company obtained a non-exclusive, worldwide (except with respect to China and other specified territories in Asia), sublicensable (subject to certain limitations) license from NOF under certain patent claims of NOF relating to NOF’s cationic lipid, or NOF Lipid. The NOF Lipid is one of multiple lipids that comprise the proprietary LNP associated with ONCR-021. NOF will supply NOF Lipid to be used for the development, manufacture, and commercialization of Oncorus Products pursuant to a supply agreement to be negotiated and entered into by the parties. The NOF Agreement provides for an initial license payment of $ 0.5 million to NOF upon signing, which will be recorded to research and development expense in October 2022. Additionally, the Company may be obligated to make milestone payments to NOF of up to approximately $ 25 million in the aggregate upon the achievement of specified development and regulatory milestones. In the event that more than one Oncorus Product achieves such milestones, or if an Oncorus Product achieves the specified milestones for additional indications, the Company will be obligated to make additional milestone payments. Such payments would be between approximately $ 5 million and approximately $ 10 million for each such additional product and/or indication. The Company is also obligated to pay NOF royalties on net sales of Oncorus Products at a percentage in the low single digits, subject to standard reductions. The obligation to pay royalties under the NOF Agreement commences on the first commercial sale of the first Oncorus Product anywhere in the licensed territory, and expires on a jurisdiction-by-jurisdiction basis after a specified number of years following the first commercial sale of the first Oncorus Product anywhere in the licensed territory, or if later, the date upon which no licensed patent claim validly exists in such jurisdiction. Nasdaq Compliance Notice On November 1, 2022, the Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that, based on the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing on The Nasdaq Global Market. Nasdaq Listing Rule 5450(a) requires listed securities to maintain a minimum bid price of $ 1.00 per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive business days. The Notice has no immediate effect on the listing of the Company’s Common Stock on The Nasdaq Global Market. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days from receipt of the Notice, or until June 1, 2023, to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Company’s Common Stock must be at least $1.00 per share for a minimum of 10 consecutive business days prior to June 1, 2023 , unless Nasdaq exercises its discretion to extend this period pursuant to Nasdaq Listing Rule 5810(c)(3)(H). The Company intends to monitor the closing bid price of the Company’s Common Stock and consider its available options to resolve the noncompliance with the Minimum Bid Price Requirement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals and estimates that impact the financial statements) which are considered necessary to present fairly the Company’s financial position as of September 30, 2022, its results of operations for the three and nine months ended September 30, 2022 and 2021, its changes in stockholders’ equity for the three and nine months ended September 30, 2022 and 2021 and its cash flows for the nine months ended September 30, 2022 and 2021. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2021, and the notes thereto, which are included in the Company’s Annual Report on Form 10-K (the "Annual Report") filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2022. The condensed consolidated balance sheet data as of December 31, 2021 presented for comparative purposes was derived from the Company’s audited consolidated financial statements but does not include all disclosures required by GAAP. The results for the three and nine months ended September 30, 2022, are not necessarily indicative of the operating results to be expected for the full year or for any other subsequent interim period. The Company’s significant accounting policies are disclosed in the audited consolidated financial statements for the year ended December 31, 2021, included in its Annual Report. Any changes to the Company’s significant accounting policies are further discussed below. |
COVID-19 Pandemic | COVID-19 Pandemic With the ongoing COVID-19 global pandemic, the Company has implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on its employees and its business, including its preclinical studies, its ongoing clinical trial, and its regulatory filings. The Company has taken measures to secure its research and development activities, while work in its laboratories and facilities has been re-organized to reduce risks of COVID-19 transmission. Given the global impact and the other risks and uncertainties associated with the pandemic, the Company’s business, financial condition and results of operations could be materially adversely affected. The Company continues to closely monitor the COVID-19 pandemic and evolve its business continuity plans, clinical development plans and response strategy to mitigate any potential impact. As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, assumptions and judgments or revise the carrying value of its assets or liabilities. Actual results could differ from those estimates, and any such differences may be material to the Company’s financial statements. |
Going Concern | Going Concern At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements of the Company include the accounts of its wholly owned subsidiary, Oncorus Securities Corporation. All intercompany transactions have been eliminated in consolidation. The Company has one operating segment. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, the estimated fair value of the Company’s common stock and share-based awards utilized for stock-based compensation purposes, accrued expenses, and amounts of expenses during the reported period. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances or debt financings as deferred offering costs until such equity issuances or debt financings are consummated. After consummation, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance or debt financing. |
Debt Related Costs | Debt Related Costs The carrying value of the Company’s Term Loan (see Note 7) is recorded net of issuance costs and discount relating to the issuance of warrants and fees paid to the lender. Debt-related costs are amortized over the term of the debt using the effective interest method and recognized as interest expense. |
Warrants | Warrants In accordance with ASC Topic 470-20-25, when the Company issues debt with warrants, the Company treats the warrants as a debt discount, recorded as a contra-liability against the debt, and amortizes the balance over the life of the underlying debt as amortization of debt discount expense in the statements of operations. The offset to the contra-liability is recorded as additional paid-in capital in the Company’s consolidated balance sheet if the warrants are not treated as a derivative or as liability warrants. The Company determines the fair value of the warrants at issuance using the Black-Scholes option pricing model. |
Concentration of Credit Risk and of Significant Suppliers | Concentr ation of Credit Risk and of Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and short-term investments. The Company has all of its cash at one financial institution that management believes to be of high credit quality, in amounts that exceed federally insured limits. The Company invests its excess cash, in line with its investment policy, primarily in money market funds and high credit quality debt instruments. The Company is dependent upon a third-party contract manufacturer and third-party contract research organizations for the performance of portions of its testing for pre-clinical and clinical studies. The Company believes that its relationships with these organizations are satisfactory, and that alternative suppliers of these services are available in the event of the loss of one or more of these suppliers. |
Restricted Cash | Restricted Cash The Company maintains a balance in a segregated bank account in connection with a letter of credit for the benefit of the landlord in connection with its operating lease for its Andover, Massachusetts facility. As of September 30, 2022, restricted cash consisted of $ 3.4 million held for the benefit of the landlord. This amount has been classified as part of non-current assets on the Company's unaudited interim condensed consolidated balance sheets. The Company includes its restricted cash balance in the cash, cash equivalents and restricted cash reconciliation of operating, investing, and financing activities in the unaudited interim condensed consolidated statements of cash flows. The following table provides a reconciliation of cash, cash equivalents and restricted cash in the unaudited interim condensed consolidated balance sheets that sum to the total of the same such amounts shown in the unaudited interim condensed consolidated statements of cash flows: SEPTEMBER 30, 2022 2021 (in thousands) Cash and cash equivalents $ 41,568 $ 145,603 Restricted cash 3,437 2,877 Total cash, cash equivalents and restricted cash shown in the unaudited interim consolidated statements of cash flows $ 45,005 $ 148,480 |
Investments | Investments Short-term investments consist of commercial paper, corporate bonds, asset-backed securities, and U.S. treasury securities with original maturities greater than three months. The Company may sell investments at any time for use in current operations even if the investments have not yet reached maturity. As a result, the Company classifies its investments, including securities with maturities beyond twelve months, as current assets. As of September 30, 2022, all investments are classified as available-for-sale securities, which are recorded at fair value. Unrealized holding gains and losses on available-for-sale securities are reported as a net amount in accumulated other comprehensive income or loss in stockholders’ equity until realized. Purchase premiums and discounts are amortized to other income over the terms of the related securities. Realized gains and losses and declines in fair value that are deemed to be other than temporary are reflected in the statements of operations and comprehensive loss using the specific-identification method. The Company periodically reviews all available-for-sale securities for other than temporary declines in fair value below the cost basis whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company also evaluates whether it has plans or is required to sell short-term investments before recovery of their amortized cost bases. For the nine months ended September 30, 2022 , the Company has not identified any other than temporary declines in fair value of its short-term investments. |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1 —Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 —Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly, such as quoted market prices, interest rates, and yield curves. Level 3 —Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. To the extent a valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company believes that the carrying amounts of prepaid expenses, other current assets, accounts payable, and accrued expenses approximate their fair value due to the short-term nature of those instruments. |
Operating Leases | Operating Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on specific facts and circumstances, the existence of an identified asset(s), if any, and the Company’s control over the use of the identified asset(s), if applicable. The lease liability is measured at the present value of future lease payments, discounted using the discount rate as of the lease commencement date. Future lease payments may include payments that depend on an index or a rate (such as the consumer price index or other market index). The Company initially measures payments based on an index or rate by using the applicable rate at lease commencement and subsequent changes in such rates are recognized as variable lease costs. Variable payments that do not depend on a rate or index are not included in the lease liability and are recognized as they are incurred. The Company’s contracts typically do not have variable payments based on index or rate. The Company’s contracts that include a lease component generally include additional services that are transferred to the lessee (e.g., common-area maintenance services), which are non-lease components. Contracts typically also include other costs and fees that do not provide a separate service to the lessee, such as costs paid by the lessee to reimburse the lessor for administrative costs or payment for the lessor’s costs for property taxes, insurance related to the leased asset, and other lessor costs. The Company elected the practical expedient to account for the lease and its associated non-lease components as a single lease component for its real estate leases, including the office, lab, and its manufacturing space. When readily determinable, the discount rate used to calculate the lease liability is the rate implicit in the lease. As the Company's leases typically do not provide an implicit rate, the Company uses its incremental borrowing rate based on the lease term and economic environment at the lease commencement date. The lease term used to calculate the lease liability includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. With limited exceptions, the nature of the Company's facility leases is such that there are no economic or other conditions that would indicate that it is reasonably certain at lease commencement that the Company will exercise options to extend the term. The Company recognizes a corresponding right-of-use (“ROU”) asset, initially measured as the amount of lease liability, adjusted for any initial lease costs or lease payments made before or at the commencement of the lease, and reduced by any lease incentives. In certain instances when there is unpredictability of payout of leasehold improvement reimbursements, the ROU asset and lease liability will be adjusted on a prospective basis as construction related to leasehold improvements is performed over the life of the lease. The Company’s leases consist of only operating leases. Operating leases are recognized on the balance sheet as ROU assets, lease liabilities current and lease liabilities non-current. Fixed rents are included in the calculation of the lease balances while certain variable costs paid for certain operating and pass-through costs are excluded. Lease expense is recognized over the expected lease term on a straight-line basis. For leases with a term of one year or less, or short-term leases, the Company has elected to not recognize the lease liability for these arrangements and the lease payments are recognized in the consolidated statements of operations and comprehensive loss. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This amendment requires a buyer that uses supplier finance programs to make annual disclosures about the program’s key terms, the balance sheet presentation of related amounts, the confirmed amount outstanding at the end of the period, and associated rollforward information. Only the amount outstanding at the end of the period must be disclosed in interim periods. The amendments are effective for all entities for fiscal years beginning after December 15, 2022 on a retrospective basis, including interim periods within those fiscal years, except for the requirement to disclose rollforward information, which is effective prospectively for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company is currently reviewing the provisions of this new pronouncement, but does not expect this guidance will have a material impact on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This amendment simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. It also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and simplifies the diluted earnings per share calculation in certain areas. ASU No. 2020-06 is effective for public companies for annual periods beginning after December 15, 2021, including interim periods within those fiscal years. The Company early adopted the provisions of ASU 2020-06 effective January 1, 2022, using the modified retrospective method for transition with no significant impact on its consolidated financial statements at the time of adoption. There have been no other issued accounting pronouncements other than those described in the Company’s audited financial statements as of and for the year ended December 31, 2021, and the notes thereto, which are included in the Annual Report, that will have a material effect on the Company's consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary Of Significant Accounting Policies [Abstract] | |
Summary of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash in the unaudited interim condensed consolidated balance sheets that sum to the total of the same such amounts shown in the unaudited interim condensed consolidated statements of cash flows: SEPTEMBER 30, 2022 2021 (in thousands) Cash and cash equivalents $ 41,568 $ 145,603 Restricted cash 3,437 2,877 Total cash, cash equivalents and restricted cash shown in the unaudited interim consolidated statements of cash flows $ 45,005 $ 148,480 |
Cash Equivalents and Investme_2
Cash Equivalents and Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Summary of amortized cost and fair value of our cash equivalents and investments | The following tables summarize the amortized cost and fair value of the Company's cash equivalents and investments (in thousands): SEPTEMBER 30, 2022 AMORTIZED COST BASIS GROSS UNREALIZED GAINS GROSS UNREALIZED LOSSES ESTIMATED FAIR VALUE Cash Equivalents Money market funds $ 31,866 $ — $ — $ 31,866 U.S. treasury securities $ 5,557 $ 1 $ — $ 5,558 Total Cash Equivalents $ 37,423 $ 1 $ — $ 37,424 Investments Commercial paper $ 23,886 $ — $ — $ 23,886 Corporate bonds 3,001 — ( 15 ) 2,986 U.S. treasury securities 13,142 — ( 59 ) 13,083 Total Investments $ 40,029 $ — $ ( 74 ) $ 39,955 DECEMBER 31, 2021 AMORTIZED COST BASIS GROSS UNREALIZED GAINS GROSS UNREALIZED LOSSES ESTIMATED FAIR VALUE Cash Equivalents Money market funds $ 98,900 $ — $ — $ 98,900 Total Cash Equivalents $ 98,900 $ — $ — $ 98,900 Investments Commercial paper $ 11,084 $ — $ — $ 11,084 Asset-backed securities 2,020 — ( 2 ) 2,018 U.S. treasury securities 4,812 — ( 8 ) 4,804 Corporate bonds 5,271 — ( 4 ) 5,267 Total Investments $ 23,187 $ — $ ( 14 ) $ 23,173 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): FAIR VALUE MEASUREMENTS LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Assets: Money market funds $ 31,866 $ — $ — $ 31,866 U.S. treasury securities 18,641 — — 18,641 Commercial paper — 23,886 — 23,886 Corporate bonds — 2,986 — 2,986 Total Assets $ 50,507 $ 26,872 $ — $ 77,379 FAIR VALUE MEASUREMENTS LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Assets: Money market funds $ 98,900 $ — $ — $ 98,900 U.S. treasury securities 4,804 — — 4,804 Commercial paper — 11,084 — 11,084 Asset-backed securities — 2,018 — 2,018 Corporate bonds — 5,267 — 5,267 Total Assets $ 103,704 $ 18,369 $ — $ 122,073 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Other Supplemental Information Related to Leases | Other supplemental information related to leases is as follows: AS OF AND FOR 2022 2021 Weighted average remaining lease term 14.2 years 13.8 years Weighted average discount rate 7.7 % 8.5 % Cash paid for amounts included in the measurement of lease liabilities (in thousands) $ 4,129 $ 1,143 |
Summary of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities are as follows as of September 30, 2022 (in thousands): Year Amount 2022 $ 1,245 2023 4,850 2024 4,995 2025 5,145 2026 5,299 Thereafter 62,572 Total lease payments 84,106 Less imputed interest ( 34,821 ) Total lease liabilities $ 49,285 Current portion 1,138 Long-term portion 48,147 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consisted of the following (in thousands): SEPTEMBER 30, DECEMBER 31, Accrued research and development costs $ 3,535 $ 1,474 Accrued leasehold improvement costs 6,457 999 Accrued compensation 2,704 2,697 Accrued professional fees 599 846 Accrued interest expense 166 — Miscellaneous accrued expenses 386 468 Total accrued expenses and other liabilities $ 13,847 $ 6,484 |
Convertible Debt (Tables)
Convertible Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Future Principal Debt Payments on the Loan Agreement | Future principal debt payments on the Loan Agreement are as follows (in thousands): SEPTEMBER 30, 2022 $ — 2023 — 2024 6,187 2025 10,146 2026 3,667 Total principal payments 20,000 Final Fee 1,090 Total principal payments and Final Fee 21,090 Less: Unamortized debt discount ( 849 ) Less: Unamortized debt issuance costs ( 71 ) Less: Unaccreted Final Fee ( 913 ) Term loan, non-current $ 19,257 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Reserved Shares of Common Stock | The Company has reserved the following shares of common stock for the conversion or exercise of the following securities: SEPTEMBER 30, DECEMBER 31, Exercise of common stock warrants 461,600 71,544 Exercise of options to purchase common stock 4,680,473 3,681,793 Shares available for issuance under employee stock purchase plan 190,888 — Shares available for issuance under equity incentive plans 2,390,982 2,132,067 Total 7,723,943 5,885,404 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Total Stock-based Compensation Including Both Stock Option Awards and Restricted Stock | Total stock-based compensation was classified as follows on the unaudited interim condensed consolidated statements of operations (in thousands): THREE MONTHS ENDED NINE MONTHS ENDED 2022 2021 2022 2021 General and administrative $ 1,083 $ 1,222 $ 3,821 $ 2,990 Research and development 557 667 1,979 1,727 Total stock-based compensation $ 1,640 $ 1,889 $ 5,800 $ 4,717 |
Summary of Option Activity | A summary of option activity for the nine months ended September 30, 2022 is presented below: SHARES WEIGHTED WEIGHTED- AGGREGATE Outstanding at December 31, 2021 3,681,793 $ 10.84 Granted 1,781,525 $ 1.74 Exercised ( 34,863 ) $ 1.77 Canceled, expired or forfeited ( 747,982 ) $ 7.82 Outstanding at September 30, 2022 4,680,473 $ 7.93 7.40 $ — Vested and expected to vest at September 30, 2022 4,680,473 $ 7.93 7.40 $ — Exercisable at September 30, 2022 2,076,887 $ 8.03 5.51 $ 25 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities that could potentially dilute basic net loss per share in the future were not included in the computation of diluted net loss per share for the periods presented, because to do so would have been antidilutive: NINE MONTHS ENDED 2022 2021 Outstanding stock options 4,680,473 3,636,492 Restricted stock — 6,893 Shares available for purchase under employee stock purchase plan 190,888 — Common stock warrants 461,600 71,544 Potential conversion of note payable 2,203,711 — Total 7,536,672 3,714,929 |
Nature of the Business and Li_2
Nature of the Business and Liquidity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Feb. 17, 2021 | Oct. 14, 2020 | Oct. 06, 2020 | Nov. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Accounting Policies [Line Items] | ||||||||
Proceeds from Issuance of Common Stock | $ 53,000 | $ 52,983 | $ 0 | $ 52,983 | ||||
Stock Issued During Period, Shares, New Issues | 3,000,000 | |||||||
Share issue price | $ 19 | |||||||
Gross proceeds from issuance initial public offering | $ 98,400 | |||||||
Proceeds from issuance of initial public offer | $ 88,300 | |||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||
Proceeds from issuance of common stock, gross | $ 57,000 | |||||||
Aggregate gross proceeds | $ 50,000 | |||||||
Common Stock [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 3,000,000 | |||||||
Convertible preferred stock, shares | 14,951,554 | |||||||
IPO [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 757,991 | 5,800,000 | ||||||
Share issue price | $ 15 | $ 15 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 USD ($) Segment | Sep. 30, 2021 USD ($) | |
Accounting Policies [Abstract] | ||
Number of operating segments | Segment | 1 | |
Restricted cash | $ | $ 3,437 | $ 2,877 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 41,568 | $ 100,752 | $ 145,603 | |
Restricted cash | 3,437 | 2,877 | ||
Cash, cash equivalents and restricted cash at end of period | $ 45,005 | $ 104,189 | $ 148,480 | $ 133,182 |
Cash Equivalents and Investme_3
Cash Equivalents and Investments - Summary of amortized cost and fair value of our cash equivalents and investments (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | $ 40,029 | $ 23,187 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (74) | (14) |
Estimated Fair Value | 39,955 | 23,173 |
Money Market Funds [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost, Cash Equivalents | 31,866 | 98,900 |
Gross Unrealized Gains, Cash Equivalents | 0 | 0 |
Gross Unrealized Losses, Cash Equivalents | 0 | 0 |
Estimated Fair Value, Cash Equivalents | 31,866 | 98,900 |
Commercial Paper [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 23,886 | 11,084 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 23,886 | 11,084 |
Asset-Backed Securities [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 2,020 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (2) | |
Estimated Fair Value | 2,018 | |
US Treasury Securities [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost, Cash Equivalents | 5,557 | |
Gross Unrealized Gains, Cash Equivalents | 1 | |
Gross Unrealized Losses, Cash Equivalents | 0 | |
Estimated Fair Value, Cash Equivalents | 5,558 | |
Amortized Cost | 13,142 | 4,812 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (59) | (8) |
Estimated Fair Value | 13,083 | 4,804 |
Corporate Debt Securities [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 3,001 | 5,271 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (15) | (4) |
Estimated Fair Value | 2,986 | 5,267 |
Cash Equivalents [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost, Cash Equivalents | 37,423 | 98,900 |
Gross Unrealized Gains, Cash Equivalents | 1 | 0 |
Gross Unrealized Losses, Cash Equivalents | 0 | 0 |
Estimated Fair Value, Cash Equivalents | $ 37,424 | $ 98,900 |
Cash Equivalents and Investme_4
Cash Equivalents and Investments - Additional Information (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Cash and Cash Equivalents [Abstract] | |
Realized gains or losses recognized | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value On a Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | $ 77,379 | $ 122,073 |
Money Market Funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 31,866 | 98,900 |
US Treasury Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 18,641 | 4,804 |
Commercial Paper [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 23,886 | 11,084 |
Asset-Backed Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 2,018 | |
Corporate Bonds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 2,986 | 5,267 |
Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 50,507 | 103,704 |
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 31,866 | 98,900 |
Level 1 [Member] | US Treasury Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 18,641 | 4,804 |
Level 1 [Member] | Commercial Paper [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Level 1 [Member] | Asset-Backed Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 0 | |
Level 1 [Member] | Corporate Bonds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 26,872 | 18,369 |
Level 2 [Member] | Commercial Paper [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 23,886 | 11,084 |
Level 2 [Member] | Asset-Backed Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 2,018 | |
Level 2 [Member] | Corporate Bonds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | $ 2,986 | $ 5,267 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 13, 2022 USD ($) | Sep. 30, 2022 USD ($) ft² | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) ft² | Sep. 30, 2021 USD ($) | |
Lessee Lease Description [Line Items] | |||||
Lease incentive related to reimbursable leasehold improvements | $ 14.9 | $ 14.9 | |||
Leasehold improvement costs capitalized | 35.6 | ||||
Leasehold improvement costs reimbursed | 10.3 | ||||
Letter Of Credit Member | |||||
Lessee Lease Description [Line Items] | |||||
Pledged letter of credit | $ 3.4 | $ 3.4 | |||
Pod4 [Member] | |||||
Lessee Lease Description [Line Items] | |||||
Area of Land | ft² | 33,518 | 33,518 | |||
Pod 3 [Member] | |||||
Lessee Lease Description [Line Items] | |||||
Area of Land | ft² | 17,150 | 17,150 | |||
Pod5 [Member] | |||||
Lessee Lease Description [Line Items] | |||||
Area of Land | ft² | 54,666 | 54,666 | |||
CambridgeMassachusetts [Member] | |||||
Lessee Lease Description [Line Items] | |||||
Operating lease liability right of use asset gain recognized | $ 0.5 | ||||
Andover, Massachusetts [Member] | |||||
Lessee Lease Description [Line Items] | |||||
Lessee, operating lease, option to extend | the Company has two options to extend the term of the lease for a period of ten years each | ||||
Lab Space [Member] | |||||
Lessee Lease Description [Line Items] | |||||
OperatingLeaseRentalExpense | $ 0.9 | $ 1.4 | $ 4 | $ 4.2 | |
Short Term Lease Expense [Member] | |||||
Lessee Lease Description [Line Items] | |||||
OperatingLeaseRentalExpense | $ 0.7 | $ 0.5 | $ 2.3 | $ 1.3 |
Leases - Summary of Other Suppl
Leases - Summary of Other Supplemental Information Related to Leases (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Weighted average remaining lease term | 14 years 2 months 12 days | 13 years 9 months 18 days |
Weighted average discount rate | 7.70% | 8.50% |
Cash paid for amounts included in the measurement of lease liabilities (in thousands) | $ 4,129 | $ 1,143 |
Leases - Summary of Maturities
Leases - Summary of Maturities of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | ||
2022 | $ 1,245 | |
2023 | 4,850 | |
2024 | 4,995 | |
2025 | 5,145 | |
2026 | 5,299 | |
Thereafter | 62,572 | |
Total lease payments | 84,106 | |
Less imputed interest | (34,821) | |
Total lease liabilities | 49,285 | |
Lease liability - current portion | 1,138 | $ 1,684 |
Lease liability - net of current portion | $ 48,147 | $ 50,388 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities - Summary of Accrued Expenses and Other Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued research and development costs | $ 3,535 | $ 1,474 |
Accrued leasehold improvement costs | 6,457 | 999 |
Accrued compensation | 2,704 | 2,697 |
Accrued professional fees | 599 | 846 |
Accrued interest expense | 166 | 0 |
Miscellaneous accrued expenses | 386 | 468 |
Total accrued expenses and other liabilities | $ 13,847 | $ 6,484 |
Accrued Expenses and Other Li_4
Accrued Expenses and Other Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Other Liabilities, Noncurrent | $ 152 | $ 203 |
Convertible Debt (Additional In
Convertible Debt (Additional Information) (Details) - USD ($) | 9 Months Ended | |
Apr. 01, 2022 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | ||
Final Fee | $ 1,090,000 | |
Warrant exercisable for common stock | 390,056 | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 45,000,000 | |
Principal in Term Loans | $ 5,000,000 | |
Term Loan Variable Interest Rate | 4.25% | 10.50% |
Final Fee | 5.45% | |
Debt instrument interest rate, terms | The term loans bear a variable interest rate equal to the greater of 7.75% and (ii) the sum of (A) the prime rate last quoted in The Wall Street Journal (or a comparable replacement rate if The Wall Street Journal ceases to quote such rate) and (B) 4.25%. The variable interest rate at September 30, 2022, was 10.5%. Upon final payment or prepayment of the loans, the Company must pay a final payment equal to 5.45% of the loans borrowed (the "Final Fee"), which is being accrued to interest expense over the term of the loan. The Company has an option to prepay the loans in whole, subject to a prepayment fee of 3% prior to the first anniversary of the April 1, 2022, funding date, 2% after the first anniversary but prior the second anniversary of the funding date, and 1% thereafter if prior to the maturity date. | |
Common Stock Conversion Price | $ 2,268.9000 | |
Warrant to purchase a number of shares | 2.95% | |
Warrants or rights, exercise price | $ 1.5126 | |
Warrants to purchase a maximum number of shares | 877,627 | |
Warrant Expiry Date | Apr. 01, 2032 | |
Warrant exercisable for common stock | 390,056 | |
Issuance cost | $ 500,000 | |
Interest rate | 14% | |
Interest expense | $ 900,000 | |
Interest expense, debt amortization | $ 400,000 | |
Term Loan | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Term Loan Variable Interest Rate | 7.75% | |
Tranche One | Term Loan | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 20,000,000 | |
Tranche Two [Member] | Term Loan | ||
Debt Instrument [Line Items] | ||
Principal amount | 5,000,000 | |
Tranche Three | Term Loan | ||
Debt Instrument [Line Items] | ||
Principal amount | 15,000,000 | |
Term loan reduced | 10,000,000 | |
Tranche four | Term Loan | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 10,000,000 | |
Facility fee | 1% | |
Prior to first anniversary | Term Loan | ||
Debt Instrument [Line Items] | ||
Prepayment fee | 3% | |
Prior to second anniversary | Term Loan | ||
Debt Instrument [Line Items] | ||
Prepayment fee | 2% | |
Prior to maturity | Term Loan | ||
Debt Instrument [Line Items] | ||
Prepayment fee | 1% |
Convertible Debt - Schedule of
Convertible Debt - Schedule of Future Principal Debt Payments on the Loan Agreement (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Long-Term Debt, Rolling Maturity [Abstract] | ||
2022 | $ 0 | |
2023 | 0 | |
2024 | 6,187 | |
2025 | 10,146 | |
2026 | 3,667 | |
Total principal payments | 20,000 | |
Final Fee | 1,090 | |
Total principal payments and Final Fee | 21,090 | |
Less: Unamortized debt discount | (849) | |
Less: Unamortized debt issuance costs | (71) | |
Less: Unaccreted Final Fee | (913) | |
Term loan, non-current | $ 19,257 | $ 0 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Sep. 30, 2022 | Apr. 01, 2022 | Dec. 31, 2021 | |
Common stock, voting rights | Each share of the Company's common stock is entitled to one vote | |||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | ||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Warrants or rights, number of shares called | 461,600 | 71,544 | ||
Warrant exercisable for common stock | 390,056 | |||
Common Stock Warrants [Member] | ||||
Warrants or rights, number of shares called | 71,544 | |||
Warrants or rights, exercise price | $ 1.21 | |||
Restricted Stock [Member] | Founders [Member] | ||||
Share based payment award, award vesting period | 4 years | |||
Share-based payment award, award vesting percentage | 25% |
Common Stock - Summary of Reser
Common Stock - Summary of Reserved Shares of Common Stock (Detail) - shares | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 23, 2020 |
Exercise of common stock warrants | 461,600 | 71,544 | |
Exercise of options to purchase common stock | 4,680,473 | 3,681,793 | |
Shares available for issuance under equity incentive plans | 2,390,982 | 2,132,067 | |
Total | 7,723,943 | 5,885,404 | |
Shares available for issuance under employee stock purchase plan [Member] | |||
Total | 190,888 | 0 | 280,000 |
Exercise of options to purchase common stock [Member] | |||
Exercise of options to purchase common stock | 4,680,473 | 3,681,793 |
Equity Incentive Plan - Additio
Equity Incentive Plan - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jan. 01, 2022 | Sep. 23, 2020 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares available for issuance under equity incentive plans | 2,390,982 | 2,390,982 | 2,132,067 | ||||||
Share based payments shares increase decrease | 1,292,458 | ||||||||
Shares available for issuance under employee stock purchase plan | 7,723,943 | 7,723,943 | 5,885,404 | ||||||
Share based payment awards options granted | 1,781,525 | ||||||||
Share-based payment arrangement, expense | $ 1,640 | $ 1,889 | $ 5,800 | $ 4,717 | |||||
Unrecognized compensation expense related to stock options weighted average period | 2 years 7 months 6 days | ||||||||
Common Stock [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Issuance of common stock under employee stock purchase plans, Shares | 89,112 | ||||||||
2016 Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Weighted average grant date fair value of options granted | $ 1.27 | $ 11.25 | |||||||
Aggregate intrinsic value, options exercised | $ 20 | $ 1,800 | |||||||
Unrecognized compensation expense related to stock options | $ 12,900 | $ 12,900 | |||||||
2016 Plan [Member] | Restricted Stock [Member] | Minimum [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share based payment award, award vesting period | 3 years | ||||||||
2016 Plan [Member] | Restricted Stock [Member] | Maximum [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share based payment award, award vesting period | 4 years | ||||||||
2016 Plan [Member] | Performance Share [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share based payment award, award vesting period | 4 years | ||||||||
Share based payment awards options granted | 113,000 | ||||||||
Share based payment award, requisite service period | 4 years | ||||||||
Share-based payment arrangement, expense | $ 300 | ||||||||
2020 Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares available for issuance under equity incentive plans | 2,390,982 | 2,390,982 | |||||||
2020 Plan [Member] | Restricted Stock [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share based payment award description | The number of shares reserved for issuance under the 2020 Plan increases automatically on January 1 of each fiscal year, through and including January 1, 2030, by the number of shares equal to 5% of the aggregate number of outstanding shares of common stock as of the immediately preceding December 31, or a lesser number of shares as may be determined by the board of directors (or an authorized committee thereof). | ||||||||
Share based payments shares increase/decrease | 500% | ||||||||
Shares available for issuance under employee stock purchase plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share based payment award description | The aggregate number of shares reserved for sale under the ESPP increases automatically on January 1st of each fiscal year through and including January 1, 2030, by the number of shares equal to the lesser of (a) 1% of the total number of shares of common stock outstanding on the last day of the fiscal year prior to the date of such automatic increase and (b) 560,000 shares, provided that prior to the date of any such increase, the board of directors may determine a lesser number of shares for such increase. | ||||||||
Share based payments shares increase decrease | 560,000 | 0 | |||||||
Shares available for issuance under employee stock purchase plan | 280,000 | 190,888 | 190,888 | 0 |
Equity Incentive Plan - Summary
Equity Incentive Plan - Summary of Total Stock-based Compensation Including Both Stock Option Awards and Restricted Stock (Detail) - 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] | ||||
Share based compensation expenses | $ 1,640 | $ 1,889 | $ 5,800 | $ 4,717 |
General and Administrative [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share based compensation expenses | 1,083 | 1,222 | 3,821 | 2,990 |
Research and Development [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share based compensation expenses | $ 557 | $ 667 | $ 1,979 | $ 1,727 |
Equity Incentive Plan - Summa_2
Equity Incentive Plan - Summary of Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Shares, Outstanding | 3,681,793 |
Shares, Granted | 1,781,525 |
Shares, Exercised | (34,863) |
Shares, Canceled, expired or forfeited | (747,982) |
Shares, Outstanding | 4,680,473 |
Shares, Vested and expected to vest | 4,680,473 |
Shares, Exercisable | 2,076,887 |
Weighted average exercise price, Outstanding | $ 10.84 |
Weighted average exercise price, Granted | 1.74 |
Weighted average exercise price, Exercised | 1.77 |
Weighted average exercise price, Canceled, expired or forfeited | 7.82 |
Weighted average exercise price, Outstanding | 7.93 |
Weighted average exercise price, Vested and expected to vest | 7.93 |
Weighted average exercise price, Exercisable | $ 8.03 |
Weighted- Average remaining contractual term (years), Outstanding | 7 years 4 months 24 days |
Weighted- Average remaining contractual term (years), Vested and expected to vest | 7 years 4 months 24 days |
Weighted- Average remaining contractual term (years), Exercisable | 5 years 6 months 3 days |
Aggregate intrinsic value, Outstanding | $ 0 |
Aggregate intrinsic value, Vested and expected to vest | 0 |
Aggregate intrinsic value, Exercisable | $ 25 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities dilute basic net loss per share | 7,536,672 | 3,714,929 |
Employee Stock Purchase Plan [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities dilute basic net loss per share | 190,888 | 0 |
Outstanding Stock Options [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities dilute basic net loss per share | 4,680,473 | 3,636,492 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities dilute basic net loss per share | 0 | 6,893 |
Common stock warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities dilute basic net loss per share | 461,600 | 71,544 |
Potential Conversion of Note Payable [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities dilute basic net loss per share | 2,203,711 | 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Millions | Nov. 01, 2022 | Oct. 31, 2022 |
Subsequent Event [Line Items] | ||
Minimum bid price per share | $ 1 | |
Nasdaq capital market descriptions | Company’s Common Stock must be at least $1.00 per share for a minimum of 10 consecutive business days prior to June 1, 2023 | |
Research and Development [Member] | NOF License Agreement | ||
Subsequent Event [Line Items] | ||
Initial payment made | $ 0.5 | |
Milestone payments for first product achieving such milestones | 25 | |
Milestone payments for each additional product achieving such milestones | 5 | |
Milestone payments for each additional indication on same product achieving such milestones | $ 10 |