Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Satsuma Pharmaceuticals, Inc. | |
Entity Central Index Key | 0001692830 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-39041 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-3039831 | |
Entity Address, Address Line One | 400 Oyster Point Boulevard | |
Entity Address, Address Line Two | Suite 221 | |
Entity Address, City or Town | South San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94080 | |
City Area Code | 650 | |
Local Phone Number | 410-3200 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common stock, par value $0.0001 | |
Trading Symbol | STSA | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 33,125,954 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 40,556 | $ 15,835 |
Short-term marketable securities | 23,880 | 77,315 |
Prepaid expenses and other current assets | 3,127 | 6,698 |
Total current assets | 67,563 | 99,848 |
Property and equipment, net | 6,769 | 6,792 |
Operating lease right-of-use asset | 154 | |
Long-term marketable securities | 2,620 | |
Other non-current assets | 551 | 572 |
Total assets | 75,037 | 109,832 |
Liabilities | ||
Accounts payable | 1,940 | 1,469 |
Accrued and other current liabilities | 4,546 | 5,943 |
Operating lease liability | 172 | |
Current portion of long-term debt | 1,080 | |
Total current liabilities | 6,658 | 8,492 |
Total liabilities | 6,658 | 8,492 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized as of September 30, 2022 and December 31, 2021; no shares issued and outstanding as of September 30, 2022 and December 31, 2021 | ||
Common stock, $0.0001 par value, 300,000,000 shares authorized as of September 30, 2022 and December 31, 2021; 33,125,954 shares and 31,545,564 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 3 | 3 |
Additional paid-in-capital | 257,100 | 243,115 |
Accumulated other comprehensive loss | (63) | (42) |
Accumulated deficit | (188,661) | (141,736) |
Total stockholders’ equity | 68,379 | 101,340 |
Total liabilities and stockholders’ equity | $ 75,037 | $ 109,832 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 33,125,954 | 31,545,564 |
Common stock, shares outstanding | 33,125,954 | 31,545,564 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating expenses | ||||
Research and development | $ 11,342 | $ 10,170 | $ 35,394 | $ 25,769 |
General and administrative | 4,067 | 3,160 | 11,961 | 9,837 |
Total operating expenses | 15,409 | 13,330 | 47,355 | 35,606 |
Loss from operations | (15,409) | (13,330) | (47,355) | (35,606) |
Interest income | 269 | 33 | 443 | 124 |
Interest expense | (35) | (13) | (139) | |
Net loss | (15,140) | (13,332) | (46,925) | (35,621) |
Unrealized gain (loss) on marketable securities | 44 | (7) | (21) | (41) |
Comprehensive loss | $ (15,096) | $ (13,339) | $ (46,946) | $ (35,662) |
Net loss per share attributable to common stockholders, basic | $ (0.48) | $ (0.42) | $ (1.48) | $ (1.26) |
Net loss per share attributable to common stockholders, diluted | $ (0.48) | $ (0.42) | $ (1.48) | $ (1.26) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic | 31,855,051 | 31,529,417 | 31,652,318 | 28,379,743 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted | 31,855,051 | 31,529,417 | 31,652,318 | 28,379,743 |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Private Placement | At-The-Market Offering | Common Stock | Common Stock Private Placement | Common Stock At-The-Market Offering | Additional Paid-in Capital | Additional Paid-in Capital Private Placement | Additional Paid-in Capital At-The-Market Offering | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance at Dec. 31, 2020 | $ 71,936 | $ 2 | $ 162,469 | $ 29 | $ (90,564) | ||||||
Beginning balance, Shares at Dec. 31, 2020 | 17,436,978 | ||||||||||
Issuance of common stock upon exercise of stock options | 8 | 8 | |||||||||
Issuance of common stock upon exercise of stock options, Shares | 7,932 | ||||||||||
Issuance of common stock net of issuance costs | $ 75,215 | $ 1 | $ 75,214 | ||||||||
Issuance of common stock net of issuance costs, Shares | 14,084,507 | ||||||||||
Stock-based compensation | 1,469 | 1,469 | |||||||||
Net loss | (10,457) | (10,457) | |||||||||
Other comprehensive income (loss) | (26) | (26) | |||||||||
Ending balance at Mar. 31, 2021 | 138,145 | $ 3 | 239,160 | 3 | (101,021) | ||||||
Ending Balance, Shares at Mar. 31, 2021 | 31,529,417 | ||||||||||
Beginning balance at Dec. 31, 2020 | 71,936 | $ 2 | 162,469 | 29 | (90,564) | ||||||
Beginning balance, Shares at Dec. 31, 2020 | 17,436,978 | ||||||||||
Net loss | (35,621) | ||||||||||
Ending balance at Sep. 30, 2021 | 115,673 | $ 3 | 241,867 | (12) | (126,185) | ||||||
Ending Balance, Shares at Sep. 30, 2021 | 31,529,417 | ||||||||||
Beginning balance at Mar. 31, 2021 | 138,145 | $ 3 | 239,160 | 3 | (101,021) | ||||||
Beginning balance, Shares at Mar. 31, 2021 | 31,529,417 | ||||||||||
Stock-based compensation | 1,434 | 1,434 | |||||||||
Net loss | (11,832) | (11,832) | |||||||||
Other comprehensive income (loss) | (8) | (8) | |||||||||
Ending balance at Jun. 30, 2021 | 127,739 | $ 3 | 240,594 | (5) | (112,853) | ||||||
Ending Balance, Shares at Jun. 30, 2021 | 31,529,417 | ||||||||||
Stock-based compensation | 1,273 | 1,273 | |||||||||
Net loss | (13,332) | (13,332) | |||||||||
Other comprehensive income (loss) | (7) | (7) | |||||||||
Ending balance at Sep. 30, 2021 | 115,673 | $ 3 | 241,867 | (12) | (126,185) | ||||||
Ending Balance, Shares at Sep. 30, 2021 | 31,529,417 | ||||||||||
Beginning balance at Dec. 31, 2021 | 101,340 | $ 3 | 243,115 | (42) | (141,736) | ||||||
Beginning balance, Shares at Dec. 31, 2021 | 31,545,564 | ||||||||||
Stock-based compensation | 1,239 | 1,239 | |||||||||
Net loss | (15,517) | (15,517) | |||||||||
Other comprehensive income (loss) | (79) | (79) | |||||||||
Ending balance at Mar. 31, 2022 | 86,983 | $ 3 | 244,354 | (121) | (157,253) | ||||||
Ending Balance, Shares at Mar. 31, 2022 | 31,545,564 | ||||||||||
Beginning balance at Dec. 31, 2021 | 101,340 | $ 3 | 243,115 | (42) | (141,736) | ||||||
Beginning balance, Shares at Dec. 31, 2021 | 31,545,564 | ||||||||||
Net loss | (46,925) | ||||||||||
Ending balance at Sep. 30, 2022 | 68,379 | $ 3 | 257,100 | (63) | (188,661) | ||||||
Ending Balance, Shares at Sep. 30, 2022 | 33,125,954 | ||||||||||
Beginning balance at Mar. 31, 2022 | 86,983 | $ 3 | 244,354 | (121) | (157,253) | ||||||
Beginning balance, Shares at Mar. 31, 2022 | 31,545,564 | ||||||||||
Stock-based compensation | 1,355 | 1,355 | |||||||||
Issuance of common stock under employee share purchase plan | 105 | 105 | |||||||||
Issuance of common stock under employee share purchase plan, Shares | 41,929 | ||||||||||
Net loss | (16,268) | (16,268) | |||||||||
Other comprehensive income (loss) | 14 | 14 | |||||||||
Ending balance at Jun. 30, 2022 | 72,189 | $ 3 | 245,814 | (107) | (173,521) | ||||||
Ending Balance, Shares at Jun. 30, 2022 | 31,587,493 | ||||||||||
Issuance of common stock net of issuance costs | $ 9,700 | $ 9,700 | |||||||||
Issuance of common stock net of issuance costs, Shares | 1,538,461 | ||||||||||
Stock-based compensation | 1,586 | 1,586 | |||||||||
Net loss | (15,140) | (15,140) | |||||||||
Other comprehensive income (loss) | 44 | 44 | |||||||||
Ending balance at Sep. 30, 2022 | $ 68,379 | $ 3 | $ 257,100 | $ (63) | $ (188,661) | ||||||
Ending Balance, Shares at Sep. 30, 2022 | 33,125,954 |
Condensed Statements of Stock_2
Condensed Statements of Stockholders' Equity (Parenthetical) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Mar. 31, 2021 | |
Private Placement | ||
Common stock issuance costs | $ 4,785 | |
At-The-Market Offering | ||
Common stock issuance costs | $ 300 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (46,925) | $ (35,621) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 334 | 292 |
Amortization of operating lease right-of-use asset | 127 | |
Non-cash interest expense, and amortization of debt discount and issuance costs | 3 | 41 |
Amortization of premiums / (accretion of discounts), net on marketable securities | 278 | 377 |
Stock-based compensation | 4,180 | 4,176 |
Changes in assets and liabilities | ||
Prepaid expenses and other assets | 3,592 | 1,850 |
Accounts payable | 495 | (1,167) |
Accrued and other current liabilities | (1,397) | 666 |
Operating lease liabilities, net | (109) | |
Other non-current liabilities | (9) | |
Net cash used in operating activities | (39,422) | (29,395) |
Cash flows from investing activities | ||
Purchases of marketable securities | (25,292) | (69,226) |
Proceeds from maturities of marketable securities | 81,048 | 32,830 |
Purchases of property and equipment | (335) | (2,000) |
Net cash provided by (used in) investing activities | 55,421 | (38,396) |
Cash flows from financing activities | ||
Repayment of debt | (1,083) | (1,500) |
Proceeds from private placement financing, net of issuance costs | 75,215 | |
Proceeds from At-the-Market offering, net | 9,700 | |
Proceeds from issuance of common stock under employee plans | 105 | 8 |
Net cash provided by financing activities | 8,722 | 73,723 |
Net increase in cash and cash equivalents | 24,721 | 5,932 |
Cash and cash equivalents | ||
Cash and cash equivalents, at beginning of period | 15,835 | 36,326 |
Cash and cash equivalents, at end of period | 40,556 | 42,258 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 5 | |
Cash paid for interest | 14 | 107 |
Supplemental non-cash investing and financing activities: | ||
Operating lease right-of-use asset recorded on the adoption of ASC 842 | 80 | |
Operating lease right-of-use assets obtained in exchange for new lease liabilities | $ 201 | |
Purchases of property and equipment in accounts payable and accrued and other current liabilities | $ 218 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Organization and Summary of significant Accounting Policies | Note 1. Organization and Summary of Significant Accounting Policies Description of the Business Satsuma Pharmaceuticals, Inc. (the “Company”) is a clinical-stage biopharmaceutical company developing a novel therapeutic for the acute treatment of migraine. The Company’s product candidate, STS101, is a drug-device combination of a proprietary dry-powder formulation of dihydroergotamine mesylate, or DHE, which can be quickly and easily self-administered by a proprietary pre-filled, single-use, nasal delivery device. The Company, headquartered in South San Francisco, was incorporated in 2016 in the state of Delaware. Private Placement In February 2021, the Company entered into a Securities Purchase Agreement with certain purchasers, pursuant to which the Company agreed to sell and issue to certain purchasers an aggregate of 14,084,507 shares of its common stock at a per share purchase price of $5.68, the closing price of its common stock on the Nasdaq Global Market on February 26, 2021, for gross proceeds of $80.0 million (“Private Placement”). The Private Placement closed in March 2021 and the Company received $75.2 million in net proceeds after deducting commissions and offering expenses. At-the-Market Equity Offering In October 2020, the Company entered into a sales agreement (the “SVB Sales Agreement”) with SVB Securities LLC (formerly known as SVB Leerink LLC) (“SVB”) to sell shares of its common stock, from time to time, through an at-the-market (“ATM”) equity offering program under which SVB acted as its sales agent and pursuant to which the Company could sell common stock for aggregate gross sales proceeds of up to $50.0 million. The issuance and sale of shares of common stock by the Company pursuant to the SVB Sales Agreement was deemed an ATM offering under the Securities Act of 1933, as amended. SVB was entitled to compensation for its services equal to up to 3.0% of the gross proceeds of any shares of common stock sold through SVB under the SVB Sales Agreement. In September 2022, the Company issued and sold 1,538,461 shares of common stock under the SVB Sales Agreement. The shares were sold at a price of $6.50 per share for aggregate net proceeds of approximately $9.7 million, after deducting sales commission of $0.3 million payable by the Company. Prior to the quarter ended September 30, 2022, the Company had not issued any shares of common stock under the SVB Sales Agreement. In October 2022, the Company terminated the SVB Sales Agreement and the offer and sale of shares under the SVB Sales Agreement prospectus supplement filed in October 2020. In November 2022, the Company entered into an At-the-Market Sales Agreement (the “Virtu Sales Agreement”), with Virtu Americas LLC (“Virtu”), to sell shares of its common stock, from time to time, through an ATM equity offering program under which Virtu will act as its sales agent and pursuant to which the Company may sell common stock for aggregate gross sales proceeds of up to $100.0 million. The issuance and sale of shares of common stock by the Company pursuant to the Virtu Sales Agreement is deemed an ATM offering under the Securities Act of 1933, as amended. Virtu is entitled to compensation for its services equal to up to 3.0% of the gross proceeds of any shares of common stock sold through Virtu under the Virtu Sales Agreement. Liquidity The Company is subject to risks and uncertainties common to early-stage companies in the biopharmaceutical industry, including, but not limited to, risks of clinical delays or failure, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, reliance on contract manufacturing organizations (“CMOs”) and contract research organizations (“CROs”), compliance with government regulations and the need to obtain additional financing to fund operations. STS101 is an investigational product candidate that will require completion of clinical development prior to any submission for regulatory approval and commercialization, if approved. These efforts require significant amounts of additional capital, adequate personnel, infrastructure, and extensive compliance and reporting. The Company has incurred significant losses and negative cash flows from operations in all periods since its inception and had an accumulated deficit of $188.7 million as of September 30, 2022. The Company has historically financed its operations primarily through its initial public offering (“IPO”), private placements of its equity securities, an ATM equity offering and borrowings under its former long-term debt facility. The Company has no products approved for sale, and the Company has not generated any revenue since its inception. The Company expects to incur significant additional operating losses over at least the next several years. There can be no assurance that in the event the Company requires additional financing, such financing will be available on terms which are favorable or at all. Failure to generate sufficient cash flows from operations or raise additional capital to support its operations would have a material adverse effect on the Company’s ability to achieve its intended business objectives. As of September 30, 2022, the Company had cash, cash equivalents and marketable securities of $64.4 million. The Company’s management believes that the Company’s current cash, cash equivalents and marketable securities will be sufficient to fund its planned operations for at least 12 months from the date of the issuance of these unaudited interim condensed financial statements as of and for the three and nine months ended September 30, 2022. Basis of Presentation The unaudited interim condensed financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) , as defined by the Financial Accounting Standards Board, or the FASB Unaudited Interim Financial Information The accompanying condensed balance sheet as of September 30, 2022, the condensed statements of operations and comprehensive loss for the three and nine months ended September 30, 2022 and 2021, the condensed statements of stockholders’ equity for the three and nine months ended September 30, 2022 and 2021 and the condensed statements of cash flows for the nine months ended September 30, 2022 and 2021 are unaudited. The unaudited interim condensed financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2022 and the results of its operations for the three and nine months ended September 30, 2022 and 2021 and its cash flows for the nine months ended September 30, 2022 and 2021. The financial data and other information disclosed in these notes related to the three and nine months ended September 30, 2022 and 2021 are also unaudited. The results for the three and nine months ended September 30, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods, or any future year or period. The balance sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted from the unaudited interim condensed financial statements. The accompanying interim unaudited condensed financial statements should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2021, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission, or the SEC, on March 15, 2022. Use of Estimates The preparation of unaudited interim condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed financial statements and the reported amounts of income and expenses during the reporting period. Such estimates include the accrual of research and development expenses, useful lives of property and equipment and the fair value of stock-based awards. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the impact of the COVID-19 pandemic and related impacts on the global economy which may delay the enrollment of subjects for our clinical trials and may disrupt our supply chain for development and manufacturing activities, and adjust those estimates and assumptions when facts and circumstances dictate. Actual results could differ materially from those estimates and assumptions. Concentration of Credit Risk The Company has no significant off-balance sheet concentrations of credit risk. Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents and marketable securities. Substantially all the Company’s cash is held by one financial institution that management believes to be of high credit quality. Such deposits may, at times, exceed federally insured limits. The Company invests its cash equivalents in marketable securities and money market funds. The Company has not experienced any credit losses on its deposits of cash or cash equivalents. Leases In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (Topic 842) "Leases." Leases Leases (ASC 842): Targeted Improvements The reported results for the three and nine months ended September 30 , 2022 reflect the application of ASC 842, while the comparative information has not been restated and continues to be reported under the related lease accounting standards in effect for those periods. The adoption of this update represents a change in accounting principle and resulted in the recognition of right-of-use ("ROU") assets and operating lease liabilities. The Company elected the package of practical expedients, which permits the Company not to reassess prior conclusions about lease identification, lease classification and initial direct costs incurred. The Company also elected the practical expedient to combine lease and non-lease components when determining the ROU asset and lease liability, as well as the practical expedient to exclude leases with an initial term of 12 months or less. The primary effect of adopting this standard relates to the recognition of operating leases on the condensed b alance s heets and providing additional disclosures about the Company’s leasing activities. The Company adopted ASC 842 effective January 1, 2022 using a modified retrospective method and did not restate comparative periods. The Company recognized ROU assets of $0.1 million and lease liabilities of $0.1 million for its operating leases as of January 1, 2022. The adoption of these ASUs did not have any impact on the condensed statements of operations and comprehensive loss and condensed statements of cash flows. See Note 8 for more information related to the Company’s lease obligations. Recent Accounting Pronouncements New Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 2. Fair Value Measurements The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the unaudited interim condensed financial statements on a recurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows: Level 1—Observable inputs, such as quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. As of September 30, 2022, financial assets measured and recognized at fair value were as follows (in thousands): Fair Value Measurements at September 30, 2022 Level 1 Level 2 Level 3 Total Assets U.S. government bonds $ 8,553 $ — $ — $ 8,553 Corporate bonds — 14,456 — 14,456 Asset backed securities — 871 — 871 Marketable securities 8,553 15,327 — 23,880 Money market funds (1) 40,513 — — 40,513 Total fair value of assets $ 49,066 $ 15,327 $ — $ 64,393 (1) Included in cash and cash equivalents on the balance sheet. Fair Value Measurements at September 30, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimate Fair Value Assets U.S. government bonds $ 8,595 $ — $ (42 ) $ 8,553 Corporate bonds 14,468 — (12 ) 14,456 Asset backed securities 880 — (9 ) 871 Marketable securities 23,943 — (63 ) 23,880 Money market funds (1) 40,513 — — 40,513 Total fair value of assets $ 64,456 $ — $ (63 ) $ 64,393 (1) Included in cash and cash equivalents on the balance sheet. As of December 31, 2021, financial assets measured and recognized at fair value were as follows (in thousands): Fair Value Measurements at December 31, 2021 Level 1 Level 2 Level 3 Total Assets U.S. government bonds $ 4,667 $ — $ — $ 4,667 Foreign government agency bonds (1) — 6,526 — 6,526 Corporate bonds — 49,989 — 49,989 Asset backed securities — 18,753 — 18,753 Marketable securities 4,667 75,268 — 79,935 Money market funds (2) 15,809 — — 15,809 Total fair value of assets $ 20,476 $ 75,268 $ — $ 95,744 (1) Consists of short-term agency bonds of Asian Development Bank and International Bank for Reconstruction and Development. (2) Included in cash and cash equivalents on the balance sheet. Fair Value Measurements at December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimate Fair Value Assets U.S. government bonds $ 4,670 $ — $ (3 ) $ 4,667 Foreign government agency bonds (1) 6,530 — (4 ) 6,526 Corporate bonds 50,008 — (19 ) 49,989 Asset backed securities 18,769 — (16 ) 18,753 Marketable securities 79,977 — (42 ) 79,935 Money market funds (2) 15,809 — — 15,809 Total fair value of assets $ 95,786 $ — $ (42 ) $ 95,744 (1) Consists of short-term agency bonds of Asian Development Bank and International Bank for Reconstruction and Development. (2) Included in cash and cash equivalents on the balance sheet. There were no financial liabilities measured and recognized at fair value as of September 30, 2022 and December 31, 2021. |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | 3. Balance Sheet Components Property and Equipment, Net Depreciation is computed using the straight-line method. Depreciation expense was $0.3 million and $0.3 million for the nine months ended September 30, 2022 and 2021, respectively. Depreciation expense was $0.1 million and $0.1 million for the three months ended September 30, 2022 and 2021, respectively. Accumulated depreciation as of , 2022 and December 31, 2021 was $1.0 million and $0.6 million, respectively. Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following (in thousands): September 30, December 31, 2022 2021 Accrued salaries and benefits $ 1,959 $ 2,117 Accrued research and development expenses 2,294 3,396 Accrued professional services 245 361 Other 48 69 Total $ 4,546 $ 5,943 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 4 . Long-Term Debt On October 26, 2018, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Silicon Valley Bank. The Loan Agreement provided for loan advances of up to $10.0 million. The first advance (the “Term A Loan”) of $5.0 million was available for draw down by the Company as of the effective date of the Loan Agreement. The remaining $5.0 million under the facility was never drawn down and is no longer available for draw. Interest on the loan advances were payable monthly at a floating per annum rate equal to the greater of 1.5% above the prime rate or 6.5%. Upon the occurrence of an event of default, interest would increase to 5.0% above the rate that is otherwise applicable. The maturity date of the loan advances was May 1, 2022. The effective interest rate of the Term Loan approximated its stated interest rates. The Company accreted the final payment due at maturity using the effective interest rate method. The accrued liabilities related to the accretion of the final payment were $0.2 million as of December 31, 2021 and were included in the current portion of long-term debt on the Company’s condensed balance sheets. On May 3, 2022, the Company repaid its entire obligation under the Loan Agreement amounting to $0.4 million, including outstanding loan amount of $0.2 million and final payment of $0.2 million. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 5. Stock-Based Compensation A summary of stock option activity for the nine months ended September 30, 2022 is set forth below: Outstanding Options Shares Available for Grant Number of Shares Weighted Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Balance, January 1, 2022 1,493,893 3,202,588 $ 9.14 7.7 Additional shares authorized 1,261,822 Options granted (2,154,500 ) 2,154,500 $ 3.52 9.7 Options cancelled 64,685 (64,685 ) $ 10.21 Balance, September 30, 2022 665,900 5,292,403 $ 6.84 8.1 Exercisable as of September 30, 2022 2,237,795 $ 8.48 6.8 Vested and expected to vest, September 30, 2022 5,292,403 $ 6.84 8.1 The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2022 and 2021 was $2.76 and $3.77 per share, respectively. As of September 30, 2022, the total unrecognized stock-based compensation expense for stock options was $11.4 million, which is expected to be recognized over a weighted-average period of 2.7 years. The total fair value of options vested for the nine months ended September 30, 2022 and 2021 was $4.0 million and $6.0 million, respectively. 2019 Share Purchase Plan In September 2019, the Company adopted the 2019 Employee Share Purchase Plan (“ESPP”), which became effective on the day of effectiveness of the Company’s registration statement on Form S-1 filed in connection with its IPO . As of September 30, 2022, 750,802 shares under the ESPP remain available for purchase. On June 15, 2022, the Company issued 41,929 shares under the ESPP. The offering period and purchase period is determined by the board of directors (the “Board”). The Board authorized a new offering period of six months beginning June 16, 2022 through December 15, 2022. Stock-Based Compensation Expense Total stock-based compensation expense recorded related to options granted to employees and non-employees was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 578 $ 476 $ 1,481 $ 1,372 General and administrative 1,008 797 2,699 2,804 $ 1,586 $ 1,273 $ 4,180 $ 4,176 |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | 6 . Net Loss Per Share Attributable to Common Stockholders The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss attributable to common stockholders $ (15,140 ) $ (13,332 ) $ (46,925 ) $ (35,621 ) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 31,855,051 31,529,417 31,652,318 28,379,743 Net loss per share attributable to common stockholders, basic and diluted $ (0.48 ) $ (0.42 ) $ (1.48 ) $ (1.26 ) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the period presented because including them would have been antidilutive: September 30, 2022 2021 Options to purchase common stock 5,292,403 3,209,616 Shares committed under ESPP 57,199 — Total 5,349,602 3,209,616 |
Related Party Transaction
Related Party Transaction | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7 . Related Party Transactions Two existing stockholders of the Company that are affiliated with directors of the Company purchased a total of 2,464,788 shares of the Company’s common stock, with an aggregate purchase price of $14.0 million, in the Private Placement. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8 . Commitments and Contingencies Operating Leases Rent expense for the three and nine months ended September 30, 2021 was $0.1 million and 0.2 million, respectively. Operating lease cost consists of the following (in thousands): Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 Operating lease cost $ 47 $ 134 Short-term lease cost 35 102 Total lease cost $ 82 $ 236 Future minimum lease payments under non-cancelable operating leases as of December 31, 2021 were as follows (in thousands): Operating Leases 2022 $ 201 Total minimum lease payments $ 201 The maturities of operating lease liabilities as of September 30, 2022 are as follows (in thousands): September 30, 2022 2022 (remaining three months) $ 35 2023 141 Total undiscounted lease payments 176 Less: imputed interest 4 Total operating lease liability 172 Less: current portion 172 Operating lease liability, net of current portion $ — As of September 30, 2022, the remaining term for the operating lease in North Carolina was 0.8 years, and the discount rate used to measure the lease liability for such operating lease upon recognition was 4.9%. During the nine months ended September 30, 2022, cash paid for amounts included in operating lease liabilities of $0.1 million was included in cash flows from operating activities on the condensed statements of cash flows. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9 . Income Taxes For the nine months ended September 30, 2022 and 2021, the Company did not record an income tax provision. The U.S. federal and California deferred tax assets generated from the Company’s net operating losses have been fully reserved, as the Company believes it is more likely than not the benefit will not be realized. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 1 0 . Subsequent Events For the purposes of the unaudited interim condensed financial statements as of September 30, 2022 and for the three and nine months ended, the Company has evaluated the subsequent events through November 3, 2022, the date the unaudited interim condensed financial statements were issued. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of the Business | Description of the Business Satsuma Pharmaceuticals, Inc. (the “Company”) is a clinical-stage biopharmaceutical company developing a novel therapeutic for the acute treatment of migraine. The Company’s product candidate, STS101, is a drug-device combination of a proprietary dry-powder formulation of dihydroergotamine mesylate, or DHE, which can be quickly and easily self-administered by a proprietary pre-filled, single-use, nasal delivery device. The Company, headquartered in South San Francisco, was incorporated in 2016 in the state of Delaware. |
Private Placement | Private Placement In February 2021, the Company entered into a Securities Purchase Agreement with certain purchasers, pursuant to which the Company agreed to sell and issue to certain purchasers an aggregate of 14,084,507 shares of its common stock at a per share purchase price of $5.68, the closing price of its common stock on the Nasdaq Global Market on February 26, 2021, for gross proceeds of $80.0 million (“Private Placement”). The Private Placement closed in March 2021 and the Company received $75.2 million in net proceeds after deducting commissions and offering expenses. |
At-The-Market Equity Offering | At-the-Market Equity Offering In October 2020, the Company entered into a sales agreement (the “SVB Sales Agreement”) with SVB Securities LLC (formerly known as SVB Leerink LLC) (“SVB”) to sell shares of its common stock, from time to time, through an at-the-market (“ATM”) equity offering program under which SVB acted as its sales agent and pursuant to which the Company could sell common stock for aggregate gross sales proceeds of up to $50.0 million. The issuance and sale of shares of common stock by the Company pursuant to the SVB Sales Agreement was deemed an ATM offering under the Securities Act of 1933, as amended. SVB was entitled to compensation for its services equal to up to 3.0% of the gross proceeds of any shares of common stock sold through SVB under the SVB Sales Agreement. In September 2022, the Company issued and sold 1,538,461 shares of common stock under the SVB Sales Agreement. The shares were sold at a price of $6.50 per share for aggregate net proceeds of approximately $9.7 million, after deducting sales commission of $0.3 million payable by the Company. Prior to the quarter ended September 30, 2022, the Company had not issued any shares of common stock under the SVB Sales Agreement. In October 2022, the Company terminated the SVB Sales Agreement and the offer and sale of shares under the SVB Sales Agreement prospectus supplement filed in October 2020. In November 2022, the Company entered into an At-the-Market Sales Agreement (the “Virtu Sales Agreement”), with Virtu Americas LLC (“Virtu”), to sell shares of its common stock, from time to time, through an ATM equity offering program under which Virtu will act as its sales agent and pursuant to which the Company may sell common stock for aggregate gross sales proceeds of up to $100.0 million. The issuance and sale of shares of common stock by the Company pursuant to the Virtu Sales Agreement is deemed an ATM offering under the Securities Act of 1933, as amended. Virtu is entitled to compensation for its services equal to up to 3.0% of the gross proceeds of any shares of common stock sold through Virtu under the Virtu Sales Agreement. |
Liquidity | Liquidity The Company is subject to risks and uncertainties common to early-stage companies in the biopharmaceutical industry, including, but not limited to, risks of clinical delays or failure, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, reliance on contract manufacturing organizations (“CMOs”) and contract research organizations (“CROs”), compliance with government regulations and the need to obtain additional financing to fund operations. STS101 is an investigational product candidate that will require completion of clinical development prior to any submission for regulatory approval and commercialization, if approved. These efforts require significant amounts of additional capital, adequate personnel, infrastructure, and extensive compliance and reporting. The Company has incurred significant losses and negative cash flows from operations in all periods since its inception and had an accumulated deficit of $188.7 million as of September 30, 2022. The Company has historically financed its operations primarily through its initial public offering (“IPO”), private placements of its equity securities, an ATM equity offering and borrowings under its former long-term debt facility. The Company has no products approved for sale, and the Company has not generated any revenue since its inception. The Company expects to incur significant additional operating losses over at least the next several years. There can be no assurance that in the event the Company requires additional financing, such financing will be available on terms which are favorable or at all. Failure to generate sufficient cash flows from operations or raise additional capital to support its operations would have a material adverse effect on the Company’s ability to achieve its intended business objectives. As of September 30, 2022, the Company had cash, cash equivalents and marketable securities of $64.4 million. The Company’s management believes that the Company’s current cash, cash equivalents and marketable securities will be sufficient to fund its planned operations for at least 12 months from the date of the issuance of these unaudited interim condensed financial statements as of and for the three and nine months ended September 30, 2022. |
Basis of Presentation | Basis of Presentation The unaudited interim condensed financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) , as defined by the Financial Accounting Standards Board, or the FASB |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying condensed balance sheet as of September 30, 2022, the condensed statements of operations and comprehensive loss for the three and nine months ended September 30, 2022 and 2021, the condensed statements of stockholders’ equity for the three and nine months ended September 30, 2022 and 2021 and the condensed statements of cash flows for the nine months ended September 30, 2022 and 2021 are unaudited. The unaudited interim condensed financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2022 and the results of its operations for the three and nine months ended September 30, 2022 and 2021 and its cash flows for the nine months ended September 30, 2022 and 2021. The financial data and other information disclosed in these notes related to the three and nine months ended September 30, 2022 and 2021 are also unaudited. The results for the three and nine months ended September 30, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods, or any future year or period. The balance sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted from the unaudited interim condensed financial statements. The accompanying interim unaudited condensed financial statements should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2021, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission, or the SEC, on March 15, 2022. |
Use of Estimates | Use of Estimates The preparation of unaudited interim condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed financial statements and the reported amounts of income and expenses during the reporting period. Such estimates include the accrual of research and development expenses, useful lives of property and equipment and the fair value of stock-based awards. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the impact of the COVID-19 pandemic and related impacts on the global economy which may delay the enrollment of subjects for our clinical trials and may disrupt our supply chain for development and manufacturing activities, and adjust those estimates and assumptions when facts and circumstances dictate. Actual results could differ materially from those estimates and assumptions. |
Concentration of Credit Risk | Concentration of Credit Risk The Company has no significant off-balance sheet concentrations of credit risk. Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents and marketable securities. Substantially all the Company’s cash is held by one financial institution that management believes to be of high credit quality. Such deposits may, at times, exceed federally insured limits. The Company invests its cash equivalents in marketable securities and money market funds. The Company has not experienced any credit losses on its deposits of cash or cash equivalents. |
Leases | Leases In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (Topic 842) "Leases." Leases Leases (ASC 842): Targeted Improvements The reported results for the three and nine months ended September 30 , 2022 reflect the application of ASC 842, while the comparative information has not been restated and continues to be reported under the related lease accounting standards in effect for those periods. The adoption of this update represents a change in accounting principle and resulted in the recognition of right-of-use ("ROU") assets and operating lease liabilities. The Company elected the package of practical expedients, which permits the Company not to reassess prior conclusions about lease identification, lease classification and initial direct costs incurred. The Company also elected the practical expedient to combine lease and non-lease components when determining the ROU asset and lease liability, as well as the practical expedient to exclude leases with an initial term of 12 months or less. The primary effect of adopting this standard relates to the recognition of operating leases on the condensed b alance s heets and providing additional disclosures about the Company’s leasing activities. The Company adopted ASC 842 effective January 1, 2022 using a modified retrospective method and did not restate comparative periods. The Company recognized ROU assets of $0.1 million and lease liabilities of $0.1 million for its operating leases as of January 1, 2022. The adoption of these ASUs did not have any impact on the condensed statements of operations and comprehensive loss and condensed statements of cash flows. See Note 8 for more information related to the Company’s lease obligations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets Measured and Recognized at Fair Value | As of September 30, 2022, financial assets measured and recognized at fair value were as follows (in thousands): Fair Value Measurements at September 30, 2022 Level 1 Level 2 Level 3 Total Assets U.S. government bonds $ 8,553 $ — $ — $ 8,553 Corporate bonds — 14,456 — 14,456 Asset backed securities — 871 — 871 Marketable securities 8,553 15,327 — 23,880 Money market funds (1) 40,513 — — 40,513 Total fair value of assets $ 49,066 $ 15,327 $ — $ 64,393 (1) Included in cash and cash equivalents on the balance sheet. Fair Value Measurements at September 30, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimate Fair Value Assets U.S. government bonds $ 8,595 $ — $ (42 ) $ 8,553 Corporate bonds 14,468 — (12 ) 14,456 Asset backed securities 880 — (9 ) 871 Marketable securities 23,943 — (63 ) 23,880 Money market funds (1) 40,513 — — 40,513 Total fair value of assets $ 64,456 $ — $ (63 ) $ 64,393 (1) Included in cash and cash equivalents on the balance sheet. As of December 31, 2021, financial assets measured and recognized at fair value were as follows (in thousands): Fair Value Measurements at December 31, 2021 Level 1 Level 2 Level 3 Total Assets U.S. government bonds $ 4,667 $ — $ — $ 4,667 Foreign government agency bonds (1) — 6,526 — 6,526 Corporate bonds — 49,989 — 49,989 Asset backed securities — 18,753 — 18,753 Marketable securities 4,667 75,268 — 79,935 Money market funds (2) 15,809 — — 15,809 Total fair value of assets $ 20,476 $ 75,268 $ — $ 95,744 (1) Consists of short-term agency bonds of Asian Development Bank and International Bank for Reconstruction and Development. (2) Included in cash and cash equivalents on the balance sheet. Fair Value Measurements at December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimate Fair Value Assets U.S. government bonds $ 4,670 $ — $ (3 ) $ 4,667 Foreign government agency bonds (1) 6,530 — (4 ) 6,526 Corporate bonds 50,008 — (19 ) 49,989 Asset backed securities 18,769 — (16 ) 18,753 Marketable securities 79,977 — (42 ) 79,935 Money market funds (2) 15,809 — — 15,809 Total fair value of assets $ 95,786 $ — $ (42 ) $ 95,744 (1) Consists of short-term agency bonds of Asian Development Bank and International Bank for Reconstruction and Development. (2) Included in cash and cash equivalents on the balance sheet. |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consisted of the following (in thousands): September 30, December 31, 2022 2021 Accrued salaries and benefits $ 1,959 $ 2,117 Accrued research and development expenses 2,294 3,396 Accrued professional services 245 361 Other 48 69 Total $ 4,546 $ 5,943 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Option Activity | A summary of stock option activity for the nine months ended September 30, 2022 is set forth below: Outstanding Options Shares Available for Grant Number of Shares Weighted Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Balance, January 1, 2022 1,493,893 3,202,588 $ 9.14 7.7 Additional shares authorized 1,261,822 Options granted (2,154,500 ) 2,154,500 $ 3.52 9.7 Options cancelled 64,685 (64,685 ) $ 10.21 Balance, September 30, 2022 665,900 5,292,403 $ 6.84 8.1 Exercisable as of September 30, 2022 2,237,795 $ 8.48 6.8 Vested and expected to vest, September 30, 2022 5,292,403 $ 6.84 8.1 |
Summary of Stock Based Compensation Expense | Total stock-based compensation expense recorded related to options granted to employees and non-employees was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 578 $ 476 $ 1,481 $ 1,372 General and administrative 1,008 797 2,699 2,804 $ 1,586 $ 1,273 $ 4,180 $ 4,176 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss attributable to common stockholders $ (15,140 ) $ (13,332 ) $ (46,925 ) $ (35,621 ) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 31,855,051 31,529,417 31,652,318 28,379,743 Net loss per share attributable to common stockholders, basic and diluted $ (0.48 ) $ (0.42 ) $ (1.48 ) $ (1.26 ) |
Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the period presented because including them would have been antidilutive: September 30, 2022 2021 Options to purchase common stock 5,292,403 3,209,616 Shares committed under ESPP 57,199 — Total 5,349,602 3,209,616 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease Cost | Operating lease cost consists of the following (in thousands): Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 Operating lease cost $ 47 $ 134 Short-term lease cost 35 102 Total lease cost $ 82 $ 236 |
Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Leases | Future minimum lease payments under non-cancelable operating leases as of December 31, 2021 were as follows (in thousands): Operating Leases 2022 $ 201 Total minimum lease payments $ 201 The maturities of operating lease liabilities as of September 30, 2022 are as follows (in thousands): September 30, 2022 2022 (remaining three months) $ 35 2023 141 Total undiscounted lease payments 176 Less: imputed interest 4 Total operating lease liability 172 Less: current portion 172 Operating lease liability, net of current portion $ — |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | ||||||
Nov. 03, 2022 | Feb. 26, 2021 | Mar. 31, 2021 | Oct. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | |
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Proceeds from private placement financing, net of issuance costs | $ 75,215 | |||||||
Accumulated deficit | $ 188,661 | $ 141,736 | ||||||
Cash, cash equivalents and marketable securities | 64,400 | |||||||
Operating lease right-of-use asset | 154 | |||||||
Operating lease, liability | $ 172 | |||||||
ASU 2016-02 | ||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Change in accounting principle, ASU, adopted [true false] | true | |||||||
Change in accounting principle, ASU, adoption date | Jan. 01, 2022 | |||||||
Change in accounting principle, ASU, immaterial effect [true false] | true | |||||||
Operating lease right-of-use asset | $ 100 | |||||||
Operating lease, liability | $ 100 | |||||||
Securities Purchase Agreement | ||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Gross proceeds from issuance of common stock | $ 80,000 | |||||||
Common Stock | Securities Purchase Agreement | ||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Share issued | 14,084,507 | |||||||
Shares issued, price per share | $ 5.68 | |||||||
Proceeds from private placement financing, net of issuance costs | $ 75,200 | |||||||
Common Stock | At-the-Market Equity Offering | SVB Securities LLC | ||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Share issued | 1,538,461 | |||||||
Gross proceeds from issuance of common stock | $ 9,700 | |||||||
Maximum aggregate gross expected sales proceeds | $ 50,000 | |||||||
Maximum compensation for services of gross proceeds | 3% | |||||||
Sale of stock, price per share | $ 6.50 | |||||||
Payments of stock issuance costs | $ 300 | |||||||
Common Stock | At-the-Market Equity Offering | Virtu Americas LLC | Subsequent Event | ||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Gross proceeds from issuance of common stock | $ 100,000 | |||||||
Common Stock | At-the-Market Equity Offering | Virtu Americas LLC | Maximum | Subsequent Event | ||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Percentage of compensation for services of gross proceeds of common shares | 3% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets Measured and Recognized at Fair Value (Details) - Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Assets | |||
Marketable Securities | $ 23,880 | $ 79,935 | |
Total fair value of assets | 64,393 | 95,744 | |
Marketable Securities Amortized Cost | 23,943 | 79,977 | |
Marketable Securities Gross Unrealized Losses | (63) | (42) | |
Marketable Securities Estimate Fair Value | 23,880 | 79,935 | |
Amortized Cost | 64,456 | 95,786 | |
Gross Unrealized Losses | (63) | (42) | |
Estimate Fair Value | 64,393 | 95,744 | |
U.S. government Bonds | |||
Assets | |||
Marketable Securities | 8,553 | 4,667 | |
Marketable Securities Amortized Cost | 8,595 | 4,670 | |
Marketable Securities Gross Unrealized Losses | (42) | (3) | |
Marketable Securities Estimate Fair Value | 8,553 | 4,667 | |
Foreign Government Agency Bonds | |||
Assets | |||
Marketable Securities | [1] | 6,526 | |
Marketable Securities Amortized Cost | [1] | 6,530 | |
Marketable Securities Gross Unrealized Losses | [1] | (4) | |
Marketable Securities Estimate Fair Value | [1] | 6,526 | |
Corporate Bonds | |||
Assets | |||
Marketable Securities | 14,456 | 49,989 | |
Marketable Securities Amortized Cost | 14,468 | 50,008 | |
Marketable Securities Gross Unrealized Losses | (12) | (19) | |
Marketable Securities Estimate Fair Value | 14,456 | 49,989 | |
Asset Backed Securities | |||
Assets | |||
Marketable Securities | 871 | 18,753 | |
Marketable Securities Amortized Cost | 880 | 18,769 | |
Marketable Securities Gross Unrealized Losses | (9) | (16) | |
Marketable Securities Estimate Fair Value | 871 | 18,753 | |
Money Market Funds | |||
Assets | |||
Money market funds | [2] | 40,513 | 15,809 |
Amortized Cost | [2] | 40,513 | 15,809 |
Estimate Fair Value | [2] | 40,513 | 15,809 |
Level 1 | |||
Assets | |||
Marketable Securities | 8,553 | 4,667 | |
Total fair value of assets | 49,066 | 20,476 | |
Level 1 | U.S. government Bonds | |||
Assets | |||
Marketable Securities | 8,553 | 4,667 | |
Level 1 | Money Market Funds | |||
Assets | |||
Money market funds | [2] | 40,513 | 15,809 |
Level 2 | |||
Assets | |||
Marketable Securities | 15,327 | 75,268 | |
Total fair value of assets | 15,327 | 75,268 | |
Level 2 | Foreign Government Agency Bonds | |||
Assets | |||
Marketable Securities | [1] | 6,526 | |
Level 2 | Corporate Bonds | |||
Assets | |||
Marketable Securities | 14,456 | 49,989 | |
Level 2 | Asset Backed Securities | |||
Assets | |||
Marketable Securities | $ 871 | $ 18,753 | |
[1] Consists of short-term agency bonds of Asian Development Bank and International Bank for Reconstruction and Development. Included in cash and cash equivalents on the balance sheet. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of financial liabilities measured and recognized | $ 0 | $ 0 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |||||
Depreciation expense | $ 100 | $ 100 | $ 334 | $ 292 | |
Accumulated depreciation | $ 1,000 | $ 1,000 | $ 600 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables And Accruals [Abstract] | ||
Accrued salaries and benefits | $ 1,959 | $ 2,117 |
Accrued research and development expenses | 2,294 | 3,396 |
Accrued professional services | 245 | 361 |
Other | 48 | 69 |
Total | $ 4,546 | $ 5,943 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - Loan Agreement - Silicon Valley Bank - USD ($) | May 03, 2022 | Oct. 26, 2018 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Debt instrument, maximum borrowing capacity | $ 10,000,000 | ||
Debt instrument, floating interest rate percentage | 6.50% | ||
Debt instrument, interest rate increase percentage | 5% | ||
Debt instrument, maturity date | May 01, 2022 | ||
Accrued liabilities related to accretion of final payment | $ 200,000 | ||
Repayments of obligation | $ 400,000 | ||
Outstanding loan amount | 200,000 | ||
Long-term debt final payment | $ 200,000 | ||
Greater above Prime Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, floating interest rate percentage | 1.50% | ||
Term A Loan | |||
Debt Instrument [Line Items] | |||
Debt instrument, current borrowing capacity | $ 5,000,000 | ||
Term Loan | |||
Debt Instrument [Line Items] | |||
Debt instrument, remaining borrowing capacity, no longer available for draw | $ 5,000,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Compensation Related Costs [Abstract] | ||
Shares Available for Grant, Beginning Balance | 1,493,893 | |
Shares Available for Grant, Additional shares authorized | 1,261,822 | |
Shares Available for Grant, Options granted | (2,154,500) | |
Shares Available for Grant, Options cancelled | 64,685 | |
Shares Available for Grant, Ending Balance | 665,900 | 1,493,893 |
Outstanding Options, Number of Shares, Beginning Balance | 3,202,588 | |
Outstanding Options, Number of Shares, Options granted | 2,154,500 | |
Outstanding Options, Number of Shares, Options cancelled | (64,685) | |
Outstanding Options, Number of Shares, Ending Balance | 5,292,403 | 3,202,588 |
Outstanding Options, Number of Shares, Exercisable as of September 30, 2022 | 2,237,795 | |
Outstanding Options, Number of Shares, Vested and expected to vest, September 30, 2022 | 5,292,403 | |
Outstanding Options, Weighted Average Exercise Price, Beginning Balance | $ 9.14 | |
Outstanding Options, Weighted Average Exercise Price, Options granted | 3.52 | |
Outstanding Options, Weighted Average Exercise Price, Options cancelled | 10.21 | |
Outstanding Options, Weighted Average Exercise Price, Ending Balance | 6.84 | $ 9.14 |
Shares Available for Grant, Exercisable as of September 30, 2022 | 8.48 | |
Shares Available for Grant, Vested and expected to vest, September 30, 2022 | $ 6.84 | |
Weighted Average Remaining Contractual Term, Balance | 8 years 1 month 6 days | 7 years 8 months 12 days |
Weighted Average Remaining Contractual Term, Options granted | 9 years 8 months 12 days | |
Weighted Average Remaining Contractual Term, Exercisable as of September 30, 2022 | 6 years 9 months 18 days | |
Weighted Average Remaining Contractual Term, Vested and expected to vest, September 30, 2022 | 8 years 1 month 6 days |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | ||
Jun. 15, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average grant-date fair value of options granted | $ 2.76 | $ 3.77 | |
Unrecognized stock-based compensation expense | $ 11.4 | ||
Unrecognized stock-based compensation expense, weighted-average recognition period | 2 years 8 months 12 days | ||
Fair value of options vested | $ 4 | $ 6 | |
2019 Employee Share Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock, shares reserved for issuance | 750,802 | ||
Share issued | 41,929 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 1,586 | $ 1,273 | $ 4,180 | $ 4,176 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 578 | 476 | 1,481 | 1,372 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 1,008 | $ 797 | $ 2,699 | $ 2,804 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Schedule of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||||||
Net loss attributable to common stockholders | $ (15,140) | $ (16,268) | $ (15,517) | $ (13,332) | $ (11,832) | $ (10,457) | $ (46,925) | $ (35,621) |
Denominator: | ||||||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic | 31,855,051 | 31,529,417 | 31,652,318 | 28,379,743 | ||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted | 31,855,051 | 31,529,417 | 31,652,318 | 28,379,743 | ||||
Net loss per share attributable to common stockholders, basic | $ (0.48) | $ (0.42) | $ (1.48) | $ (1.26) | ||||
Net loss per share attributable to common stockholders, diluted | $ (0.48) | $ (0.42) | $ (1.48) | $ (1.26) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities outstanding | 5,349,602 | 3,209,616 |
Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities outstanding | 5,292,403 | 3,209,616 |
Shares Committed Under E S P P Member | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities outstanding | 57,199 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - Two Existing Stockholders Affiliated with Directors $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) Stockholder shares | |
Related Party Transaction [Line Items] | |
Number of existing stockholders of company affiliated directors purchased common stock | Stockholder | 2 |
Share issued | shares | 2,464,788 |
Issuance of common stock, net of issuance costs | $ | $ 14 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Lease Liabilities Payments Due [Abstract] | |||
Operating lease, expense | $ 0.1 | $ 0.2 | |
Operating lease remaining term | 9 months 18 days | ||
Operating lease discount rate | 4.90% | ||
Cash paid included in operating lease liabilities | $ 0.1 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Operating Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 47 | $ 134 |
Short-term lease cost | 35 | 102 |
Total lease cost | $ 82 | $ 236 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Operating Lease Liabilities Payments Due [Abstract] | ||
2022 | $ 35 | $ 201 |
Total minimum lease payments | $ 176 | $ 201 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Commitments And Contingencies Disclosure [Abstract] | ||
2022 | $ 35 | $ 201 |
2023 | 141 | |
Total minimum lease payments | 176 | $ 201 |
Less: imputed interest | 4 | |
Total operating lease liability | 172 | |
Operating lease liability | $ 172 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision | $ 0 | $ 0 |