Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 06, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | IMARA INC. | ||
Document Type | 10-K | ||
Trading Symbol | IMRA | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 26,233,901 | ||
Entity Public Float | $ 20,818,052 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001672619 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Title of 12(b) Security | Common stock, par value $0.001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 001-39247 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 81-1523849 | ||
Entity Address, Address Line One | 309 Beacon Street, | ||
Entity Address, Address Line Two | Suite 300 | ||
Entity Address, Address Line Three | Office 341 | ||
Entity Address, City or Town | Brookline | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02446 | ||
City Area Code | 617 | ||
Local Phone Number | 927-9989 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Firm ID | 42 | ||
Auditor Location | Boston, Massachusetts | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for its 2023 Annual Meeting of Stockholders, which the registrant intends to file with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of the registrant’s fiscal year ended December 31, 2022, are incorporated by reference into Part III of this Annual Report on Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 88,198 | $ 48,309 |
Short-term investments | 41,969 | |
Prepaid expenses and other current assets | 1,438 | 2,418 |
Total current assets | 89,636 | 92,696 |
Property and equipment, net | 250 | |
Right of use assets - operating leases | 525 | |
Other assets | 2,323 | 175 |
Total assets | 91,959 | 93,646 |
Current liabilities: | ||
Accounts payable | 149 | 2,360 |
Accrued expenses and other current liabilities | 1,681 | 4,604 |
Operating lease liability, current | 246 | |
Total current liabilities | 1,830 | 7,210 |
Operating lease liability, non-current | 406 | |
Total liabilities | 1,830 | 7,616 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value per share; 10,000,000 shares authorized; no shares issued or outstanding as of December 31, 2022 and December 31, 2021 | ||
Common stock, par value of $0.001 per share; 200,000,000 shares authorized; 26,287,264 shares issued and outstanding as of December 31, 2022 and 2021 | 27 | 27 |
Additional paid-in capital | 236,111 | 233,516 |
Accumulated other comprehensive (loss) income | (16) | |
Accumulated deficit | (146,009) | (147,497) |
Total stockholders' equity | 90,129 | 86,030 |
Total liabilities and stockholders’ equity | $ 91,959 | $ 93,646 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 26,287,264 | 26,287,264 |
Common stock, shares outstanding | 26,287,264 | 26,287,264 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 18,940 | $ 38,442 |
General and administrative | 15,330 | 13,000 |
Total operating expenses | 34,270 | 51,442 |
Gain on Asset Sale | 35,000 | |
Income (loss) from operations | 730 | (51,442) |
Total other income, (net): | ||
Interest income | 943 | 233 |
Other income (expense) | (97) | (175) |
Total other income, (net) | 846 | 58 |
Net income (loss) before income tax provision | 1,576 | (51,384) |
Income tax provision | 88 | |
Net income (loss) attributable to common stockholders—basic and diluted | $ 1,488 | $ (51,384) |
Net income (loss) per share applicable to common stockholders—basic | $ 0.06 | $ (2.37) |
Net income (loss) per share applicable to common stockholders—diluted | $ 0.06 | $ (2.37) |
Weighted-average common shares outstanding—basic | 26,287,264 | 21,661,450 |
Weighted-average common shares outstanding—diluted | 26,385,567 | 21,661,450 |
Comprehensive income (loss): | ||
Net income (loss) | $ 1,488 | $ (51,384) |
Other comprehensive income (loss): | ||
Unrealized gain (loss) on investments | (20) | |
Realized gain (loss) on investments | 16 | |
Comprehensive income (loss) | $ 1,504 | $ (51,404) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands | Total | July 2021 Offering | COMMON STOCK | COMMON STOCK July 2021 Offering | ADDITIONAL PAID-IN CAPITAL | ADDITIONAL PAID-IN CAPITAL July 2021 Offering | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ACCUMULATED DEFICIT |
Beginning balance at Dec. 31, 2020 | $ 84,435 | $ 18 | $ 180,526 | $ 4 | $ (96,113) | |||
Beginning balance, shares at Dec. 31, 2020 | 17,548,263 | |||||||
Issuance of common stock under ATM offering, net of issuance costs | $ 48,240 | $ 9 | $ 48,231 | |||||
Issuance of common stock under ATM offering, net of issuance costs, shares | 8,564,624 | |||||||
Exercise of stock options and issuance of stock under the Employee Stock Purchase Plan | 914 | 914 | ||||||
Exercise of stock options and issuance of stock under the Employee Stock Purchase Plan, shares | 174,377 | |||||||
Stock-based compensation expense | 3,845 | 3,845 | ||||||
Unrealized gain (loss) on investments | (20) | (20) | ||||||
Net income (loss) | (51,384) | (51,384) | ||||||
Ending balance at Dec. 31, 2021 | 86,030 | $ 27 | 233,516 | (16) | (147,497) | |||
Ending balance, shares at Dec. 31, 2021 | 26,287,264 | |||||||
Stock-based compensation expense | 2,595 | 2,595 | ||||||
Realized gain (loss) on investments | 16 | $ 16 | ||||||
Net income (loss) | 1,488 | 1,488 | ||||||
Ending balance at Dec. 31, 2022 | $ 90,129 | $ 27 | $ 236,111 | $ (146,009) | ||||
Ending balance, shares at Dec. 31, 2022 | 26,287,264 |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
July 2021 Offering | |
Stock issuance costs | $ 579 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 1,488 | $ (51,384) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Stock-based compensation expense | 2,595 | 3,845 |
Depreciation expense | 611 | 99 |
Amortization and accretion on investments | 109 | 155 |
Non-cash lease expense | (11) | |
Gain on Asset Sale | (35,000) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 980 | (235) |
Accounts payable | (2,213) | 389 |
Accrued expenses and other current liabilities | (4,013) | 393 |
Operating lease assets and liabilities, net | (114) | (33) |
Net cash used in operating activities | (35,568) | (46,771) |
Cash flows from investing activities: | ||
Proceeds from maturities and sales of short-term investments | 41,878 | 45,937 |
Proceeds from Asset Sale | 35,000 | |
Purchases of short-term investments | (47,557) | |
Purchases of property and equipment | (363) | (12) |
Net cash provided by (used in) investing activities | 76,515 | (1,632) |
Cash flows from financing activities: | ||
Proceeds from July 2021 Offering, net of underwriting discounts and commissions | 47,000 | |
Proceeds from ATM offering, net of underwriting discounts and commissions | 1,819 | |
Proceeds from exercise of options | 860 | |
Payment of transaction costs | (1,233) | (578) |
Net cash (used in) provided by financing activities | (1,233) | 49,101 |
Net increase in cash, cash equivalents and restricted cash | 39,714 | 698 |
Cash, cash equivalents and restricted cash, beginning of period | 48,484 | 47,786 |
Cash, cash equivalents and restricted cash, end of period | 88,198 | 48,484 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Offering costs included in accounts payable and accrued expenses | 1,090 | 1 |
Right of use asset obtained in exchange for lease liabilities | 1,886 | |
Unrealized gain (loss) on investments | $ (20) | |
Realized gain (loss) on investments | $ 16 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Cash Flows [Abstract] | |||
Cash and cash equivalents | $ 88,198 | $ 48,309 | |
Restricted cash (included in other assets) | 175 | ||
Total cash, cash equivalents and restricted cash | $ 88,198 | $ 48,484 | $ 47,786 |
Nature of the Business
Nature of the Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of the Business | 1. Nature of the Business IMARA Inc. (“IMARA” or the “Company”) is a biopharmaceutical company that has been dedicated to developing and commercializing novel therapeutics to treat patients suffering from serious diseases On April 5, 2022, the Company announced the results from interim analyses of its Ardent Phase 2b clinical trial of tovinontrine (IMR-687) in patients with sickle cell disease (“SCD”) and Forte Phase 2b clinical trial of tovinontrine in patients with ß-thalassemia. Based on the data generated by these interim analyses, the Company decided to discontinue the Ardent and Forte trials as well as the further development of tovinontrine in SCD and ß-thalassemia. The Company also decided to discontinue development of tovinontrine in heart failure with preserved ejection fraction, as well as its development plans with respect to IMR-261. In connection with these events, the Company’s Board of Directors approved a reduction in workforce designed to substantially reduce the Company’s operating expenses while it undertakes a comprehensive assessment of its strategic options to maximize stockholder value. The workforce reduction was completed as of September 30, 2022 and the Company incurred approximately $2.1 million of expenses comprised of notice and employee severance and retention payments. On September 6, 2022, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Cardurion Pharmaceuticals, Inc. (“Cardurion”), discussed further in Note 7, providing for the sale of tovinontrine and all other assets of the Company related to its PDE9 program (the “Asset Sale”) in exchange for a $35.0 million upfront payment and future contingent payments. The Company completed the Asset Sale on November 10, 2022. On October 13, 2022, the Company, Iguana Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and Enliven Therapeutics, Inc., a Delaware corporation (“Enliven”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Enliven, with Enliven continuing as a wholly owned subsidiary of IMARA and the surviving corporation of the merger (the “Merger”). If the Merger is completed, the business of Enliven will continue as the business of the combined organization. Consummation of Merger Agreement is subject to customary closing conditions, including, without limitation, approval of the sale by the Company’s stockholders. Liquidity The Company has incurred recurring negative operating cash flows since inception and has funded its operations primarily from the sale of convertible preferred stock and proceeds from the IPO and subsequent common stock offerings. As of December 31, 2022, the Company had cash and cash equivalents of $88.2 million and an accumulated deficit of $146.0 million. The Company expects to incur operating losses and negative operating cash flows to in the foreseeable future. On April 1, 2021, the Company filed a Registration Statement on Form S-3 (the “Shelf”) with the SEC in relation to the registration and potential future issuance of common stock, preferred stock, debt securities, warrants and/or units of any combination thereof in the aggregate amount of up to $200.0 million. The Shelf was declared effective on April 8, 2021. The Company also simultaneously entered into a sales agreement with Cantor Fitzgerald & Co, LLC, as sales agent, providing for the offering, issuance and sale by the Company of up to an aggregate $75.0 million of its common stock from time to time in “at-the-market” offerings under the Shelf. As of December 31, 2022, the Company had issued and sold 231,291 shares of common stock under the sales agreement, resulting in net proceeds of $1.4 million after deducting commissions and offering expenses. No sales were made under the sales agreement during the twelve months ended December 31, 2022. On July 16, 2021, the Company completed a public offering of shares of its common stock. In connection with the offering, the Company issued and sold As described above, the Company made the decision to discontinue development of tovinontrine in sickle cell disease, β-thalassemia and heart failure with preserved ejection fraction, as well to discontinue its development plans with respect to IMR-261. As a result, the Company believes its cash and cash equivalents as of December 31 , 2022 will be sufficient to fund its operating expense requirements for at least twelve months from the date of filing of this Annual Report on Form 10- K . In the event that the Company does not complete the Merger, the Company (i) may elect to pursue a dissolution and liquidation of the Company, (ii) may pursue another strategic transaction or (iii) may resume research and development activities. If the Company decides to pursue any future product development efforts, it will need additional funding to support its planned operating activities. There can be no assurances, however, that the current operating plan will be achieved or that additional funding will be available on terms acceptable to the Company, or at all. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates of the FASB. Principles of Consolidation The accompanying consolidated financial statements of the Company include the accounts of its wholly owned subsidiaries, Iguana Merger Sub, Inc., IMARA Security Corporation and IMARA E.U. Limited, the latter of which was dissolved in July 2021. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, accrued research and development expenses, and stock-based compensation expense. Actual results could differ materially from those estimates. Segments Operating segments are defined as components of an enterprise for which separate and discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purpose of allocating resources. All of the Company’s long-lived assets are held in the United States. Cash and Cash Equivalents The Company considers all highly liquid investments that are readily convertible into cash with original maturities of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held in money market funds. Cash equivalents are stated at cost, which approximates market value. Restricted Cash Restricted cash of $0.2 million as of December 31, 2021 represents a letter of credit held as collateral in support of the Company’s operating lease at 116 Huntington Avenue in Boston, Massachusetts, which was terminated in July 2022. Restricted cash is included as a component of other assets on the Company’s consolidated balance sheets. Investments The Company’s investments are maintained by investment managers and consist of corporate debt securities and commercial paper with original maturities of over 90 days, all of which are considered available-for-sale securities. The Company classifies its available-for-sale securities as short-term investments on the consolidated balance sheets, even though the stated maturity date may be one year or more beyond the current balance sheet date, as the Company views those securities as available for use in current operations, if needed. Available-for-sale securities are carried at fair value with their unrealized gains and losses included in accumulated other comprehensive income within stockholders ’ equity (deficit) , until such gains and losses are realized in other income (expense) within the consolidated statements of operations and comprehensive loss or until an unrealized loss is considered other-than-temporary. The Company evaluates its investments with unrealized losses for other-than-temporary impairment. When assessing investments for other-than-temporary declines in value, the Company considers such factors as, among other things, how significant the decline in value is as a percentage of the original cost, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions. If the Company determines from this analysis that it does not expect to receive cash flows sufficient to recover the entire amortized cost of the security, a credit loss exists, the impairment is considered other-than-temporary and is recognized in the consolidated statements of operations and comprehensive loss. Offering Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances as deferred offering costs until such equity issuances are consummated. After consummation of the equity issuance, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance. Should the equity issuance be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statement of operations and comprehensive loss. Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and investments. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and have not experienced any losses on such accounts and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Such deposits have and will continue to exceed federally insured limits. The Company has not experienced any losses on its cash deposits. The Company’s available-for-sale investments primarily consist of high-grade corporate debt and commercial paper, and potentially subject the Company to concentrations of credit risk. The Company has adopted an investment policy that limits the amounts the Company may invest in any one type of investment and requires all investments held by the Company to be highly rated, thereby reducing credit risk exposure. As of December 31, 2022 and 2021, the Company had no off-balance sheet risk such as foreign exchange contracts, option contracts, or other hedging arrangements. Comprehensive Income (Loss) Comprehensive income (loss) includes net loss and certain changes in stockholders’ equity that are excluded from net loss. For the years ended December 31, 2022 and 2021, as a result of the Company’s investments in available-for-sale securities, the Company’s comprehensive income (loss) includes unrealized losses on those available-for-sale securities. Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. 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—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in 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. An entity may choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. The carrying amounts reflected in the consolidated balance sheets for prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to their short-term nature of these assets and liabilities. Property and Equipment, Net Property and equipment is stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are as follows: Estimated Useful Life Computer equipment and software 3 years Furniture and fixtures 5 years Laboratory equipment 5 years Leasehold improvements Shorter of useful life or remaining lease term Purchased assets that are not yet in service are recorded to construction-in-process and no depreciation expense is recorded. Once they are placed in service they are reclassified to the appropriate asset class. Upon the retirement or sale of an asset, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is recorded to other income (expense), net. Expenditures for maintenance and repairs are expensed as incurred. Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). This standard established a right-of-use model that requires all lessees to recognize on their balance sheets right-of-use assets and lease liabilities that arise from leases as well as provide disclosures with respect to certain qualitative and quantitative information related to a company’s leasing arrangements to meet the objective of allowing users of financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. The FASB subsequently issued the following amendments to ASU 2016-02 that have the same effective date and transition date: ASU No. 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842, ASU No. 2018-10, Codification Improvements to Topic 842, Leases, ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, ASU No. 2018-20, Narrow-Scope Improvement for Lessors, and ASU No. 2019-01, Leases (Topic 842): Codification Improvements. The Company early adopted these amendments with ASU 2016-02 (collectively, the “new leasing standards”), effective January 1, 2021. The Company adopted the new leasing standards using the modified retrospective transition approach, with no restatement of prior periods and there was no cumulative adjustment to retained earnings. Upon adoption, the Company elected the package of transition practical expedients, which allowed the Company to not reassess the following: (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) the treatment of initial direct costs for existing leases. The Company made an accounting policy election to not recognize short-term leases with an initial term of twelve months or less within its consolidated balance sheets and to recognize those lease payments on a straight-line basis in its consolidated statements of operations over the lease term. Upon adopting the new leasing standards, the Company recognized an operating lease right-of-use asset of $0.7 million and a corresponding current and non-current operating lease liability of $ 0.3 million and $ 0.6 million, respectively, which are included in its consolidated balance sheets. The adoption of the new leasing standards did not have a material impact on the Company’s consolidated statements of operations. As further discussed in Note 8, the Company terminated its sole office lease, effective August 7, 2022. Prior to such termination, the Company’s operating leases were reflected in operating lease right-of-use assets and in current operating lease liabilities and long-term operating lease liabilities in its consolidated balance sheets. The Company’s operating lease right-of-use asset as of December 31, 2021 did not include any material lease incentives. Prior to the termination of the office lease, the lease expense for future lease payments was recognized on a straight-line basis over the lease term. Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries, stock-based compensation and benefits, facilities costs, depreciation, third-party license fees, and external costs of outside vendors engaged to conduct preclinical development activities and clinical trials as well as to manufacture research and development materials. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are expensed as the goods are delivered or the related services are performed or until it is no longer expected that the goods will be delivered, or the services rendered. Costs incurred in obtaining technology licenses are recognized as research and development expense as incurred if the technology licensed has not reached technological feasibility and has no alternative future uses. As of December 31, 2022, the Company had discontinued its research and development efforts while undertaking a comprehensive assessment of its strategic options to maximize stockholder value. Accrued Research and Development Expenses The Company has entered into various research and development related contracts with parties both inside and outside of the United States, including contracts with third-party contract research organizations and contract manufacturing organizations. These agreements are cancelable, and related payments are recognized as research and development expenses as incurred. The Company records accrued liabilities for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes the progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. To date, the Company’s historical accrual estimates have not been materially different from the actual costs. Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure and are classified as general and administrative expenses. Following the completion of the Asset Sale and discontinuation of IMR-261, as of December 31, 2022 the Company had ceased active prosecution of patents and patent applications. Stock-Based Compensation The Company accounts for all stock-based awards granted to employees and non-employees as stock-based compensation expense at fair value. For stock-based awards issued to employees and members of the Company’s board of directors (the “Board”) for their services as a member of the Board, the Company measures the estimated fair value of the stock-based award on the date of grant. Since the Company’s initial public offering in March 2020, the fair value of the common stock has been determined based on the closing price of the Company’s stock o n the Nasdaq Global Select Market For employee and non-employee awards, the Company recognizes compensation expense over the requisite service period, which is generally the vesting period of the respective award based on the grant date fair value of the award. For awards that include performance-based vesting conditions expense is recognized using the accelerated attribution method when the performance condition is deemed to be probable. The Company accounts for forfeitures as they occur. The Company determines the fair value of restricted stock awards in reference to the fair value of its common stock less any applicable purchase price. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option and the Company’s expected dividend yield. The fair value of each restricted stock award is determined on the date of grant based on the fair value of the Company’s common stock on that same date. Given the Company’s limited trading history as a public company, the Company determines the volatility for awards granted based on an analysis of reported data for a group of guideline companies that issued options with substantially similar terms. The expected volatility has been determined using a weighted-average of the historical volatility measures of this group of guideline companies. The Company expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options granted to employees has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. Under the simplified method, the expected term is presumed to be the midpoint between the vesting date and the end of the contractual term. The Company utilizes this method due to lack of historical exercise data and the plain nature of its stock-based awards. Prior to the Company’s IPO, the expected term of stock options granted to non-employees also used the “simplified” method. Following the Company’s IPO, the expected term of options granted to non-employees is determined by contractual term. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s cash compensation costs are classified. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or the Company’s tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established. The Company accounts for uncertain tax positions recognized in the consolidated financial statements by prescribing a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. Net Income (Loss) per Share Basic net income (loss) per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common shares outstanding during the period and, if dilutive, the weighted-average number of potential shares of common stock. Net income (loss) per share attributable to common stockholders is calculated using the two-class method, which is an earnings allocation formula that determines net loss per share for the holders of the Company’s common shares and participating securities. Net income (loss) attributable to common stockholders and participating preferred shares are allocated to each share on an as-converted basis as if all of the earnings for the period had been distributed. The participating securities do not include a contractual obligation to share in losses of the Company and are not included in the calculation of net loss per share in the periods in which a net loss is recorded. Diluted net income ( loss ) per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method. The Company allocates earnings first to preferred stockholders based on dividend rights and then to common and preferred stockholders based on ownership interests. The weighted-average number of common shares included in the computation of diluted net income ( loss ) effect to all potentially dilutive common equivalent shares, including outstanding stock options and Preferred Stock. Common stock equivalent shares are excluded from the computation of diluted net loss per share if their effect is antidilutive. In periods in which the Company reports a net income ( loss ) attributable to common stockholders, diluted net income ( loss ) per share attributable to common stockholders is generally the same as basic net income ( loss ) per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Recently Issued Accounting Pronouncements In March 2020, the FASB issued “ASU 2020-03”, Codification Improvements to Financial Instruments, (“ASU 2020-03”) which addressed, among other topics, Amendments related to ASU 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13”). The amendments align the contractual term under Topic 326 and Topic 842 (Leases) to be consistent, and also clarifies when an entity should record an allowance for credit losses in accordance with Topic 326. For public business entities that meet the definition of a SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, the standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, the standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance on the Company’s consolidated financial statements and related disclosures but does not expect the adoption of ASU 2020-03 or ASU 2016-13 to be material. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | 3. Fair Value of Financial Assets and Liabilities The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values (in thousands): December 31, 2022 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Other Observable Inputs Description Total (Level 1) (Level 2) (Level 3) Assets: Money market funds, included in cash and cash equivalents $ 53,511 $ 53,511 $ — $ — Total financial assets $ 53,511 $ 53,511 $ — $ — December 31, 2021 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Other Observable Inputs Description Total (Level 1) (Level 2) (Level 3) Assets: Money market funds, included in cash and cash equivalents $ 24,798 $ 24,798 $ — $ — Marketable securities: Commercial Paper 26,131 — 26,131 — Corporate debt securities 15,838 — 15,838 — Total financial assets $ 66,767 $ 24,798 $ 41,969 $ — As of December 31, 2022 and 2021, the Company’s cash equivalents consisted of money market funds, classified as Level 1 financial assets, as these assets are valued using quoted market prices in active markets without any valuation adjustment. The financial assets valued based on Level 2 inputs as of December 31, 2021 consist of corporate debt securities and commercial paper, which consist of investments in highly-rated investment-grade securities. The Company estimates the fair values of these marketable securities by taking into consideration valuations obtained from third-party pricing sources. These pricing sources utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include market pricing based on real-time trade data for the same or similar securities, issuer credit spreads, benchmark yields, and other observable inputs. The Company validates the prices provided by its third-party pricing sources by understanding the models used, obtaining market values from other pricing sources and analyzing pricing data in certain instances. During the years ended December 31, 2022 and 2021, there were no transfers between fair value measurement levels. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2022 | |
Investments Debt And Equity Securities [Abstract] | |
Investments | 4. Investments As of December 31, 2022, the Company held no investments. As of December 31, 2021, the Company had short-term investments consisting of corporate debt securities and commercial paper, which are considered to be available-for-sale investments. These are included in short-term investments on the consolidated balance sheets, even though the stated maturity date may be one year or more beyond the current balance sheet date, as the Company views those securities as available for use in current operations, if needed. The following table summarizes the Company’s investments as of December 31, 2021 (in thousands): December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Loss Fair Value Current: Commercial paper $ 26,131 $ — $ — $ 26,131 Corporate debt securities 15,854 — (16 ) 15,838 Total $ 41,985 $ — $ (16 ) $ 41,969 As f December 31, 2021, the Company held seven available-for-sale securities with an aggregate value of approximately $15.8 million in an unrealized loss position for less than twelve months. The Company held these securities until their final maturity date and |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, net | 5. Property and Equipment, net Property and equipment, net consisted of the following (in thousands): December 31, 2022 December 31, 2021 Property and equipment: Leasehold improvements $ 376 $ 336 Furniture and fixtures 464 143 Property and equipment $ 840 $ 479 Less: accumulated depreciation (840 ) (229 ) Property and equipment, net $ — $ 250 Depreciation expense was $0.6 million and $0.1 million for the years ended December 31, 2022 and 2021, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 6. Accrued Expenses Accrued expenses consisted of the following (in thousands): December 31, 2022 December 31, 2021 Accrued research and development expenses $ 85 $ 2,288 Accrued compensation and benefits 127 2,024 Accrued professional services 1,100 249 Accrued other 369 43 Total accrued expenses $ 1,681 $ 4,604 |
License and Purchase Agreements
License and Purchase Agreements | 12 Months Ended |
Dec. 31, 2022 | |
License And Purchase Agreements [Abstract] | |
License and Purchase Agreements | 7. License and Purchase Agreements Tovinontrine (IMR-687) – Exclusive License Agreement with Lundbeck In April 2016, the Company entered into a license agreement with Lundbeck (the “Lundbeck Agreement”) pursuant to which Lundbeck, among other things, granted the Company an exclusive, royalty-bearing license to certain patent rights and certain know-how owned or otherwise controlled by Lundbeck to research, develop, make, use, sell, and commercialize products from PDE9 inhibitors, which included tovinontrine. In November 2022, the Lundbeck Agreement was assigned to Cardurion in connection with the Asset Sale. Prior to the assignment to Cardurion, the Company made cash payments to Lundbeck of $2.0 million consisting of an upfront payment and ongoing milestone payments of which $0.3 million was paid during the year ended December 31, 2022. Such payments were recorded as research and development expense. No payments were made during the year ended December 31, 2021. As partial consideration for the license, the Company issued 167,523 shares of common stock to Lundbeck in 2016, which represented 8.0% of the Company’s then outstanding equity pursuant to a restricted stock agreement. The shares were fully vested on the date of issuance. Sale of Tovinontrine (IMR-687) and the PDE9 program In November 2022, the Company completed the Asset Sale to Cardurion pursuant to the Asset Purchase Agreement entered into in September 2022. In advance of executing the Asset Purchase Agreement, Cardurion paid the Company $0.3 million upon the execution of a non-binding term sheet as a reimbursement to the Company for fees it paid to Lundbeck related to its license agreement with Lundbeck. In accordance with the Asset Purchase Agreement the Company sold the license, know-how, patent rights, clinical research organization and clinical manufacturing organization contracts, inventory for its research and development, and other intangible assets related to tovinontrine and its PDE9 program to Cardurion in exchange for an up-front cash payment of $34.8 million. In addition, the Asset Purchase Agreement includes future milestone payments if Cardurion achieves a proof-of-concept milestone and if Cardurion achieves a regulatory and/or commercial milestone. Specifically, if Cardurion achieves the proof-of-concept milestone it will pay the Company a $10.0 million milestone payment, and if Cardurion achieves the regulatory and/or commercial milestone it will pay the Company a $50.0 million milestone payment. These milestone payments are a form of contingent consideration as the Company’s receipt of these payments is contingent upon the achievement of the future milestones. The Company has excluded these payments from the transaction price at closing, and will recognize a gain contingency when the milestones are achieved. As a result of the Asset Sale, the Company recognized a gain on the Asset Sale equal to $35.0 million, which is included in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the year ended December 31, 2022. Additionally, as part of the asset sale process, the Company incurred costs of $2.5 million for legal, accounting and transaction services. $2.0 million of these costs were incurred during the third quarter 2022, and the remaining $0.5 million were incurred in the fourth quarter 2022. The Company recognized these costs within the General and administrative line of the Condensed Consolidated Statements of Operations and Comprehensive loss for the periods ended September 30, 2022, and the Consolidated Statements of Operations and Comprehensive Income (Loss) for the year ended December 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Lease Agreements In May 2019, the Company entered into a new operating lease agreement for office space totaling 4,210 square feet, located in Boston, Massachusetts with a 62-month term (the “May 2019 Lease Agreement). The lease included a rent escalation clause which resulted in cash rental payments of approximately $0.3 million annually. Rent expense was recognized on a straight-line basis over the expected lease term. In addition to the base rent, the Company was also responsible for its share of operating expenses, electricity and real estate taxes, in accordance with the terms of the May 2019 Lease Agreement. The Company provided a security deposit of approximately $0.1 million during the year ended December 31, 2019, which was included as a component of other assets on the Company’s consolidated balance sheets for the year ended December 31, 2021. In June 2021, the Company entered into an amendment to the May 2019 Lease Agreement (the “June 2021 Amended Lease Agreement”). Under the terms of the June 2021 Amended Lease Agreement, the Company expanded its leased premises by an additional 5,026 square feet, bringing the total office space to 9,236 square feet. In July 2022, the Company entered into a second amendment and termination of office lease agreement (the “Termination Agreement”) to terminate the lease under the May 2019 Lease Agreement, as amended by the June 2021 Amended Lease Agreement. The termination of the lease became effective on August 7, 2022 as a result of the landlord entering into a new lease agreement with a third-party tenant for the premises covered by the lease. As part of the Termination Agreement the Company paid a lease termination fee of $0.3 million, which was comprised of forfeiture of its $0.2 million security deposit and an additional fee of $0.1 million. In connection with this termination the Company remeasured its right of use assets and operating lease liabilities and recorded a gain of less than $0.1 million. The Company revised the estimated useful lives of the existing leasehold improvements and furniture placed in service at its premises, which are included as component of property and equipment, net on its consolidated balance sheets and are fully depreciated as of December 31, 2022. The Company recorded rent expense of approximately $0.5 million and $0.3 million during the years ended December 31, 2022 and 2021, respectively. There are no future lease payments due under the June 2021 Amended Lease Agreement following termination. Legal Proceedings The Company may from time to time be party to litigation arising in the ordinary course of business. The Company was not subject to any material legal proceedings during the years ended December 31, 2022 and 2021, and no material legal proceedings are currently pending or, to the best of its knowledge, threatened. Indemnification Agreements The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to the indemnification agreements, the Company agrees to indemnify, hold harmless, and to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company’s business partners, in connection with any U.S. patent or any copyright or other intellectual property infringement claim by any third-party with respect to the Company’s products. The term of these indemnification agreements is generally perpetual any time after execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | 9. Stockholders’ Equity (Deficit) On August 13, 2019, the Company’s board of directors, and on February 26, 2020, the Company’s stockholders, approved the Company’s restated certificate of incorporation, which became effective upon closing of the IPO on March 16, 2020, to authorize 10,000,000 shares of undesignated preferred stock, $0.001 per share par value, and to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000 shares, $0.001 per share par value. Common stockholders are entitled to receive dividends, as may be declared by the Board, if any, subject to the preferential dividend rights of any preferred stock then outstanding. Through December 31, 2022, no cash dividends have been declared or paid. As of December 31, 2022, 10,000,000 shares of preferred stock were authorized and no shares of preferred stock were issued or outstanding. As of December 31, 2022 and December 31, 2021, the Company has reserved for future issuance the following shares of common stock: December 31, 2022 December 31, 2021 Shares reserved for future issuance under the 2020 Equity Incentive Plan 2,627,945 1,216,532 Shares reserved for future issuance under the 2020 Employee Stock Purchase Plan 438,539 175,667 3,066,484 1,392,199 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Compensation Related Costs [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation 2016 Stock Incentive Plan The Company’s 2016 Stock Incentive Plan, (the “2016 Plan”) provided for the grant of restricted stock, restricted stock units, stock appreciation rights, incentive stock options, non-statutory stock options and other stock-based awards to employees, officers, members of the Board, consultants and advisors of the Company. As of the effective date of the 2020 Equity Incentive Plan, no shares remained available for future issuance under the 2016 Plan. Any options or awards outstanding under the 2016 Plan remained outstanding and effective. 2020 Equity Incentive Plan On October 1, 2019, the Company’s board of directors adopted, and on February 26, 2020 the Company’s stockholders approved, the 2020 Equity Incentive Plan (the “2020 Plan”), which became effective on March 11, 2020. The 2020 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. The number of shares reserved for issuance under the 2020 Plan is the sum of: (1) 1,220,283 shares of the Company’s common stock; plus (2) the number of shares (up to a maximum of 2,091,969 shares) equal to the sum of (x) 228,852 shares, which represents the Company’s common stock reserved for issuance under the 2016 Plan that remained available for grant under the 2016 Plan as of March 11, 2020 and (y) the number of shares of the Company’s common stock subject to outstanding awards granted under the 2016 Plan that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right. The number of shares reserved shall be annually increased on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2021 and continuing until, and including, the fiscal year ending December 31, 2030, equal to the lesser of (i) 4% of the number of shares of the Company’s common stock outstanding on the first day of such fiscal year and (ii) an amount determined by the Company’s board of directors. On January 1, 2021, 701,930 additional shares were reserved for issuance under the 2020 Plan pursuant to this provision. On January 1, 2022, a further 1,051,490 shares were reserved for future under the 2020 Plan pursuant to this provision. No more than 8,541,982 shares of common stock may be issued as incentive stock options under the 2020 Plan. The shares of common stock underlying any awards that expire, terminate, or are otherwise surrendered, cancelled, forfeited or repurchased by the Company under the 2016 Plan or the 2020 Plan will be added back to the shares of common stock available for issuance under the 2020 Plan. As of December 31, 2022, there were 2,627,945 shares available for future issuance under the 2020 Plan. The following table summarizes the Company’s stock option activity: Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2021 2,373,024 $ 9.63 8.19 $ — Granted 501,839 1.35 Exercised - Forfeited (1,075,205 ) 10.00 Outstanding as of December 31, 2022 1,799,658 $ 7.10 7.17 $ 1,006 Options vested and exercisable as of December 31, 2022 1,291,257 $ 7.03 6.79 $ 428 The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the common stock as of the end of the period. The weighted-average grant date fair value of the Company’s stock options granted during the years ended December 31, 2022 and 2021 was $1.02 and $7.00, respectively. The assumptions that the Company used to determine the grant date fair value of stock options granted to employees, non-employees and members of the Board during the years ended December 31, 2022 and 2021 were as follows, presented on a weighted-average basis : Year Ended December 31, 2022 2021 Expected term (in years) 6.16 6.20 Expected volatility 91.18 % 81.0 % Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 1.83 % 0.81 % Restricted Stock Units In January 2022, the Company granted 425,289 restricted stock units to employees under the 2020 Plan, which will vest over a four year term. A summary of the restricted stock unit ("RSU") activity and related information is as follows: Number of Shares Weighted- Average Grant Date Fair Value Unvested as of December 31, 2021 — $ — Granted 425,289 1.38 Vested — — Forfeited (211,846) 1.38 Unvested as of December 31, 2022 213,443 $ 1.38 Performance-based awards The Company granted stock options to purchase an aggregate of 220,928 shares of common stock to certain employees, officers and consultants and advisors of the Company on May 16, 2019, June 5, 2019 and June 21, 2019, which contain performance-based vesting criteria. Vesting of these options was contingent on the closing of the second tranche of Series B Preferred Stock financing. Stock-based compensation expense associated with performance-based stock options is recognized if the performance conditions are considered probable of being achieved, using management’s best estimates. As a result of the performance condition being met on February 25, 2020, these options vested as to 25% of the shares underlying each option on February 25, 2021 and vest as to the remainder of the shares in equal quarterly installments for three years thereafter. The Company recognized stock-based compensation expense of less than $ million and $ million for these options during the year s ended December 31, 202 2 and December 31, 202 1 , respectively . Stock-Based Compensation Stock-based compensation expense included in the Company’s consolidated statements of operations and comprehensive loss is as follows (in thousands): Year Ended December 31, 2022 2021 General and administrative $ 2,398 $ 2,441 Research and development 197 1,404 Total stock-based compensation expense $ 2,595 $ 3,845 As of December 31, 2022, total unrecognized compensation cost related to the unvested stock-based awards was $2.3 million, to be recognized over a weighted-average period of 1.89 years. 2020 Employee Stock Purchase Plan On October 1, 2019, the Company’s board of directors adopted, and on February 26, 2020, the Company’s stockholders approved the 2020 Employee Stock Purchase Plan (the “2020 ESPP”), which became effective on March 11, 2020. The 2020 ESPP permits eligible employees who elect to participate, in six-month offering periods, to purchase shares of common stock through payroll deductions at a price equal to 85% of the fair market value of the common stock on the first or last business day of each applicable six-month offering period, whichever is lower. Purchase dates under the ESPP occur on or about June 14 and December 14 each year. The 2020 ESPP initially provides participating employees with the opportunity to purchase up to an aggregate of 193,216 shares of the Company’s common stock. The number of shares of the Company’s common stock reserved for issuance under the 2020 ESPP will automatically increase on the first day of each fiscal year, beginning with the fiscal year commencing on January 1, 2021 and continuing until, and including, the fiscal year commencing on January 1, 2031, in an amount equal to the lowest of (i) 386,432 shares of the Company’s common stock, (ii) 1% of the number of shares of the Company’s common stock outstanding on the first day of such fiscal year and (iii) an amount determined by the Company’s board of directors. The Company’s board of directors decided not to increase the number of shares of the Company’s common stock reserved for issuance under the 2020 ESPP for the 2021 fiscal year. On January 1, 2022, 262,872 additional shares were reserved for issuance under the 2020 ESPP pursuant to this provision. The Company did not withhold any amount from employees during the year ended December 31, 2022 and did not issue any shares. During the year ended December 31, 2021, less than $0.1 million was withheld from employees, on an after-tax basis, in order to purchase 15,696 shares of the Company’s common stock. The Company recorded no stock-based compensation expense related to the 2020 ESPP for the year ended December 31, 2022 and less than $0.1 million for the year ended December 31, 2021. As of December 31, 2022, 438,539 shares of the Company’s common stock remained available for issuance under the 2020 ESPP. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes For the year ended December 31, 2022, the Company recorded pre-tax book income of approximately $1.6 million, due substantially to the Asset Sale discussed in Note 7 above. As a result, the Company recorded tax expense of approximately $88.0 thousand in 2022, as the Company’s taxable income for the year is not able to be fully offset with current and prior year tax attributes. In 2021, the Company did not record a current or deferred income tax expense or benefit due to current and historical losses incurred by the Company. The Company’s income and losses before income taxes consist solely of income and losses from domestic operations. On March 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The Cares Act includes provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also established a Paycheck Protection Program whereby certain small businesses are eligible for a loan to fund payroll expenses, rent, and related costs. The CARES Act provided for an Employee Retention Credit (“ERC”), which is a refundable payroll tax credit that encouraged businesses to keep employees on the payroll during the COVID-19 pandemic. Eligible employers are entitled to a refundable tax credit equal to 50% of qualified wages paid to employees between March 13, 2020, and December 31, 2020, up to a maximum of $5,000 credit per employee. In late December 2020 Congress expanded and amended the CARES Act by enacting Public Law 116-260. Per the amendment to the CARES Act, eligible employers are entitled to a refundable tax credit equal to 70% of the qualified wages paid to employees between January 1, 2021, and June 30, 2021, up to a maximum of$10,000 of wages per employee per quarter, with a maximum of $7,000 per employee per calendar quarter. Congress further extended the credit with the American Rescue Plan signed into law on March 11, 2021; the American Rescue Plan extended the credit for the period July 1, 2021 to December 31, 2021 with the same limitations as the prior amendment (i.e., tax credit equal to 70% of qualified wages up to a maximum of $10,000 of wages per employee per quarter). However, on November 15, 2021, President Biden signed into law the Infrastructure Investment and Jobs Act which redacted the credit for calendar quarter 4 of 2021. Qualified Wages must be paid on or after March 13, 2020 and before October 1, 2021, and may include wages paid to employees, as well as so much of the employer’s qualified health plan expenses as are properly allocable to such wages, not to exceed $10,000 per employee for calendar year 2020 or $10,000 per employee per calendar quarter in quarter 1, 2, or 3 of 2021 (“2021 Eligible Quarter”). The Retention Credit may be claimed for up to $5,000 per employee for calendar year 2020 (i.e., 50% of the $10,000 maximum in Qualified Wages for calendar year 2020) or $7,000 per employee per 2021 Eligible Quarter (i.e., 70% of the $10,000 maximum in Qualified Wages per 2021 Eligible Quarter). Therefore, the maximum Retention Credit per employee in 2020 is $5,000 and in 2021 is $21,000. Based on the Company’s evaluation of this provision and pandemic-related impact on its operations in 2020 and 2021, it was determined that the Company qualified to claim ERC in the second, third and fourth calendar quarters of 2020, as well as in both the first, second, and third calendar quarters of 2021. The Company recognized an ERC of approximately $1.0 million as an offset to payroll tax expenses for the year ended December 31, 2021, in its consolidated statements of operations. A reconciliation of income tax expense (benefit) computed at the statutory federal income tax rate to income taxes as reflected in the consolidated financial statements is as follows: 2022 2021 Income taxes at U.S. statutory rate 21 % 21 % State income taxes 15.0 6 Permanent items -3.2 0 Tax Credit -142.9 5 Equity Compensation 70.9 0 Other 0.1 0 Change in valuation allowance 44.7 (32 ) Total provision for income taxes 5.6 % 0 % Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 are comprised of the following (in thousands): Year Ended December 31, 2022 2021 Deferred tax assets Net operating loss carryforwards $ 32,931 $ 37,411 Tax credits carryforwards 8,930 6,968 Capitalized Sec. 174 Costs 4,591 — Stock-based compensation 673 1,268 Amortization 323 493 Accruals — 545 Lease incentive liability — — Lease liability — 175 Unrealized gains/losses on investments — 4 Other 5 31 Total deferred tax assets 47,453 46,895 Valuation allowance (47,453 ) (46,742 ) Net deferred tax assets — 153 Deferred tax liabilities Tenant improvement allowance — (12 ) Unrealized gains/losses on investments — — Right of Use Asset — (141 ) Less Valuation Allowance — — Total deferred tax liabilities — (153 ) Net deferred taxes $ — $ — The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which are comprised primarily of net operating loss carryforwards and tax credits. Management has considered the Company’s history of cumulative net losses in the United States, estimated future taxable income and prudent and feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its U.S. federal and state deferred tax assets. Accordingly, a full valuation allowance has been established against these net deferred tax assets as of December 31, 2022 and 2021, respectively. The Company reevaluates the positive and negative evidence at each reporting period. The Company’s valuation allowance increased during 2022 by approximately $0.7 million primarily due to capitalized section 174 costs that were generated in the current year partially offset by utilization of net operating losses because of current year taxable income. As of December 31, 2022 and 2021, the Company had U.S. federal net operating loss carryforwards of $122.8 million and $139.2 million, respectively, which may be available to offset future income tax liabilities. The 2017 Tax Cuts and Jobs Act (“TCJA”) will generally allow losses incurred after 2017 to be carried over indefinitely but will generally limit the net operating loss deduction to the lesser of the net operating loss carryover or 80% of a corporation’s taxable income (subject to Section 382 of the Internal Revenue Code of 1986, as amended). Also, there will be no carryback for losses incurred after 2017. Losses incurred prior to 2018 will generally be deductible to the extent of the lesser of a corporation’s net operating loss carryover or 100% of a corporation’s taxable income and be available for twenty years from the period the loss was generated. The Company has federal net operating losses generated following 2017 of $115.9 million, which do not expire. The federal net operating losses generated prior to 2018 of $7.9 million will expire at various dates through 2037.With the exception of the current year, the Company has been generating losses since its inception. As of December 31, 2022 and 2021, the Company also had U.S. state net operating loss carryforwards of $113 million and $129.4 million, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2041. As of December 31, 2022 and 2021, the Company had federal tax credit carryforwards of approximately $8.3 million and $6.5 million, respectively, available to reduce future tax liabilities which expire at various dates through 2042. As of December 31, 2022 and 2021, the Company had state research and development tax credit carryforwards of approximately $0.8 million and $0.6 million, respectively, available to reduce future tax liabilities which expire at various dates through 2037. The utilization of our net operating loss carryforwards and research tax credit carryovers are subject to annual limitations under Section 382 and 383 of the Internal Revenue Code of 1986, and similar state tax provisions, due to ownership change limitations that have occurred previously and that could occur in the future. These ownership changes limit the amount of net operating loss carryforwards and other deferred tax assets that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percent points over a three-year period. The Company has conducted an analysis of an ownership change under section 382. The impact of the Company's Section 382 study, which was conducted this year, has resulted in a reduction of the amount of tax attributes available to the Company to offset taxable income and income tax liabilities. The Company has not, as of yet, conducted a study of research and development and orphan drug credit carryovers. Such a study, once undertaken by the Company, may result in an adjustment to the Company's research and development and orphan drug credit carryovers; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company's research and development and orphan drug credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the balance sheet or statement of operations if an adjustment were required At December 31, 2022 and December 31, 2021, the Company did not have any significant uncertain tax positions. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2022 and 2021, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statement of operations. The Company does not anticipate a material change to unrecognized tax benefits in the next twelve months. The Company files tax returns in the United States and Massachusetts. The Company is subject to U.S. federal and state examinations by tax authorities for years 2018 through the present. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 12. Net Income (Loss) Per Share The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share for the years ended December 31, 2022 and 2021 (in thousands, except share and per share amounts): Year Ended December 31, 2022 2021 Numerator: Net income (loss) attributable to common stockholders—basic and diluted $ 1,488 $ (51,384 ) Denominator: Weighted-average common shares outstanding—basic 26,287,264 21,661,450 Weighted-average common shares outstanding—diluted 26,385,567 21,661,450 Net income (loss) per share applicable to common stockholders—basic $ 0.06 $ (2.37 ) Net income (loss) per share applicable to common stockholders—diluted $ 0.06 $ (2.37 ) The Company excluded the following potential common shares from the computation of diluted net income (loss) per share attributable to common stockholders for the years ended December 31, 2022 and 2021 because including them would have had an anti-dilutive effect : Year Ended December 31, 2022 2021 Options to purchase common stock 1,740,158 2,373,024 Unvested restricted shares 124,768 — Shares reserved for future issuance under the ESPP — 175,667 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions Lundbeck Lundbeckfond Invest A/S is one of the Company’s stockholders and participated in all tranches of the Series A convertible preferred stock (“Series A Preferred Stock”) financing and both tranches of the Series B Preferred Stock financing. Prior to the conversion of the Company’s preferred stock, Lundbeckfond Invest A/S owned 5,470,492 shares of Series A Preferred Stock as of December 31, 2019, and 478,749 shares of Series Seed convertible preferred stock as of December 31, 2019. Lundbeckfond Invest A/S owned 1,326,111 shares of Series B Preferred Stock as of December 31, 2019. All shares of preferred stock converted into shares of common stock upon closing of the IPO. Lundbeckfond Invest A/S also purchased 187,500 shares of common stock in the IPO. This reflects a 5.1% and a 5.0% ownership interest on a fully diluted basis as of December 31, 2022 and 2021, respectively. Mette Kirstine Agger, who was a member of the Company’s board of directors until June 29, 2021, is a Managing Partner at Lundbeckfonden Ventures, which is an affiliate of Lundbeckfond Invest A/S. Lundbeck, an affiliate of Lundbeckfond Invest A/S, is also one of the Company’s stockholders and participated in the fourth tranche of the Company’s Series A Preferred Stock financing. Prior to the conversion of the Company’s preferred stock, Lundbeck owned 499,069 shares of Series A Preferred Stock as of December 31, 2019, as well as 443,271 shares of common stock issued in conjunction with the Lundbeck Agreement (See Note 7). All shares of preferred stock converted into shares of common stock upon closing of the IPO. This reflects a 1.9% and a 1.8% ownership interest on a fully diluted basis as of December 31, 2022 and 2021, respectively. Lundbeck did not participate in the Series B Preferred Stock financing. To date, pursuant to the Lundbeck Agreement, the Company has made cash payments to Lundbeck of $2.0 million consisting of an upfront payment and ongoing milestone payments which are recorded as research and development expense . |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Compensation And Retirement Disclosure [Abstract] | |
Benefit Plans | 14. Benefit Plans The Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code effective as of January 2019. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Matching contributions to the plan may be made at the discretion of the Board. The Company contributed a match of $0.1 million and $0.2 million to the plan during the years ended December 31, 2022 and 2021, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates of the FASB. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements of the Company include the accounts of its wholly owned subsidiaries, Iguana Merger Sub, Inc., IMARA Security Corporation and IMARA E.U. Limited, the latter of which was dissolved in July 2021. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, accrued research and development expenses, and stock-based compensation expense. Actual results could differ materially from those estimates. |
Segments | Segments Operating segments are defined as components of an enterprise for which separate and discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purpose of allocating resources. All of the Company’s long-lived assets are held in the United States. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments that are readily convertible into cash with original maturities of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held in money market funds. Cash equivalents are stated at cost, which approximates market value. |
Restricted Cash | Restricted Cash Restricted cash of $0.2 million as of December 31, 2021 represents a letter of credit held as collateral in support of the Company’s operating lease at 116 Huntington Avenue in Boston, Massachusetts, which was terminated in July 2022. Restricted cash is included as a component of other assets on the Company’s consolidated balance sheets. |
Investments | Investments The Company’s investments are maintained by investment managers and consist of corporate debt securities and commercial paper with original maturities of over 90 days, all of which are considered available-for-sale securities. The Company classifies its available-for-sale securities as short-term investments on the consolidated balance sheets, even though the stated maturity date may be one year or more beyond the current balance sheet date, as the Company views those securities as available for use in current operations, if needed. Available-for-sale securities are carried at fair value with their unrealized gains and losses included in accumulated other comprehensive income within stockholders ’ equity (deficit) , until such gains and losses are realized in other income (expense) within the consolidated statements of operations and comprehensive loss or until an unrealized loss is considered other-than-temporary. The Company evaluates its investments with unrealized losses for other-than-temporary impairment. When assessing investments for other-than-temporary declines in value, the Company considers such factors as, among other things, how significant the decline in value is as a percentage of the original cost, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions. If the Company determines from this analysis that it does not expect to receive cash flows sufficient to recover the entire amortized cost of the security, a credit loss exists, the impairment is considered other-than-temporary and is recognized in the consolidated statements of operations and comprehensive loss. |
Offering Costs | Offering Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances as deferred offering costs until such equity issuances are consummated. After consummation of the equity issuance, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance. Should the equity issuance be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statement of operations and comprehensive loss. |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and investments. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and have not experienced any losses on such accounts and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Such deposits have and will continue to exceed federally insured limits. The Company has not experienced any losses on its cash deposits. The Company’s available-for-sale investments primarily consist of high-grade corporate debt and commercial paper, and potentially subject the Company to concentrations of credit risk. The Company has adopted an investment policy that limits the amounts the Company may invest in any one type of investment and requires all investments held by the Company to be highly rated, thereby reducing credit risk exposure. As of December 31, 2022 and 2021, the Company had no off-balance sheet risk such as foreign exchange contracts, option contracts, or other hedging arrangements. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) includes net loss and certain changes in stockholders’ equity that are excluded from net loss. For the years ended December 31, 2022 and 2021, as a result of the Company’s investments in available-for-sale securities, the Company’s comprehensive income (loss) includes unrealized losses on those available-for-sale securities. |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. 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—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in 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. An entity may choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. The carrying amounts reflected in the consolidated balance sheets for prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to their short-term nature of these assets and liabilities. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment is stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are as follows: Estimated Useful Life Computer equipment and software 3 years Furniture and fixtures 5 years Laboratory equipment 5 years Leasehold improvements Shorter of useful life or remaining lease term Purchased assets that are not yet in service are recorded to construction-in-process and no depreciation expense is recorded. Once they are placed in service they are reclassified to the appropriate asset class. Upon the retirement or sale of an asset, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is recorded to other income (expense), net. Expenditures for maintenance and repairs are expensed as incurred. |
Leases | Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). This standard established a right-of-use model that requires all lessees to recognize on their balance sheets right-of-use assets and lease liabilities that arise from leases as well as provide disclosures with respect to certain qualitative and quantitative information related to a company’s leasing arrangements to meet the objective of allowing users of financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. The FASB subsequently issued the following amendments to ASU 2016-02 that have the same effective date and transition date: ASU No. 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842, ASU No. 2018-10, Codification Improvements to Topic 842, Leases, ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, ASU No. 2018-20, Narrow-Scope Improvement for Lessors, and ASU No. 2019-01, Leases (Topic 842): Codification Improvements. The Company early adopted these amendments with ASU 2016-02 (collectively, the “new leasing standards”), effective January 1, 2021. The Company adopted the new leasing standards using the modified retrospective transition approach, with no restatement of prior periods and there was no cumulative adjustment to retained earnings. Upon adoption, the Company elected the package of transition practical expedients, which allowed the Company to not reassess the following: (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) the treatment of initial direct costs for existing leases. The Company made an accounting policy election to not recognize short-term leases with an initial term of twelve months or less within its consolidated balance sheets and to recognize those lease payments on a straight-line basis in its consolidated statements of operations over the lease term. Upon adopting the new leasing standards, the Company recognized an operating lease right-of-use asset of $0.7 million and a corresponding current and non-current operating lease liability of $ 0.3 million and $ 0.6 million, respectively, which are included in its consolidated balance sheets. The adoption of the new leasing standards did not have a material impact on the Company’s consolidated statements of operations. As further discussed in Note 8, the Company terminated its sole office lease, effective August 7, 2022. Prior to such termination, the Company’s operating leases were reflected in operating lease right-of-use assets and in current operating lease liabilities and long-term operating lease liabilities in its consolidated balance sheets. The Company’s operating lease right-of-use asset as of December 31, 2021 did not include any material lease incentives. Prior to the termination of the office lease, the lease expense for future lease payments was recognized on a straight-line basis over the lease term. |
Research and Development Expense | Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries, stock-based compensation and benefits, facilities costs, depreciation, third-party license fees, and external costs of outside vendors engaged to conduct preclinical development activities and clinical trials as well as to manufacture research and development materials. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are expensed as the goods are delivered or the related services are performed or until it is no longer expected that the goods will be delivered, or the services rendered. Costs incurred in obtaining technology licenses are recognized as research and development expense as incurred if the technology licensed has not reached technological feasibility and has no alternative future uses. As of December 31, 2022, the Company had discontinued its research and development efforts while undertaking a comprehensive assessment of its strategic options to maximize stockholder value. |
Accrued Research and Development Expenses | Accrued Research and Development Expenses The Company has entered into various research and development related contracts with parties both inside and outside of the United States, including contracts with third-party contract research organizations and contract manufacturing organizations. These agreements are cancelable, and related payments are recognized as research and development expenses as incurred. The Company records accrued liabilities for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes the progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. To date, the Company’s historical accrual estimates have not been materially different from the actual costs. |
Patents Costs | Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure and are classified as general and administrative expenses. Following the completion of the Asset Sale and discontinuation of IMR-261, as of December 31, 2022 the Company had ceased active prosecution of patents and patent applications. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for all stock-based awards granted to employees and non-employees as stock-based compensation expense at fair value. For stock-based awards issued to employees and members of the Company’s board of directors (the “Board”) for their services as a member of the Board, the Company measures the estimated fair value of the stock-based award on the date of grant. Since the Company’s initial public offering in March 2020, the fair value of the common stock has been determined based on the closing price of the Company’s stock o n the Nasdaq Global Select Market For employee and non-employee awards, the Company recognizes compensation expense over the requisite service period, which is generally the vesting period of the respective award based on the grant date fair value of the award. For awards that include performance-based vesting conditions expense is recognized using the accelerated attribution method when the performance condition is deemed to be probable. The Company accounts for forfeitures as they occur. The Company determines the fair value of restricted stock awards in reference to the fair value of its common stock less any applicable purchase price. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option and the Company’s expected dividend yield. The fair value of each restricted stock award is determined on the date of grant based on the fair value of the Company’s common stock on that same date. Given the Company’s limited trading history as a public company, the Company determines the volatility for awards granted based on an analysis of reported data for a group of guideline companies that issued options with substantially similar terms. The expected volatility has been determined using a weighted-average of the historical volatility measures of this group of guideline companies. The Company expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options granted to employees has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. Under the simplified method, the expected term is presumed to be the midpoint between the vesting date and the end of the contractual term. The Company utilizes this method due to lack of historical exercise data and the plain nature of its stock-based awards. Prior to the Company’s IPO, the expected term of stock options granted to non-employees also used the “simplified” method. Following the Company’s IPO, the expected term of options granted to non-employees is determined by contractual term. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s cash compensation costs are classified. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or the Company’s tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established. The Company accounts for uncertain tax positions recognized in the consolidated financial statements by prescribing a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. |
Net Income (Loss) per Share | Net Income (Loss) per Share Basic net income (loss) per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common shares outstanding during the period and, if dilutive, the weighted-average number of potential shares of common stock. Net income (loss) per share attributable to common stockholders is calculated using the two-class method, which is an earnings allocation formula that determines net loss per share for the holders of the Company’s common shares and participating securities. Net income (loss) attributable to common stockholders and participating preferred shares are allocated to each share on an as-converted basis as if all of the earnings for the period had been distributed. The participating securities do not include a contractual obligation to share in losses of the Company and are not included in the calculation of net loss per share in the periods in which a net loss is recorded. Diluted net income ( loss ) per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method. The Company allocates earnings first to preferred stockholders based on dividend rights and then to common and preferred stockholders based on ownership interests. The weighted-average number of common shares included in the computation of diluted net income ( loss ) effect to all potentially dilutive common equivalent shares, including outstanding stock options and Preferred Stock. Common stock equivalent shares are excluded from the computation of diluted net loss per share if their effect is antidilutive. In periods in which the Company reports a net income ( loss ) attributable to common stockholders, diluted net income ( loss ) per share attributable to common stockholders is generally the same as basic net income ( loss ) per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2020, the FASB issued “ASU 2020-03”, Codification Improvements to Financial Instruments, (“ASU 2020-03”) which addressed, among other topics, Amendments related to ASU 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13”). The amendments align the contractual term under Topic 326 and Topic 842 (Leases) to be consistent, and also clarifies when an entity should record an allowance for credit losses in accordance with Topic 326. For public business entities that meet the definition of a SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, the standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, the standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance on the Company’s consolidated financial statements and related disclosures but does not expect the adoption of ASU 2020-03 or ASU 2016-13 to be material. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Assets | Property and equipment is stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are as follows: Estimated Useful Life Computer equipment and software 3 years Furniture and fixtures 5 years Laboratory equipment 5 years Leasehold improvements Shorter of useful life or remaining lease term |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values (in thousands): December 31, 2022 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Other Observable Inputs Description Total (Level 1) (Level 2) (Level 3) Assets: Money market funds, included in cash and cash equivalents $ 53,511 $ 53,511 $ — $ — Total financial assets $ 53,511 $ 53,511 $ — $ — December 31, 2021 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Other Observable Inputs Description Total (Level 1) (Level 2) (Level 3) Assets: Money market funds, included in cash and cash equivalents $ 24,798 $ 24,798 $ — $ — Marketable securities: Commercial Paper 26,131 — 26,131 — Corporate debt securities 15,838 — 15,838 — Total financial assets $ 66,767 $ 24,798 $ 41,969 $ — |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Investments | The following table summarizes the Company’s investments as of December 31, 2021 (in thousands): December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Loss Fair Value Current: Commercial paper $ 26,131 $ — $ — $ 26,131 Corporate debt securities 15,854 — (16 ) 15,838 Total $ 41,985 $ — $ (16 ) $ 41,969 |
Property and Equipment, net (T
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, net | Property and equipment, net consisted of the following (in thousands): December 31, 2022 December 31, 2021 Property and equipment: Leasehold improvements $ 376 $ 336 Furniture and fixtures 464 143 Property and equipment $ 840 $ 479 Less: accumulated depreciation (840 ) (229 ) Property and equipment, net $ — $ 250 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): December 31, 2022 December 31, 2021 Accrued research and development expenses $ 85 $ 2,288 Accrued compensation and benefits 127 2,024 Accrued professional services 1,100 249 Accrued other 369 43 Total accrued expenses $ 1,681 $ 4,604 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Shares Reserved for Future Issuance | As of December 31, 2022 and December 31, 2021, the Company has reserved for future issuance the following shares of common stock: December 31, 2022 December 31, 2021 Shares reserved for future issuance under the 2020 Equity Incentive Plan 2,627,945 1,216,532 Shares reserved for future issuance under the 2020 Employee Stock Purchase Plan 438,539 175,667 3,066,484 1,392,199 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Compensation Related Costs [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity: Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2021 2,373,024 $ 9.63 8.19 $ — Granted 501,839 1.35 Exercised - Forfeited (1,075,205 ) 10.00 Outstanding as of December 31, 2022 1,799,658 $ 7.10 7.17 $ 1,006 Options vested and exercisable as of December 31, 2022 1,291,257 $ 7.03 6.79 $ 428 |
Summary of Stock-Based Compensation Fair Value Assumptions | The assumptions that the Company used to determine the grant date fair value of stock options granted to employees, non-employees and members of the Board during the years ended December 31, 2022 and 2021 were as follows, presented on a weighted-average basis : Year Ended December 31, 2022 2021 Expected term (in years) 6.16 6.20 Expected volatility 91.18 % 81.0 % Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 1.83 % 0.81 % |
Summary of Restricted Stock Units Activity | A summary of the restricted stock unit ("RSU") activity and related information is as follows: Number of Shares Weighted- Average Grant Date Fair Value Unvested as of December 31, 2021 — $ — Granted 425,289 1.38 Vested — — Forfeited (211,846) 1.38 Unvested as of December 31, 2022 213,443 $ 1.38 |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense included in the Company’s consolidated statements of operations and comprehensive loss is as follows (in thousands): Year Ended December 31, 2022 2021 General and administrative $ 2,398 $ 2,441 Research and development 197 1,404 Total stock-based compensation expense $ 2,595 $ 3,845 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Income Tax Expense (Benefit) | A reconciliation of income tax expense (benefit) computed at the statutory federal income tax rate to income taxes as reflected in the consolidated financial statements is as follows: 2022 2021 Income taxes at U.S. statutory rate 21 % 21 % State income taxes 15.0 6 Permanent items -3.2 0 Tax Credit -142.9 5 Equity Compensation 70.9 0 Other 0.1 0 Change in valuation allowance 44.7 (32 ) Total provision for income taxes 5.6 % 0 % |
Schedule of Components of Deferred Tax Assets and Liabilities | The significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 are comprised of the following (in thousands): Year Ended December 31, 2022 2021 Deferred tax assets Net operating loss carryforwards $ 32,931 $ 37,411 Tax credits carryforwards 8,930 6,968 Capitalized Sec. 174 Costs 4,591 — Stock-based compensation 673 1,268 Amortization 323 493 Accruals — 545 Lease incentive liability — — Lease liability — 175 Unrealized gains/losses on investments — 4 Other 5 31 Total deferred tax assets 47,453 46,895 Valuation allowance (47,453 ) (46,742 ) Net deferred tax assets — 153 Deferred tax liabilities Tenant improvement allowance — (12 ) Unrealized gains/losses on investments — — Right of Use Asset — (141 ) Less Valuation Allowance — — Total deferred tax liabilities — (153 ) Net deferred taxes $ — $ — |
Net Income (Loss) Per Share (T
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share for the years ended December 31, 2022 and 2021 (in thousands, except share and per share amounts): Year Ended December 31, 2022 2021 Numerator: Net income (loss) attributable to common stockholders—basic and diluted $ 1,488 $ (51,384 ) Denominator: Weighted-average common shares outstanding—basic 26,287,264 21,661,450 Weighted-average common shares outstanding—diluted 26,385,567 21,661,450 Net income (loss) per share applicable to common stockholders—basic $ 0.06 $ (2.37 ) Net income (loss) per share applicable to common stockholders—diluted $ 0.06 $ (2.37 ) |
Anti Dilutive Potential Common Shares Excluded From Computation of Diluted Net Income (Loss) Per Share | The Company excluded the following potential common shares from the computation of diluted net income (loss) per share attributable to common stockholders for the years ended December 31, 2022 and 2021 because including them would have had an anti-dilutive effect : Year Ended December 31, 2022 2021 Options to purchase common stock 1,740,158 2,373,024 Unvested restricted shares 124,768 — Shares reserved for future issuance under the ESPP — 175,667 |
Nature of the Business - Additi
Nature of the Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Sep. 06, 2022 | Apr. 12, 2022 | Jul. 16, 2021 | Apr. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Nature Of Business [Line Items] | ||||||
Workforce reduction, cost | $ 2,100 | |||||
Cash and cash equivalents | $ 88,198 | $ 48,309 | ||||
Accumulated deficit | $ 146,009 | $ 147,497 | ||||
Common stock issued and sold | 8,333,333 | 0 | ||||
Common stock, shares issued | 26,287,264 | 26,287,264 | ||||
Net proceeds from issuance of common stock | $ 46,800 | |||||
Public offering price per share | $ 6 | |||||
Maximum | ||||||
Nature Of Business [Line Items] | ||||||
Common stock issued and sold | 200,000,000 | |||||
Aggregate gross proceeds of common stock issued and sold | $ 75,000 | |||||
At The Market Offering | ||||||
Nature Of Business [Line Items] | ||||||
Common stock, shares issued | 231,291 | |||||
Net proceeds from issuance of common stock | $ 1,400 | |||||
Asset Purchase Agreement | Cardurion Pharmaceuticals, Inc | ||||||
Nature Of Business [Line Items] | ||||||
Upfront payment and future contingent payments | $ 35,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||
Number of operating segments | Segment | 1 | |
Restricted cash | $ 175,000 | |
Off-balance sheet risk | $ 0 | 0 |
Depreciation expense | 611,000 | 99,000 |
Right of use assets - operating leases | 525,000 | |
Operating lease liability, current | 246,000 | |
Operating lease liability, non-current | 406,000 | |
ASU 2016-02 | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Right of use assets - operating leases | 700,000 | |
Operating lease liability, current | 300,000 | |
Operating lease liability, non-current | 600,000 | |
Construction-in-process | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Depreciation expense | 0 | |
Other Assets | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Deferred offering costs capitalized | $ 2,300,000 | 0 |
Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Restricted cash | $ 200,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer Equipment and Software | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Furniture and Fixtures | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Laboratory Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | Shorter of useful life or remaining lease term |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Marketable securities | $ 41,969 | |
Fair Value Measurements Recurring | ||
Assets: | ||
Total financial assets | $ 53,511 | 66,767 |
Fair Value Measurements Recurring | Money Market Funds | ||
Assets: | ||
Cash and cash equivalents | 53,511 | 24,798 |
Fair Value Measurements Recurring | Corporate Debt Securities | ||
Assets: | ||
Marketable securities | 15,838 | |
Fair Value Measurements Recurring | Commercial Paper | ||
Assets: | ||
Marketable securities | 26,131 | |
Fair Value Measurements Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total financial assets | 53,511 | 24,798 |
Fair Value Measurements Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Money Market Funds | ||
Assets: | ||
Cash and cash equivalents | $ 53,511 | 24,798 |
Fair Value Measurements Recurring | Fair Value, Inputs, Level 2 | ||
Assets: | ||
Total financial assets | 41,969 | |
Fair Value Measurements Recurring | Fair Value, Inputs, Level 2 | Corporate Debt Securities | ||
Assets: | ||
Marketable securities | 15,838 | |
Fair Value Measurements Recurring | Fair Value, Inputs, Level 2 | Commercial Paper | ||
Assets: | ||
Marketable securities | $ 26,131 |
Investments - Additional Inform
Investments - Additional Information (Details) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) Position |
Investments Debt And Equity Securities [Abstract] | ||
Investments | $ 0 | |
Number of available-for-sale securities in unrealized loss positions for less than twelve months | Position | 7 | |
Available-for-sale securities in unrealized loss positions for less than twelve months | $ 15,800,000 |
Investments - Summary of Invest
Investments - Summary of Investments (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | $ 41,985 |
Gross Unrealized Loss | (16) |
Fair Value | 41,969 |
Commercial Paper | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 26,131 |
Fair Value | 26,131 |
Corporate Debt Securities | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 15,854 |
Gross Unrealized Loss | (16) |
Fair Value | $ 15,838 |
Property and Equipment, net - S
Property and Equipment, net - Summary of Property and Equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 840 | $ 479 |
Less: accumulated depreciation | (840) | (229) |
Property and equipment, net | 250 | |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 376 | 336 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 464 | $ 143 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 611 | $ 99 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables And Accruals [Abstract] | ||
Accrued research and development expenses | $ 85 | $ 2,288 |
Accrued compensation and benefits | 127 | 2,024 |
Accrued professional services | 1,100 | 249 |
Accrued other | 369 | 43 |
Total accrued expenses | $ 1,681 | $ 4,604 |
License and Purchase Agreemen_2
License and Purchase Agreements - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 81 Months Ended | ||||
Nov. 30, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2019 | Apr. 30, 2016 | |
License And Purchase Agreements [Line Items] | ||||||||
Common stock, shares issued | 26,287,264 | 26,287,264 | 26,287,264 | 26,287,264 | ||||
Gain on asset sale | $ 35,000,000 | |||||||
Lundbeck | Lundbeck Agreement | ||||||||
License And Purchase Agreements [Line Items] | ||||||||
Upfront and ongoing milestone payments | $ 0 | |||||||
Common stock, shares issued | 443,271 | 167,523 | ||||||
Outstanding equity percentage pursuant to restricted stock agreement | 8% | |||||||
Lundbeck | Lundbeck Agreement | Research and Development Expense | ||||||||
License And Purchase Agreements [Line Items] | ||||||||
Upfront and ongoing milestone payments | 300,000 | $ 2,000,000 | ||||||
Cardurion Pharmaceuticals Inc. | Sale of Tovinontrine (IMR-687) and PDE9 Program | ||||||||
License And Purchase Agreements [Line Items] | ||||||||
Payment of asset purchase agreement | $ 300,000 | |||||||
Upfront cash payment | 34,800,000 | |||||||
Asset purchase agreement milestone payments | 10,000,000 | |||||||
Asset purchase agreement regulatory and/or commercial milestone payments. | $ 50,000,000 | |||||||
Gain on asset sale | 35,000,000 | |||||||
Legal, accounting and transaction services cost | $ 500,000 | $ 2,000,000 | $ 2,500,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2022 | Jun. 30, 2021 | May 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Commitments and Contingencies [Line Items] | ||||||
Operating lease description | In June 2021, the Company entered into an amendment to the May 2019 Lease Agreement (the “June 2021 Amended Lease Agreement”). Under the terms of the June 2021 Amended Lease Agreement, the Company expanded its leased premises by an additional 5,026 square feet, bringing the total office space to 9,236 square feet. | |||||
Rent expense | $ 500,000 | $ 300,000 | ||||
Termination Agreement | ||||||
Commitments and Contingencies [Line Items] | ||||||
Lease termination fee | $ 300,000 | |||||
Forfeiture of security deposit | 200,000 | |||||
Additional lease termination fee | 100,000 | |||||
Termination Agreement | Maximum | ||||||
Commitments and Contingencies [Line Items] | ||||||
Gain on remeasurement of right of use assets and operating lease liabilities | $ 100,000 | |||||
May 2019 Lease Agreement | ||||||
Commitments and Contingencies [Line Items] | ||||||
Operating lease description | In May 2019, the Company entered into a new operating lease agreement for office space totaling 4,210 square feet, located in Boston, Massachusetts with a 62-month term (the “May 2019 Lease Agreement). | |||||
Operating lease term of contract | 62 months | |||||
Operating lease, payments | $ 300,000 | |||||
Security deposit | $ 100,000 | |||||
Additional security deposit | $ 100,000 | |||||
June 2021 Amended Lease Agreement | ||||||
Commitments and Contingencies [Line Items] | ||||||
Security deposit | 200,000 | |||||
Operating lease, payments | 3,100,000 | $ 0 | ||||
Rent expense | $ 600,000 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 16, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 100,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Cash dividends | $ 0 | |||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Schedule of Shares Reserved for Future Issuance (Details) - shares | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Jan. 01, 2021 |
Class Of Stock [Line Items] | ||||
Shares reserved for future issuance | 3,066,484 | 1,392,199 | ||
2020 Equity Incentive Plan | ||||
Class Of Stock [Line Items] | ||||
Shares reserved for future issuance | 2,627,945 | 1,051,490 | 1,216,532 | 701,930 |
2020 Employee Stock Purchase Plan | ||||
Class Of Stock [Line Items] | ||||
Shares reserved for future issuance | 438,539 | 262,872 | 175,667 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Jul. 16, 2021 | Apr. 01, 2021 | Mar. 11, 2020 | Jun. 21, 2019 | Jun. 05, 2019 | May 16, 2019 | Jan. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2022 | Jan. 01, 2021 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Shares remaining available for future issuance | 3,066,484 | 1,392,199 | ||||||||||
Share-based compensation award, weighted-average fair value | $ 1.02 | $ 7 | ||||||||||
Share-based compensation award, granted | 501,839 | |||||||||||
Stock-based compensation expense | $ 2,595,000 | $ 3,845,000 | ||||||||||
Unrecognized stock-based compensation expense | $ 2,300,000 | |||||||||||
Expected weighted average period to recognize expense | 1 year 10 months 20 days | |||||||||||
Common stock issued and sold | 8,333,333 | 0 | ||||||||||
Restricted Stock Units (RSUs) | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Shares, granted | 425,289 | 425,289 | ||||||||||
Vesting term | 4 years | |||||||||||
Performance Based Awards | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Share-based compensation award, granted | 220,928 | 220,928 | 220,928 | |||||||||
Stock-based compensation expense | $ 200,000 | |||||||||||
Performance Based Awards | Tranche One | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Stock option vest percentage | 25% | |||||||||||
Maximum | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Common stock issued and sold | 200,000,000 | |||||||||||
Maximum | Performance Based Awards | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Stock-based compensation expense | $ 100,000 | |||||||||||
2016 Stock Incentive Plan | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Shares remaining available for future issuance | 228,852 | 0 | ||||||||||
2020 Equity Incentive Plan | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Shares remaining available for future issuance | 2,627,945 | 1,216,532 | 1,051,490 | 701,930 | ||||||||
Number of shares of common stock that may be issued accordance with plan | 1,220,283 | |||||||||||
Description of changes in the number of shares reserved for issuance | The number of shares reserved shall be annually increased on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2021 and continuing until, and including, the fiscal year ending December 31, 2030, equal to the lesser of (i) 4% of the number of shares of the Company’s common stock outstanding on the first day of such fiscal year and (ii) an amount determined by the Company’s board of directors. | |||||||||||
Common stock outstanding percent | 4% | |||||||||||
2020 Equity Incentive Plan | Maximum | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of shares authorized | 2,091,969 | |||||||||||
Number of shares of common stock that may be issued accordance with plan | 8,541,982 | |||||||||||
2020 ESPP | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Shares remaining available for future issuance | 438,539 | 175,667 | 262,872 | |||||||||
Number of shares authorized | 193,216 | |||||||||||
Number of shares of common stock that may be issued accordance with plan | 386,432 | |||||||||||
Common stock outstanding percent | 1% | |||||||||||
Stock-based compensation expense | $ 0 | |||||||||||
Offering price percentage | 85% | |||||||||||
Shares purchased under the ESPP | 15,696 | |||||||||||
Withhold any amount | $ 0 | |||||||||||
Common stock issued and sold | 0 | |||||||||||
2020 ESPP | Maximum | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Stock-based compensation expense | $ 100,000 | |||||||||||
Earnings withheld from employees to purchase shares of common stock under purchase plan | $ 100,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Compensation Related Costs [Abstract] | ||
Number of Shares, Beginning Balance | 2,373,024 | |
Number of Shares, Granted | 501,839 | |
Number of Shares, Forfeited | (1,075,205) | |
Number of Shares, Ending Balance | 1,799,658 | 2,373,024 |
Number of Shares, Options vested and exercisable | 1,291,257 | |
Weighted-Average Exercise Price, Beginning Balance | $ 9.63 | |
Weighted-Average Exercise Price, Granted | 1.35 | |
Weighted-Average Exercise Price, Forfeited | 10 | |
Weighted-Average Exercise Price, Ending Balance | 7.10 | $ 9.63 |
Weighted-Average Exercise Price, Options vested and exercisable | $ 7.03 | |
Weighted-Average Remaining Contractual Term, Outstanding | 7 years 2 months 1 day | 8 years 2 months 8 days |
Weighted-Average Remaining Contractual Term, Options vested and exercisable | 6 years 9 months 14 days | |
Aggregate Intrinsic Value, Balance | $ 1,006 | |
Aggregate Intrinsic Value, Options vested and exercisable | $ 428 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock-Based Compensation Fair Value Assumptions (Details) - Stock Options | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 1 month 28 days | 6 years 2 months 12 days |
Expected volatility | 91.18% | 81% |
Expected dividend yield | 0% | 0% |
Risk-free interest rate | 1.83% | 0.81% |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) - $ / shares | 1 Months Ended | 12 Months Ended |
Jan. 31, 2022 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Granted | 425,289 | 425,289 |
Number of Shares, Forfeited | (211,846) | |
Number of Shares, Unvested, Ending Balance | 213,443 | |
Weighted-Average Grant Date Fair Value, Granted | $ 1.38 | |
Weighted-Average Grant Date Fair Value, Forfeited | 1.38 | |
Weighted-Average Grant Date Fair Value, Unvested, Ending Balance | $ 1.38 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 2,595 | $ 3,845 |
Research and Development Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 197 | 1,404 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 2,398 | $ 2,441 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2021 | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2017 USD ($) | |
Income Taxes [Line Items] | |||||||||
Pre tax income asset sale | $ 1,600,000 | ||||||||
Tax expense | $ 88,000 | ||||||||
Maximum refundable tax credit allowed per employee | $ 5,000 | ||||||||
Percentage of qualified wages | 70 | 70 | 70 | 70 | 50 | 50 | |||
Maximum qualified wages entitled per employee | $ 10,000 | $ 10,000 | $ 10,000 | $ 10,000 | |||||
Maximum employee retention credit available per employee | $ 7,000 | $ 7,000 | $ 7,000 | $ 21,000 | $ 5,000 | ||||
Qualified wages, description | In late December 2020 Congress expanded and amended the CARES Act by enacting Public Law 116-260. Per the amendment to the CARES Act, eligible employers are entitled to a refundable tax credit equal to 70% of the qualified wages paid to employees between January 1, 2021, and June 30, 2021, up to a maximum of$10,000 of wages per employee per quarter, with a maximum of $7,000 per employee per calendar quarter. Congress further extended the credit with the American Rescue Plan signed into law on March 11, 2021; the American Rescue Plan extended the credit for the period July 1, 2021 to December 31, 2021 with the same limitations as the prior amendment (i.e., tax credit equal to 70% of qualified wages up to a maximum of $10,000 of wages per employee per quarter). However, on November 15, 2021, President Biden signed into law the Infrastructure Investment and Jobs Act which redacted the credit for calendar quarter 4 of 2021. Qualified Wages must be paid on or after March 13, 2020 and before October 1, 2021, and may include wages paid to employees, as well as so much of the employer’s qualified health plan expenses as are properly allocable to such wages, not to exceed $10,000 per employee for calendar year 2020 or $10,000 per employee per calendar quarter in quarter 1, 2, or 3 of 2021 (“2021 Eligible Quarter”). | ||||||||
Employee retention credit as offset to payroll tax expense | 1,000,000 | ||||||||
Valuation allowance increased | $ 700,000 | ||||||||
Uncertain tax position | 0 | 0 | |||||||
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | 0 | |||||||
Federal | |||||||||
Income Taxes [Line Items] | |||||||||
Net operating loss carryforwards | $ 122,800,000 | 139,200,000 | |||||||
Net operating loss carryforwards, limitations on use | The 2017 Tax Cuts and Jobs Act (“TCJA”) will generally allow losses incurred after 2017 to be carried over indefinitely but will generally limit the net operating loss deduction to the lesser of the net operating loss carryover or 80% of a corporation’s taxable income (subject to Section 382 of the Internal Revenue Code of 1986, as amended). Also, there will be no carryback for losses incurred after 2017. Losses incurred prior to 2018 will generally be deductible to the extent of the lesser of a corporation’s net operating loss carryover or 100% of a corporation’s taxable income and be available for twenty years from the period the loss was generated. | ||||||||
Net operating loss carryforwards expiration period | 20 years | ||||||||
Net operating loss carryforwards not subject to expiration | $ 115,900,000 | ||||||||
Net operating loss carryforwards subject to expiration | $ 7,900,000 | ||||||||
Net operating loss carryforwards expiration year | 2037 | ||||||||
Tax credit carryforwards | $ 8,300,000 | 6,500,000 | |||||||
Tax credit carryforwards expiration year | 2042 | ||||||||
State | |||||||||
Income Taxes [Line Items] | |||||||||
Net operating loss carryforwards | $ 113,000,000 | 129,400,000 | |||||||
Net operating loss carryforwards expiration year | 2041 | ||||||||
State | Research and Development | |||||||||
Income Taxes [Line Items] | |||||||||
Tax credit carryforwards | $ 800,000 | $ 600,000 | |||||||
Tax credit carryforwards expiration year | 2037 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Expense (Benefit) (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income taxes at U.S. statutory rate | 21% | 21% |
State income taxes | 15% | 6% |
Permanent items | (3.20%) | 0% |
Tax Credit | (142.90%) | 5% |
Equity Compensation | 70.90% | 0% |
Other | 0.10% | 0% |
Change in valuation allowance | 44.70% | (32.00%) |
Total provision for income taxes | 5.60% | 0% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 32,931 | $ 37,411 |
Tax credits carryforwards | 8,930 | 6,968 |
Capitalized Sec. 174 Costs | 4,591 | |
Stock-based compensation | 673 | 1,268 |
Amortization | 323 | 493 |
Accruals | 545 | |
Lease liability | 175 | |
Unrealized gains/losses on investments | 4 | |
Other | 5 | 31 |
Total deferred tax assets | 47,453 | 46,895 |
Valuation allowance | $ (47,453) | (46,742) |
Net deferred tax assets | 153 | |
Deferred tax liabilities | ||
Tenant improvement allowance | (12) | |
Right of Use Asset | (141) | |
Total deferred tax liabilities | $ (153) |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Computation of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net income (loss) attributable to common stockholders—basic and diluted | $ 1,488 | $ (51,384) |
Denominator: | ||
Weighted-average common shares outstanding—basic | 26,287,264 | 21,661,450 |
Weighted-average common shares outstanding—diluted | 26,385,567 | 21,661,450 |
Net income (loss) per share applicable to common stockholders—basic | $ 0.06 | $ (2.37) |
Net income (loss) per share applicable to common stockholders—diluted | $ 0.06 | $ (2.37) |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Anti Dilutive Potential Common Shares Excluded From Computation of Diluted Net Income (Loss) Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Unvested Restricted Shares | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per common share | 124,768 | |
Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per common share | 1,740,158 | 2,373,024 |
Shares reserved for future issuance under the ESPP | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per common share | 175,667 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | 81 Months Ended | |||||
Jul. 16, 2021 | Mar. 16, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2019 | Apr. 30, 2016 | |
Related Party Transaction [Line Items] | |||||||
Number of common stock purchased | 8,333,333 | 0 | |||||
Common stock, shares issued | 26,287,264 | 26,287,264 | 26,287,264 | ||||
Lundbeckfond Invest A/S | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership interest percentage | 5.10% | 5% | 5.10% | ||||
Lundbeckfond Invest A/S | IPO | Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Number of common stock purchased | 187,500 | ||||||
Lundbeck | Lundbeck Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership interest percentage | 1.90% | 1.80% | 1.90% | ||||
Common stock, shares issued | 443,271 | 167,523 | |||||
Upfront and ongoing milestone payments | $ 0 | ||||||
Lundbeck | Lundbeck Agreement | Research and Development Expense | |||||||
Related Party Transaction [Line Items] | |||||||
Upfront and ongoing milestone payments | $ 300,000 | $ 2,000,000 | |||||
Series A Preferred Stock | Lundbeckfond Invest A/S | |||||||
Related Party Transaction [Line Items] | |||||||
Shares owned | 5,470,492 | ||||||
Series A Preferred Stock | Lundbeck | Lundbeck Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Shares owned | 499,069 | ||||||
Series Seed Convertible Preferred Stock | Lundbeckfond Invest A/S | |||||||
Related Party Transaction [Line Items] | |||||||
Shares owned | 478,749 | ||||||
Series B Preferred Stock | Lundbeckfond Invest A/S | |||||||
Related Party Transaction [Line Items] | |||||||
Shares owned | 1,326,111 |
Benefit Plans - Additional Info
Benefit Plans - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Contribution Savings Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Contribution to defined contribution savings plan | $ 0.1 | $ 0.2 |