Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 03, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40693 | |
Entity Registrant Name | RALLYBIO CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1083789 | |
Entity Address, Address Line One | 234 Church Street | |
Entity Address, Address Line Two | Suite 1020 | |
Entity Address, City or Town | New Haven | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06510 | |
City Area Code | 203 | |
Local Phone Number | 859-3820 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | RLYB | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Bankruptcy Proceedings, Reporting Current | true | |
Entity Common Stock, Shares Outstanding | 37,793,705 | |
Entity Central Index Key | 0001739410 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 19,158 | $ 56,958 |
Marketable securities | 102,226 | 112,036 |
Prepaid expenses and other current assets | 11,038 | 10,502 |
Total current assets | 132,422 | 179,496 |
Property and equipment, net | 282 | 385 |
Operating lease right-of-use assets | 388 | 524 |
Investment in joint venture | 102 | 30 |
Total assets | 133,194 | 180,435 |
Current liabilities: | ||
Accounts payable | 464 | 1,114 |
Accrued expenses | 8,721 | 9,449 |
Operating lease liabilities | 217 | 181 |
Total current liabilities | 9,402 | 10,744 |
Operating lease liabilities, noncurrent | 211 | 374 |
Total liabilities | 9,613 | 11,118 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity | ||
Common stock, $0.0001 par value per share; 200,000,000 shares authorized as of September 30, 2023 and December 31, 2022, respectively; and 37,800,856 and 37,837,369 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 4 | 4 |
Preferred stock, $0.0001 par value per share; 50,000,000 shares authorized as of September 30, 2023 and December 31, 2022, respectively; no shares issued or outstanding as of September 30, 2023 and December 31, 2022, respectively | 0 | 0 |
Additional paid-in capital | 338,788 | 330,208 |
Accumulated other comprehensive loss | (208) | (214) |
Accumulated deficit | (215,003) | (160,681) |
Total stockholders' equity | 123,581 | 169,317 |
Total liabilities and stockholders' equity | $ 133,194 | $ 180,435 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, issued (in shares) | 37,800,856 | 37,837,369 |
Common stock, outstanding (in shares) | 37,800,856 | 37,837,369 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating expenses: | ||||
Research and development | $ 13,288 | $ 12,110 | $ 37,620 | $ 29,896 |
General and administrative | 6,075 | 6,750 | 20,200 | 20,897 |
Total operating expenses | 19,363 | 18,860 | 57,820 | 50,793 |
Loss from operations | (19,363) | (18,860) | (57,820) | (50,793) |
Other income: | ||||
Interest income | 1,545 | 525 | 4,699 | 892 |
Other income | 92 | 98 | 227 | 311 |
Total other income, net | 1,637 | 623 | 4,926 | 1,203 |
Loss before equity in losses of joint venture | (17,726) | (18,237) | (52,894) | (49,590) |
Loss on investment in joint venture | 648 | 133 | 1,428 | 861 |
Net loss | $ (18,374) | $ (18,370) | $ (54,322) | $ (50,451) |
Net loss per common share, basic (in dollars per share) | $ (0.45) | $ (0.60) | $ (1.35) | $ (1.65) |
Net loss per common share, diluted (in dollars per share) | $ (0.45) | $ (0.60) | $ (1.35) | $ (1.65) |
Weighted-average common shares outstanding, basic (in shares) | 40,531,497 | 30,777,797 | 40,382,625 | 30,562,723 |
Weighted-average common shares outstanding, diluted (in shares) | 40,531,497 | 30,777,797 | 40,382,625 | 30,562,723 |
Other comprehensive gain (loss): | ||||
Net unrealized gain (loss) on marketable securities | $ 64 | $ (63) | $ 6 | $ (434) |
Other comprehensive gain (loss) | 64 | (63) | 6 | (434) |
Comprehensive loss | $ (18,310) | $ (18,433) | $ (54,316) | $ (50,885) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | COMMON | ADDITIONAL PAID-IN CAPITAL | ACCUMULATED DEFICIT | ACCUMULATED OTHER COMPREHENSIVE GAIN (LOSS) |
Beginning Balance (in shares) at Dec. 31, 2021 | 32,129,970 | ||||
Beginning balance at Dec. 31, 2021 | $ 175,602 | $ 3 | $ 269,626 | $ (94,027) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | 7,205 | 7,205 | |||
Issuance of common stock under the stock purchase plan (in shares) | 0 | ||||
Issuance of common stock under the stock award plan (in shares) | 2,000 | ||||
Forfeiture of restricted common stock (in shares) | (42,586) | ||||
Issuance of common stock from exercise of stock options (in shares) | 2,014 | ||||
Issuance of common stock from exercise of stock options | 21 | 21 | |||
Net loss | (50,451) | (50,451) | |||
Other comprehensive gain (loss) | (434) | (434) | |||
Ending Balance (in shares) at Sep. 30, 2022 | 32,091,398 | ||||
Ending balance at Sep. 30, 2022 | 131,943 | $ 3 | 276,852 | (144,478) | (434) |
Beginning Balance (in shares) at Jun. 30, 2022 | 32,130,970 | ||||
Beginning balance at Jun. 30, 2022 | 147,851 | $ 3 | 274,327 | (126,108) | (371) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | 2,504 | 2,504 | |||
Issuance of common stock under the stock award plan (in shares) | 1,000 | ||||
Forfeiture of restricted common stock (in shares) | (42,586) | ||||
Issuance of common stock from exercise of stock options (in shares) | 2,014 | ||||
Issuance of common stock from exercise of stock options | 21 | 21 | |||
Net loss | (18,370) | (18,370) | |||
Other comprehensive gain (loss) | (63) | (63) | |||
Ending Balance (in shares) at Sep. 30, 2022 | 32,091,398 | ||||
Ending balance at Sep. 30, 2022 | 131,943 | $ 3 | 276,852 | (144,478) | (434) |
Beginning Balance (in shares) at Dec. 31, 2022 | 37,837,369 | ||||
Beginning balance at Dec. 31, 2022 | 169,317 | $ 4 | 330,208 | (160,681) | (214) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | 8,371 | 8,371 | |||
Issuance of common stock under the stock purchase plan (in shares) | 43,423 | ||||
Issuance of common stock under the stock purchase plan | $ 209 | 209 | |||
Issuance of common stock under the stock award plan (in shares) | 11,219 | ||||
Forfeiture of restricted common stock (in shares) | (91,155) | ||||
Issuance of common stock from exercise of stock options (in shares) | 0 | ||||
Net loss | $ (54,322) | (54,322) | |||
Other comprehensive gain (loss) | 6 | 6 | |||
Ending Balance (in shares) at Sep. 30, 2023 | 37,800,856 | ||||
Ending balance at Sep. 30, 2023 | 123,581 | $ 4 | 338,788 | (215,003) | (208) |
Beginning Balance (in shares) at Jun. 30, 2023 | 37,790,856 | ||||
Beginning balance at Jun. 30, 2023 | 139,257 | $ 4 | 336,154 | (196,629) | (272) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | 2,634 | 2,634 | |||
Issuance of common stock under the stock award plan (in shares) | 10,000 | ||||
Net loss | (18,374) | (18,374) | |||
Other comprehensive gain (loss) | 64 | 64 | |||
Ending Balance (in shares) at Sep. 30, 2023 | 37,800,856 | ||||
Ending balance at Sep. 30, 2023 | $ 123,581 | $ 4 | $ 338,788 | $ (215,003) | $ (208) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows Used in Operating Activities: | ||
Net loss | $ (54,322) | $ (50,451) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 114 | 128 |
Net accretion of discounts/premiums on debt securities | (2,432) | 27 |
Stock-based compensation | 8,371 | 7,205 |
Loss on investment in joint venture | 1,428 | 861 |
Changes in operating assets and liabilities: | ||
Prepaid expenses, right-of-use assets and other assets | (400) | (3,948) |
Accounts payable | (623) | 95 |
Accrued expenses and operating lease liabilities | (756) | 4,063 |
Net cash used in operating activities | (48,620) | (42,020) |
Cash Flows Provided By (Used In) Investing Activities: | ||
Purchases of marketable securities | (95,675) | (136,670) |
Proceeds from maturities of marketable securities | 107,924 | 55,500 |
Purchase of property and equipment | 0 | (54) |
Investment in joint venture | (1,500) | (300) |
Net cash provided by (used in) investing activities | 10,749 | (81,524) |
Cash Flows Provided By (Used In) Financing Activities: | ||
Proceeds from the issuance of common stock from exercise of stock options | 209 | 21 |
Payments of offering costs | (138) | (100) |
Net cash provided by (used in) financing activities | 71 | (79) |
Net decrease in cash and cash equivalents | (37,800) | (123,623) |
Cash and cash equivalents —beginning of period | 56,958 | 175,334 |
Cash and cash equivalents —end of period | 19,158 | 51,711 |
Supplemental Disclosures of Noncash Investing and Financing Activities: | ||
Offering costs in accounts payable and accrued expenses | 0 | 294 |
Property and equipment in accounts payable and accrued expenses | $ 12 | $ 0 |
BUSINESS AND LIQUIDITY
BUSINESS AND LIQUIDITY | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS AND LIQUIDITY | BUSINESS AND LIQUIDITY Rallybio Corporation and subsidiaries ("Rallybio", the "Company", "we", "our", or "us") is a clinical-stage biotechnology company with a mission to develop and commercialize life-transforming therapies for patients with severe and rare diseases. Rallybio has built a broad pipeline of promising product candidates aimed at addressing diseases with unmet medical need in areas of maternal fetal health, complement dysregulation, hematology, and metabolic disorders. The Company has two clinical stage programs: RLYB212, an anti-HPA-1a antibody for the prevention of fetal and neonatal alloimmune thrombocytopenia ("FNAIT"), and RLYB116, a complement factor 5 ("C5") inhibitor with the potential to treat several diseases of complement dysregulation, as well as additional programs in preclinical development. The Company had cash, cash equivalents and marketable securities of $121.4 million as of September 30, 2023. The Company currently expects that its cash, cash equivalents and marketable securities will be sufficient to fund its operating expenses and capital requirements for more than 12 months from the date these condensed consolidated financial statements are issued. However, we do not anticipate that the current cash, cash equivalents and marketable securities as of September 30, 2023 will be sufficient for us to fund any of our product candidates through regulatory approval, and we will need to raise substantial additional capital to complete the development and commercialization of our product candidates, if approved. We may satisfy our future cash needs through the sale of equity securities, debt financings, corporate collaborations or license agreements, working capital lines of credit, grant funding, interest income earned on invested cash balances or a combination of one or more of these sources. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION Unaudited Financial Information — The unaudited condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). In the opinion of the Company, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the financial position and results of operations for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. The accompanying unaudited condensed consolidated financial statements include the accounts of Rallybio Corporation and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
MARKETABLE SECURITIES | MARKETABLE SECURITIES SEPTEMBER 30, 2023 (in thousands) Fair Value Hierarchy Level Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Money market funds Level 1 $ 5,166 $ — $ — $ 5,166 U.S. treasury securities Level 1 31,807 — (46) 31,761 U.S. government agency securities Level 2 71,625 14 (176) 71,463 $ 108,598 $ 14 $ (222) $ 108,390 DECEMBER 31, 2022 (in thousands) Fair Value Hierarchy Level Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Money market funds Level 1 $ 12,647 $ — $ — $ 12,647 U.S. treasury securities Level 1 39,372 — (169) 39,203 U.S. government agency securities Level 2 76,860 37 (82) 76,815 $ 128,879 $ 37 $ (251) $ 128,665 The fair values of marketable securities by classification in the condensed consolidated balance sheets was as follows as of September 30, 2023 and December 31, 2022: (in thousands) SEPTEMBER 30, 2023 DECEMBER 31, 2022 Cash and cash equivalents $ 6,164 $ 16,629 Marketable securities 102,226 112,036 $ 108,390 $ 128,665 The fair values of available-for-sale debt securities as of September 30, 2023 and December 31, 2022, by contractual maturity, are summarized as follows: (in thousands) SEPTEMBER 30, 2023 DECEMBER 31, 2022 Due in one year or less $ 92,138 $ 127,667 Due after one year through two years 16,252 998 $ 108,390 $ 128,665 The aggregate fair value of available-for-sale debt securities in an unrealized loss position as of September 30, 2023 and December 31, 2022 was $81.0 million and $70.0 million, respectively. As of September 30, 2023, we believe that the cost basis of our available-for-sale debt securities is recoverable. No allowance for credit losses was recorded as of September 30, 2023 and December 31, 2022. |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 9 Months Ended |
Sep. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
BALANCE SHEET COMPONENTS | BALANCE SHEET COMPONENTS Prepaid expenses and other current assets consisted of the following as of September 30, 2023 and December 31, 2022: (in thousands) SEPTEMBER 30, DECEMBER 31, Research and development $ 6,420 $ 7,904 Insurance 645 933 Other prepaids 381 615 Other current assets 3,592 1,050 $ 11,038 $ 10,502 Accrued Expenses— Accrued expenses consisted of the following as of September 30, 2023 and December 31, 2022: (in thousands) SEPTEMBER 30, DECEMBER 31, Research and development $ 4,679 $ 3,582 Compensation and related expenses 3,328 4,703 Professional fees 396 510 Other 318 654 $ 8,721 $ 9,449 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY In August 2021, the Company completed its initial public offering ("IPO"), pursuant to which it issued and sold 7,130,000 shares of the Company’s common stock, inclusive of 930,000 shares sold pursuant to the full exercise of the underwriters’ option to purchase additional shares at a public offering price of $13.00 per share. The gross proceeds from the IPO, including the exercise of the underwriters' option to purchase additional shares were $92.7 million and the net proceeds were approximately $83.0 million, after deducting underwriting discounts and commissions and other offering costs. In November 2022, the Company completed a follow-on offering in which it raised gross proceeds of $54.8 million from the sale of 5,803,655 shares of common stock, inclusive of 803,654 shares of common stock sold pursuant to the partial exercise of the underwriters' option to purchase additional shares, at the price of $6.00 per share, and issued to certain investors in lieu of common stock, pre-funded warrants to purchase up to an aggregate of 3,333,388 shares of common stock at a price of $5.9999, which represents the per share public offering price for the shares less the $0.0001 per share exercise price for each pre-funded warrant. The net proceeds from the November 2022 follow-on offering were approximately $50.8 million, after deducting underwriting discounts and commissions and other offering costs. The Company had 200,000,000 shares of common stock authorized as of September 30, 2023 and December 31, 2022, respectively, of which 37,800,856 and 37,837,369 shares were issued and outstanding as of September 30, 2023 and December 31, 2022. Preferred Stock The Company had 50,000,000 shares of preferred stock authorized as of September 30, 2023 and December 31, 2022, respectively, of which no shares were outstanding as of September 30, 2023 and December 31, 2022. Pre-Funded Warrants In connection with the November 2022 follow-on offering, the Company entered into an agreement with certain investors for pre-funded warrants in lieu of common stock to purchase up to an aggregate of 3,333,388 shares of common stock at a price of $5.9999, which represents the per share public offering price at the November 2022 follow-on offering for common stock less a $0.0001 per share exercise price for each pre-funded warrant. The Company may not effect the exercise of any pre-funded warrant, and a holder will not be entitled to exercise any portion of any pre-funded warrant if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates) would exceed 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder’s election upon 61 days’ notice to the Company subject to the terms of such pre-funded warrants, provided that such percentage may in no event exceed 19.99%. The Company's pre-funded warrant is a freestanding instrument that does not meet the definition of a liability pursuant to ASC 480, Distinguishing Liabilities from Equity, and does not meet the definition of a derivative pursuant to ASC 815, Derivatives and Hedging . The pre-funded warrant is indexed to the Company’s common stock and meets all other conditions for equity classification under ASC 480 and ASC 815. Accordingly, the pre-funded warrant was classified as equity and accounted for as a component of additional paid-in capital at the time of issuance. All of the pre-funded warrants related to our November 2022 follow-on offering remain outstanding and unexercised as of September 30, 2023. Share-based Compensation Share-based compensation expense is comprised of the Company's stock options, restricted stock awards, restricted stock units and shares issued pursuant to the employee stock purchase plan, and is classified in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2023 and 2022 as follows: FOR THE THREE MONTHS ENDED SEPTEMBER 30, FOR THE NINE MONTHS ENDED SEPTEMBER 30, (in thousands) 2023 2022 2023 2022 Research and development $ 1,182 $ 984 $ 3,425 $ 2,620 General and administrative 1,452 1,520 4,946 4,585 $ 2,634 $ 2,504 $ 8,371 $ 7,205 2021 Equity Incentive Plan In 2021, the board of directors adopted the Rallybio Corporation 2021 Equity Incentive Plan (the "2021 Plan"). The 2021 Plan initially reserved 5,440,344 shares of the Company's common stock that have been issued in respect of outstanding equity awards granted prior to the Company’s IPO, and for future issuances of shares to employees, directors and consultants in the form of stock options, SARs, restricted and unrestricted stock and stock units, performance awards and other awards that are convertible into or otherwise based on the Company's common stock. Dividend equivalents may also be provided in connection with awards under the 2021 Plan. The share pool will automatically increase on January 1st of each year until 2031, by the lesser of (i) five percent of the number of shares of the Company's common stock outstanding as of such date and (ii) the number of shares of the Company's common stock determined by the board of directors on or prior to such date. On January 1, 2023 and January 1, 2022, the 2021 Plan share pool was automatically increased by 1,891,868 shares and 1,606,549 shares, respectively. As of September 30, 2023, the total number of shares of common stock that were issuable under the 2021 Plan was 6,767,875 shares, of which 2,224,983 shares remained available for future issuance. The following table summarizes stock option activity for the nine months ended September 30, 2023: Stock Options Number of Option Shares Weighted-Average Exercise Weighted-Average Contractual Aggregate Intrinsic Value Outstanding at December 31, 2022 2,609,314 $ 13.01 8.8 $ — Granted 2,017,183 $ 6.51 Forfeited (185,990) $ 12.69 Expired (107,990) $ 13.62 Exercised — $ — Outstanding at September 30, 2023 4,332,517 $ 9.98 8.7 $ — Options exercisable at September 30, 2023 1,380,083 $ 11.80 8.3 $ — The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the estimated fair value of the Company's common stock. Options outstanding and exercisable with an exercise price above the closing price as of September 30, 2023 are considered to have no intrinsic value. Using the Black-Scholes option pricing model, the weighted-average grant date fair value of stock options granted during the nine months ended September 30, 2023 and 2022 was $4.93 per share and $9.99 per share, respectively. As of September 30, 2023, there was unrecognized share-based compensation expense related to unvested stock options of $19.2 million which the Company expects to recognize over a weighted-average period of approximately 2.6 years. The fair value of the stock options granted during the nine months ended September 30, 2023 and 2022 was determined using the Black-Scholes option pricing model with the following assumptions: FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 2022 Expected volatility 88.38% - 92.27% 89.31% - 91.62% Expected term (years) 5.50 - 6.08 5.50 - 6.08 Risk free interest rate 3.58% - 4.52% 1.42% - 2.94% Expected dividend yield — — Exercise price $5.38 - $7.83 $7.54 - $15.04 A summary of the status of the Company's unvested restricted common stock awards at September 30, 2023 and changes during the nine months ended September 30, 2023 was as follows: Restricted Stock Awards Shares Weighted-Average Grant Date Fair Value Per Share Unvested restricted stock awards at December 31, 2022 1,006,368 $ 3.48 Granted — $ — Vested (447,198) $ 3.13 Forfeited (91,155) $ 2.77 Outstanding unvested restricted stock awards at September 30, 2023 468,015 $ 3.94 As of September 30, 2023, there was unrecognized share-based compensation expense related to unvested restricted stock awards of $2.0 million, which the Company expects to recognize over a weighted-average period of approximately 1.4 years. A summary of the status of the Company's unvested restricted common stock units at September 30, 2023 and changes during the nine months ended September 30, 2023 was as follows: Restricted Stock Units Shares Weighted-Average Grant Date Fair Value Per Share Unvested restricted stock units at December 31, 2022 128,600 $ 11.12 Granted 93,700 $ 5.85 Forfeited — $ — Vested (11,925) $ 8.88 Outstanding unvested restricted stock units at September 30, 2023 210,375 $ 8.90 As of September 30, 2023, there was unrecognized share-based compensation expense related to unvested restricted stock units of $0.9 million, which the Company expects to recognize over a weighted-average period of approximately 2.1 years. 2021 Employee Stock Purchase Plan In connection with the Company's IPO, the board of directors adopted the Rallybio Corporation 2021 Employee Stock Purchase Plan (the "2021 ESPP"), which initially reserved 291,324 shares of the Company's common stock for future issuances. The share pool will automatically increase on January 1st of each year until 2031, by the lesser of (i) one percent of the number of shares of the Company's common stock outstanding as of such date, (ii) 582,648 shares of the Company’s common stock and (iii) the number of shares of the Company's common stock determined by the board of directors on or prior to such date. On January 1, 2023 and January 1, 2022, the 2021 ESPP share pool was automatically increased by 378,373 shares and 321,309 shares, respectively. As of September 30, 2023, the total number of shares of the Company's common stock that were available for future issuance under the 2021 ESPP was 908,738 shares. During the nine months ended September 30, 2023, the Company issued 43,423 shares under the 2021 ESPP. The Company did not issue any shares during the nine months ended September 30, 2022 under the 2021 ESPP. For the three and nine months ended September 30, 2023, the total share-based compensation for the 2021 ESPP was $33 thousand and $155 thousand, respectively. There was no share-based compensation for the 2021 ESPP for the three and nine months ended September 30, 2022. |
INVESTMENT IN JOINT VENTURE
INVESTMENT IN JOINT VENTURE | 9 Months Ended |
Sep. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENT IN JOINT VENTURE | INVESTMENT IN JOINT VENTURE For the three and nine months ended September 30, 2023, the Company recorded its allocable share of REV-I’s losses, which totaled $0.6 million and $1.4 million, respectively, and $0.1 million and $0.9 million, respectively, for the three and nine months ended September 30, 2022, as a loss on investment in joint venture within the condensed consolidated statements of operations and comprehensive loss. After recognition of its share of losses for the period, the carrying value and maximum exposure to risk of the REV-I investment as of September 30, 2023 and December 31, 2022 was $102 thousand and $30 thousand, respectively, which was recorded in investment in joint venture in the accompanying condensed consolidated balance sheets. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Purchase Commitments—The Company enters contracts in the normal course of business with contract research organizations and other third-party vendors for clinical trials and testing and manufacturing services. These contracts generally do not contain minimum purchase commitments and are cancellable by us upon written notice. Payments that may be due upon cancellation consist of payments for services provided or expenses incurred prior to cancellation. As of September 30, 2023 and December 31, 2022 there were no amounts accrued related to termination charges. |
NET LOSS PER COMMON SHARE
NET LOSS PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
NET LOSS PER COMMON SHARE | NET LOSS PER COMMON SHARE FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED (in thousands except share and per share amounts) 2023 2022 2023 2022 Net loss $ (18,374) $ (18,370) $ (54,322) $ (50,451) Weighted-average number of common shares outstanding, basic and diluted 40,531,497 30,777,797 40,382,625 30,562,723 Net loss per common share, basic and diluted $ (0.45) $ (0.60) $ (1.35) $ (1.65) Basic net loss per share of common stock is based on the weighted-average number of shares of common stock outstanding during the period. Pre-funded warrants to purchase 3,333,388 shares of common stock that were issued in connection with the November 2022 follow-on offering were included in the weighted-average number of common shares outstanding for the three and nine months ended September 30, 2023. The weighted average number of common shares outstanding diluted for the three and nine months ended September 30, 2023 excludes approximately 5.0 million stock options and unvested restricted stock awards and units, which were not dilutive. The weighted-average number of common shares outstanding diluted for three and nine months ended September 30, 2022 excludes approximately 4.1 million stock options and unvested restricted stock awards and units, which were not dilutive. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Unaudited Financial Information | Unaudited Financial Information — The unaudited condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). In the opinion of the Company, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the financial position and results of operations for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. The accompanying unaudited condensed consolidated financial statements include the accounts of Rallybio Corporation and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Fair Value of Marketable Securities by Type of Security | SEPTEMBER 30, 2023 (in thousands) Fair Value Hierarchy Level Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Money market funds Level 1 $ 5,166 $ — $ — $ 5,166 U.S. treasury securities Level 1 31,807 — (46) 31,761 U.S. government agency securities Level 2 71,625 14 (176) 71,463 $ 108,598 $ 14 $ (222) $ 108,390 DECEMBER 31, 2022 (in thousands) Fair Value Hierarchy Level Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Money market funds Level 1 $ 12,647 $ — $ — $ 12,647 U.S. treasury securities Level 1 39,372 — (169) 39,203 U.S. government agency securities Level 2 76,860 37 (82) 76,815 $ 128,879 $ 37 $ (251) $ 128,665 |
Schedule of Marketable Securities by Balance Sheet Location Classification | The fair values of marketable securities by classification in the condensed consolidated balance sheets was as follows as of September 30, 2023 and December 31, 2022: (in thousands) SEPTEMBER 30, 2023 DECEMBER 31, 2022 Cash and cash equivalents $ 6,164 $ 16,629 Marketable securities 102,226 112,036 $ 108,390 $ 128,665 |
Schedule of Fair Values of Available-for-Sale Debt Securities by Contractual Maturity | The fair values of available-for-sale debt securities as of September 30, 2023 and December 31, 2022, by contractual maturity, are summarized as follows: (in thousands) SEPTEMBER 30, 2023 DECEMBER 31, 2022 Due in one year or less $ 92,138 $ 127,667 Due after one year through two years 16,252 998 $ 108,390 $ 128,665 |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following as of September 30, 2023 and December 31, 2022: (in thousands) SEPTEMBER 30, DECEMBER 31, Research and development $ 6,420 $ 7,904 Insurance 645 933 Other prepaids 381 615 Other current assets 3,592 1,050 $ 11,038 $ 10,502 |
Schedule of Accrued Expenses | Accrued expenses consisted of the following as of September 30, 2023 and December 31, 2022: (in thousands) SEPTEMBER 30, DECEMBER 31, Research and development $ 4,679 $ 3,582 Compensation and related expenses 3,328 4,703 Professional fees 396 510 Other 318 654 $ 8,721 $ 9,449 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Summary of Share-based Compensation | Share-based compensation expense is comprised of the Company's stock options, restricted stock awards, restricted stock units and shares issued pursuant to the employee stock purchase plan, and is classified in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2023 and 2022 as follows: FOR THE THREE MONTHS ENDED SEPTEMBER 30, FOR THE NINE MONTHS ENDED SEPTEMBER 30, (in thousands) 2023 2022 2023 2022 Research and development $ 1,182 $ 984 $ 3,425 $ 2,620 General and administrative 1,452 1,520 4,946 4,585 $ 2,634 $ 2,504 $ 8,371 $ 7,205 |
Summary of Stock Option Activity | The following table summarizes stock option activity for the nine months ended September 30, 2023: Stock Options Number of Option Shares Weighted-Average Exercise Weighted-Average Contractual Aggregate Intrinsic Value Outstanding at December 31, 2022 2,609,314 $ 13.01 8.8 $ — Granted 2,017,183 $ 6.51 Forfeited (185,990) $ 12.69 Expired (107,990) $ 13.62 Exercised — $ — Outstanding at September 30, 2023 4,332,517 $ 9.98 8.7 $ — Options exercisable at September 30, 2023 1,380,083 $ 11.80 8.3 $ — |
Summary of Assumptions of Fair Value of Option Pricing Granted | The fair value of the stock options granted during the nine months ended September 30, 2023 and 2022 was determined using the Black-Scholes option pricing model with the following assumptions: FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 2022 Expected volatility 88.38% - 92.27% 89.31% - 91.62% Expected term (years) 5.50 - 6.08 5.50 - 6.08 Risk free interest rate 3.58% - 4.52% 1.42% - 2.94% Expected dividend yield — — Exercise price $5.38 - $7.83 $7.54 - $15.04 |
Summary of Unvested Restricted Common Stock Awards | A summary of the status of the Company's unvested restricted common stock awards at September 30, 2023 and changes during the nine months ended September 30, 2023 was as follows: Restricted Stock Awards Shares Weighted-Average Grant Date Fair Value Per Share Unvested restricted stock awards at December 31, 2022 1,006,368 $ 3.48 Granted — $ — Vested (447,198) $ 3.13 Forfeited (91,155) $ 2.77 Outstanding unvested restricted stock awards at September 30, 2023 468,015 $ 3.94 |
Summary of Unvested Restricted Common Stock Units | A summary of the status of the Company's unvested restricted common stock units at September 30, 2023 and changes during the nine months ended September 30, 2023 was as follows: Restricted Stock Units Shares Weighted-Average Grant Date Fair Value Per Share Unvested restricted stock units at December 31, 2022 128,600 $ 11.12 Granted 93,700 $ 5.85 Forfeited — $ — Vested (11,925) $ 8.88 Outstanding unvested restricted stock units at September 30, 2023 210,375 $ 8.90 |
NET LOSS PER COMMON SHARE (Tabl
NET LOSS PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Loss Per Common Share | FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED (in thousands except share and per share amounts) 2023 2022 2023 2022 Net loss $ (18,374) $ (18,370) $ (54,322) $ (50,451) Weighted-average number of common shares outstanding, basic and diluted 40,531,497 30,777,797 40,382,625 30,562,723 Net loss per common share, basic and diluted $ (0.45) $ (0.60) $ (1.35) $ (1.65) |
BUSINESS AND LIQUIDITY (Details
BUSINESS AND LIQUIDITY (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash, cash equivalents and marketable securities | $ 121.4 |
MARKETABLE SECURITIES - Schedul
MARKETABLE SECURITIES - Schedule of Fair Value of Marketable Securities by Type of Security (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | $ 108,598 | $ 128,879 |
Gross Unrealized Holding Gains | 14 | 37 |
Gross Unrealized Holding Losses | (222) | (251) |
Fair Value | 108,390 | 128,665 |
Level 1 | Money market funds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 5,166 | 12,647 |
Gross Unrealized Holding Gains | 0 | 0 |
Gross Unrealized Holding Losses | 0 | 0 |
Fair Value | 5,166 | 12,647 |
Level 1 | U.S. treasury securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 31,807 | 39,372 |
Gross Unrealized Holding Gains | 0 | 0 |
Gross Unrealized Holding Losses | (46) | (169) |
Fair Value | 31,761 | 39,203 |
Level 2 | U.S. government agency securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 71,625 | 76,860 |
Gross Unrealized Holding Gains | 14 | 37 |
Gross Unrealized Holding Losses | (176) | (82) |
Fair Value | $ 71,463 | $ 76,815 |
MARKETABLE SECURITIES - Sched_2
MARKETABLE SECURITIES - Schedule of Marketable Securities by Balance Sheet Location Classification (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-Sale [Line Items] | ||
Debt securities, available-for-sale | $ 108,390 | $ 128,665 |
Cash and cash equivalents | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Debt securities, available-for-sale | 6,164 | 16,629 |
Marketable securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Debt securities, available-for-sale | $ 102,226 | $ 112,036 |
MARKETABLE SECURITIES - Sched_3
MARKETABLE SECURITIES - Schedule of Fair Values of Available-for-Sale Debt Securities by Contractual Maturity (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Due in one year or less | $ 92,138 | $ 127,667 |
Due after one year through two years | 16,252 | 998 |
Total available-for-sale debt securities by contractual maturity | $ 108,390 | $ 128,665 |
MARKETABLE SECURITIES - Additio
MARKETABLE SECURITIES - Additional Information (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Aggregate fair value of available-for-sale debt securities in an unrealized loss position | $ 81,000,000 | $ 70,000,000 |
Allowance for credit losses | $ 0 | $ 0 |
BALANCE SHEET COMPONENTS - Sche
BALANCE SHEET COMPONENTS - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Research and development | $ 6,420 | $ 7,904 |
Insurance | 645 | 933 |
Other prepaids | 381 | 615 |
Other current assets | 3,592 | 1,050 |
Prepaid expenses and other assets | $ 11,038 | $ 10,502 |
BALANCE SHEET COMPONENTS - Sc_2
BALANCE SHEET COMPONENTS - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Research and development | $ 4,679 | $ 3,582 |
Compensation and related expenses | 3,328 | 4,703 |
Professional fees | 396 | 510 |
Other | 318 | 654 |
Accrued expenses | $ 8,721 | $ 9,449 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jan. 01, 2023 | Jan. 01, 2022 | Nov. 30, 2022 | Aug. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||||||||
Proceeds from the issuance of common stock from exercise of stock options | $ 209,000 | $ 21,000 | ||||||||
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | |||||||
Common stock, issued (in shares) | 37,800,856 | 37,800,856 | 37,837,369 | |||||||
Common stock, outstanding (in shares) | 37,800,856 | 37,800,856 | 37,837,369 | |||||||
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | |||||||
Preferred stock, outstanding (in shares) | 0 | 0 | 0 | |||||||
Weighted average grant date fair value (in dollars per share) | $ 4.93 | $ 9.99 | ||||||||
Unrecognized share-based compensation expense | $ 19,200,000 | $ 19,200,000 | ||||||||
Total unrecognized compensation costs, weighted average period for recognition | 2 years 7 months 6 days | |||||||||
Restricted Stock Awards | ||||||||||
Class of Stock [Line Items] | ||||||||||
Total unrecognized compensation costs, weighted average period for recognition | 1 year 4 months 24 days | |||||||||
Unrecognized share-based compensation expense, restricted stock awards | 2,000,000 | $ 2,000,000 | ||||||||
Restricted Stock Units (RSUs) | ||||||||||
Class of Stock [Line Items] | ||||||||||
Total unrecognized compensation costs, weighted average period for recognition | 2 years 1 month 6 days | |||||||||
Unrecognized share-based compensation expense, restricted stock units | $ 900,000 | $ 900,000 | ||||||||
2021 Equity Incentive Plan | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares reserved for future issuance (in shares) | 6,767,875 | 6,767,875 | 5,440,344 | |||||||
Percentage of number of shares of common stock outstanding | 5% | |||||||||
Additional shares authorized (in shares) | 1,891,868 | 1,606,549 | ||||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares) | 2,224,983 | 2,224,983 | ||||||||
2021 Employee Stock Purchase Plan | ||||||||||
Class of Stock [Line Items] | ||||||||||
Percentage of number of shares of common stock outstanding | 1% | |||||||||
Additional shares authorized (in shares) | 378,373 | 321,309 | ||||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares) | 908,738 | 908,738 | ||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares) | 291,324 | 291,324 | ||||||||
Common stock shares outstanding (in shares) | 582,648 | 582,648 | ||||||||
Total share based compensation | $ 33,000 | $ 0 | $ 155,000 | $ 0 | ||||||
Pre-Funded Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Offering price (in dollars per share) | $ 5.9999 | |||||||||
Number of securities called by warrants or rights (in shares) | 3,333,388 | |||||||||
Pre-funded warrants exercise price (in dollars per share) | $ 0.0001 | |||||||||
COMMON | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued during period (in shares) | 10,000 | 1,000 | 11,219 | 2,000 | ||||||
Shares issued (in shares) | 43,423 | 0 | ||||||||
IPO | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued during period (in shares) | 7,130,000 | |||||||||
Offering price (in dollars per share) | $ 13 | |||||||||
Proceeds from the issuance of common stock from exercise of stock options | $ 92,700,000 | |||||||||
Net proceeds | $ 83,000,000 | |||||||||
Over Allotment on Initial Public Offering | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued during period (in shares) | 930,000 | |||||||||
Follow on Offering | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued during period (in shares) | 5,803,655 | |||||||||
Offering price (in dollars per share) | $ 6 | |||||||||
Proceeds from the issuance of common stock from exercise of stock options | $ 54,800,000 | |||||||||
Net proceeds | $ 50,800,000 | |||||||||
Follow on Offering | Pre-Funded Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of securities called by warrants or rights (in shares) | 3,333,388 | 3,333,388 | 3,333,388 | |||||||
Pre-funded warrants exercise price (in dollars per share) | $ 0.0001 | |||||||||
Exceed limit percentage with exercise to aggregate share of common stock beneficially owned | 9.99% | |||||||||
Days of notice | 61 days | |||||||||
Percentage of common stock beneficially owned not exceed | 19.99% | |||||||||
Over Allotment on Follow on Offering | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued during period (in shares) | 803,654 |
STOCKHOLDERS' EQUITY - Summary
STOCKHOLDERS' EQUITY - Summary of Share-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 2,634 | $ 2,504 | $ 8,371 | $ 7,205 |
Research and development | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 1,182 | 984 | 3,425 | 2,620 |
General and administrative | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 1,452 | $ 1,520 | $ 4,946 | $ 4,585 |
STOCKHOLDERS' EQUITY - Summar_2
STOCKHOLDERS' EQUITY - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Number of Option Shares | ||
Outstanding at beginning of period (in shares) | 2,609,314 | |
Granted (in shares) | 2,017,183 | |
Forfeited (in shares) | (185,990) | |
Expired (in shares) | (107,990) | |
Exercised (in shares) | 0 | |
Outstanding at ending of period (in shares) | 4,332,517 | 2,609,314 |
Options exercisable at ending of period (in shares) | 1,380,083 | |
Weighted-Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ 13.01 | |
Granted (in dollars per share) | 6.51 | |
Forfeited (in dollars per share) | 12.69 | |
Expired (in dollars per share) | 13.62 | |
Exercised (in dollars per share) | 0 | |
Outstanding at ending of period (in dollars per share) | 9.98 | $ 13.01 |
Options exercisable at ending of period (in dollars per share) | $ 11.80 | |
Share-Based Payment Arrangement, Disclosure [Abstract] | ||
Outstanding, Weighted-Average Contractual Term (in years) | 8 years 8 months 12 days | 8 years 9 months 18 days |
Options exercisable, Outstanding, Weighted-Average Contractual Term (in years) | 8 years 3 months 18 days | |
Outstanding, Aggregate Intrinsic Value | $ 0 | $ 0 |
Options exercisable, Aggregate Intrinsic Value | $ 0 |
STOCKHOLDERS' EQUITY - Summar_3
STOCKHOLDERS' EQUITY - Summary of Assumptions of Fair Value of Option Pricing Granted (Details) - Employee Stock Options - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility, minimum | 88.38% | 89.31% |
Expected volatility, maximum | 92.27% | 91.62% |
Risk free interest rate, minimum | 3.58% | 1.42% |
Risk free interest rate, maximum | 4.52% | 2.94% |
Expected dividend yield | 0% | 0% |
Minimum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (years) | 5 years 6 months | 5 years 6 months |
Exercise price (in dollars per share) | $ 5.38 | $ 7.54 |
Maximum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (years) | 6 years 29 days | 6 years 29 days |
Exercise price (in dollars per share) | $ 7.83 | $ 15.04 |
STOCKHOLDERS' EQUITY - Summar_4
STOCKHOLDERS' EQUITY - Summary of Unvested Restricted Common Stock Awards (Details) - Restricted Stock Awards | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Shares | |
Outstanding, beginning balance (in shares) | shares | 1,006,368 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (447,198) |
Forfeited (in shares) | shares | (91,155) |
Outstanding, ending balance (in shares) | shares | 468,015 |
Weighted-Average Grant Date Fair Value Per Share | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 3.48 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 3.13 |
Forfeited (in dollars per share) | $ / shares | 2.77 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 3.94 |
STOCKHOLDERS' EQUITY - Summar_5
STOCKHOLDERS' EQUITY - Summary of Unvested Restricted Common Stock Units (Details) - Restricted Stock Units (RSUs) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Shares | |
Outstanding, beginning balance (in shares) | shares | 128,600 |
Granted (in shares) | shares | 93,700 |
Forfeited (in shares) | shares | 0 |
Vested (in shares) | shares | (11,925) |
Outstanding, ending balance (in shares) | shares | 210,375 |
Weighted-Average Grant Date Fair Value Per Share | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 11.12 |
Granted (in dollars per share) | $ / shares | 5.85 |
Forfeited (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 8.88 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 8.90 |
INVESTMENT IN JOINT VENTURE (De
INVESTMENT IN JOINT VENTURE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||||
Investment in joint venture | $ 1,500 | $ 300 | |||
Allocable share of losses recorded | $ 648 | $ 133 | 1,428 | 861 | |
Investment in joint venture | 102 | $ 102 | $ 30 | ||
RE Ventures I, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage of interest of joint venture entity | 50% | ||||
Investment in joint venture | 800 | 0 | $ 1,500 | 300 | |
Allocable share of losses recorded | 600 | $ 100 | 1,400 | $ 900 | |
Investment in joint venture | $ 102 | $ 102 | $ 30 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Termination charges | $ 0 | $ 0 |
NET LOSS PER COMMON SHARE - Sum
NET LOSS PER COMMON SHARE - Summary of Basic and Diluted Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (18,374) | $ (18,370) | $ (54,322) | $ (50,451) |
Weighted-average number of common shares outstanding, basic (in shares) | 40,531,497 | 30,777,797 | 40,382,625 | 30,562,723 |
Weighted-average number of common shares outstanding, diluted (in shares) | 40,531,497 | 30,777,797 | 40,382,625 | 30,562,723 |
Net loss per common share, basic (in dollars per share) | $ (0.45) | $ (0.60) | $ (1.35) | $ (1.65) |
Net loss per common share, diluted (in dollars per share) | $ (0.45) | $ (0.60) | $ (1.35) | $ (1.65) |
NET LOSS PER COMMON SHARE - Add
NET LOSS PER COMMON SHARE - Additional Information (Details) - shares | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Nov. 30, 2022 | |
Stock Options and Unvested Restricted Share | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 5,000,000 | 4,100,000 | 5,000,000 | 4,100,000 | |
Pre-Funded Warrants | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Number of securities called by warrants or rights (in shares) | 3,333,388 | ||||
Pre-Funded Warrants | Follow on Offering | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Number of securities called by warrants or rights (in shares) | 3,333,388 | 3,333,388 | 3,333,388 |