Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 09, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Turnstone Biologics Corp. | |
Entity Central Index Key | 0001764974 | |
Entity File Number | 001-41747 | |
Entity Tax Identification Number | 83-2909368 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, Address Line One | 9310 Athena Circle | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | La Jolla | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92037 | |
City Area Code | 347 | |
Local Phone Number | 897-5988 | |
Title of 12(b) Security | Common Stock ($0.001 par value) | |
Trading Symbol | TSBX | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 23,093,075 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 38,776 | $ 34,731 |
Restricted cash | 116 | 382 |
Short-term investments | 70,329 | 47,330 |
Accounts receivable - collaboration agreement | 217 | 8,728 |
Prepaid expenses | 6,755 | 5,081 |
Other current assets | 2,642 | 1,749 |
Total current assets | 118,835 | 98,001 |
Other assets, noncurrent | 1,203 | 2,582 |
Operating lease right of use assets | 3,216 | 4,631 |
Property and equipment, net | 8,058 | 9,724 |
Total assets | 131,312 | 114,938 |
Current liabilities: | ||
Accounts payable | 2,383 | 3,435 |
Accrued expenses and other current liabilities | 8,707 | 14,287 |
Operating lease liability, current | 1,991 | 1,961 |
Deferred revenue, current | 0 | 15,144 |
Total current liabilities | 13,081 | 34,827 |
Deferred revenue, noncurrent | 0 | 4,162 |
Operating lease liability, noncurrent | 1,688 | 3,205 |
Other liabilities, noncurrent | 2,644 | 2,267 |
Total liabilities | 17,413 | 44,461 |
Redeemable convertible preferred stock | ||
Preferred stock ,shares authorized, issued and outstanding | 0 | 171,944 |
Stockholders' equity (deficit) | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 0 | 0 |
Common stock, $0.001 par value; 490,000,000 and 147,892,358 shares authorized, 23,093,075 and 2,915,757 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 23 | 3 |
Additional paid-in capital | 274,425 | 20,501 |
Accumulated other comprehensive loss | (241) | (413) |
Accumulated deficit | (160,308) | (121,558) |
Total stockholders' equity (deficit) | 113,899 | (101,467) |
Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) | 131,312 | 114,938 |
Series A redeemable convertible preferred stock [Member] | ||
Redeemable convertible preferred stock | ||
Preferred stock ,shares authorized, issued and outstanding | 0 | 8,643 |
Series B-1 redeemable convertible preferred stock [Member] | ||
Redeemable convertible preferred stock | ||
Preferred stock ,shares authorized, issued and outstanding | 0 | 12,611 |
Series B-2 redeemable convertible preferred stock [Member] | ||
Redeemable convertible preferred stock | ||
Preferred stock ,shares authorized, issued and outstanding | 0 | 28,860 |
Series C redeemable convertible preferred stock [Member] | ||
Redeemable convertible preferred stock | ||
Preferred stock ,shares authorized, issued and outstanding | 0 | 42,100 |
Series D redeemable convertible preferred stock [Member] | ||
Redeemable convertible preferred stock | ||
Preferred stock ,shares authorized, issued and outstanding | $ 0 | $ 79,730 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par or stated value per Share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares, issued | 0 | 0 |
Preferred stock, shares, outstanding | 0 | 0 |
Common stock, par or stated value per Share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 490,000,000 | 147,892,358 |
Common stock, shares, outstanding | 23,093,075 | 2,915,757 |
Common stock, shares, issued | 23,093,075 | 2,915,757 |
Series A redeemable convertible preferred stock [Member] | ||
Temporary equity, par or stated value per share | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 0 | 11,250,000 |
Temporary equity, shares issued | 0 | 11,250,000 |
Temporary equity, shares outstanding | 0 | 11,250,000 |
Temporary Equity, aggregate amount of redemption requirement | $ 0 | $ 8,643 |
Series B-1 redeemable convertible preferred stock [Member] | ||
Temporary equity, par or stated value per share | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 0 | 16,285,156 |
Temporary equity, shares issued | 0 | 16,285,156 |
Temporary equity, shares outstanding | 0 | 16,285,156 |
Temporary Equity, aggregate amount of redemption requirement | $ 0 | $ 12,611 |
Series B-2 redeemable convertible preferred stock [Member] | ||
Temporary equity, par or stated value per share | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 0 | 25,065,538 |
Temporary equity, shares issued | 0 | 25,065,538 |
Temporary equity, shares outstanding | 0 | 25,065,538 |
Temporary Equity, aggregate amount of redemption requirement | $ 0 | $ 28,860 |
Series C redeemable convertible preferred stock [Member] | ||
Temporary equity, par or stated value per share | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 0 | 17,905,288 |
Temporary equity, shares issued | 0 | 17,905,288 |
Temporary equity, shares outstanding | 0 | 17,905,288 |
Temporary Equity, aggregate amount of redemption requirement | $ 0 | $ 42,100 |
Series D redeemable convertible preferred stock [Member] | ||
Temporary equity, par or stated value per share | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 0 | 29,285,356 |
Temporary equity, shares issued | 0 | 29,285,356 |
Temporary equity, shares outstanding | 0 | 29,285,356 |
Temporary Equity, aggregate amount of redemption requirement | $ 0 | $ 80,000 |
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 | |
Collaboration revenue | $ 10,220 | $ 19,306 | $ 62,853 | |
Operating expenses: | ||||
Research and development | $ 14,172 | 21,251 | 47,033 | 66,489 |
General and administrative | 4,758 | 5,240 | 13,449 | 13,870 |
Total operating expenses | 18,930 | 26,491 | 60,482 | 80,359 |
Loss from operations | (18,930) | (16,271) | (41,176) | (17,506) |
Other income (expense), net | 1,578 | 200 | 2,305 | 465 |
Net loss before income taxes | (17,352) | (16,071) | (38,871) | (17,041) |
Benefit (provision) for income taxes | 33 | (80) | 121 | (126) |
Net loss | (17,319) | (16,151) | (38,750) | (17,167) |
Other comprehensive income (loss): | ||||
Unrealized gain (loss) on available-for-sale debt securities | (8) | (65) | 172 | (240) |
Total comprehensive loss | (17,327) | (16,216) | (38,578) | (17,407) |
Net loss | (17,319) | (16,151) | (38,750) | (17,167) |
Less: accretion of preferred stock to redemption value | (57) | (39) | (171) | |
Net loss attributable to common stockholders, basic | (17,319) | (16,208) | (38,789) | (17,338) |
Net loss attributable to common stockholders, diluted | $ (17,319) | $ (16,208) | $ (38,789) | $ (17,338) |
Weighted-average shares of common stock outstanding, basic | 17,397,845 | 2,633,588 | 7,730,694 | 2,424,107 |
Weighted-average shares of common stock outstanding, diluted | 17,397,845 | 2,633,588 | 7,730,694 | 2,424,107 |
Net loss per share attributable to common stockholders, basic | $ (1) | $ (6.15) | $ (5.02) | $ (7.15) |
Net loss per share attributable to common stockholders, diluted | $ (1) | $ (6.15) | $ (5.02) | $ (7.15) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Series A redeemable convertible preferred stock [Member] Preferred Stock [Member] | Series B-1 Redeemable Convertible Preferred Stock [Member] | Series B-1 Redeemable Convertible Preferred Stock [Member] Preferred Stock [Member] | Series B-2 Redeemable Convertible Preferred Stock [Member] | Series B-2 Redeemable Convertible Preferred Stock [Member] Preferred Stock [Member] | Series C redeemable convertible preferred stock [Member] Preferred Stock [Member] | Series D redeemable convertible preferred stock [Member] Preferred Stock [Member] |
Beginning balance (in shares) at Dec. 31, 2021 | 11,250,000 | 16,285,156 | 25,065,538 | 17,905,288 | 29,285,356 | |||||||
Beginning balance at Dec. 31, 2021 | $ 8,582 | $ 12,611 | $ 28,860 | $ 42,048 | $ 79,653 | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 2,550,478 | |||||||||||
Beginning balance at Dec. 31, 2021 | $ (81,851) | $ 3 | $ 9,115 | $ (245) | $ (90,724) | |||||||
Accretion of redeemable convertible preferred stock issuance costs | $ 21 | $ 17 | $ 19 | |||||||||
Accretion of redeemable convertible preferred stock issuance costs | (57) | (57) | ||||||||||
Exercise of stock options (in shares) | 1,064 | |||||||||||
Exercise of stock options | 10 | 10 | ||||||||||
Stock-based compensation expense | 962 | 962 | ||||||||||
Unrealized loss on available-for-sale debt securities | (94) | (94) | ||||||||||
Net income (loss) | (12,616) | (12,616) | ||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 11,250,000 | 16,285,156 | 25,065,538 | 17,905,288 | 29,285,356 | |||||||
Ending balance at Mar. 31, 2022 | $ 8,603 | $ 12,611 | $ 28,860 | $ 42,065 | $ 79,672 | |||||||
Ending balance (in shares) at Mar. 31, 2022 | 2,551,542 | |||||||||||
Ending balance at Mar. 31, 2022 | (93,646) | $ 3 | 10,030 | (339) | (103,340) | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 11,250,000 | 16,285,156 | 25,065,538 | 17,905,288 | 29,285,356 | |||||||
Beginning balance at Dec. 31, 2021 | $ 8,582 | $ 12,611 | $ 28,860 | $ 42,048 | $ 79,653 | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 2,550,478 | |||||||||||
Beginning balance at Dec. 31, 2021 | $ (81,851) | $ 3 | 9,115 | (245) | (90,724) | |||||||
Exercise of stock options (in shares) | 60,821 | |||||||||||
Unrealized loss on available-for-sale debt securities | $ (240) | |||||||||||
Net income (loss) | (17,167) | |||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 11,250,000 | 16,285,156 | 25,065,538 | 17,905,288 | 29,285,356 | |||||||
Ending balance at Sep. 30, 2022 | $ 8,643 | $ 12,611 | $ 28,860 | $ 42,099 | $ 79,712 | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 2,915,223 | |||||||||||
Ending balance at Sep. 30, 2022 | (90,054) | $ 3 | 18,319 | (485) | (107,891) | |||||||
Beginning balance (in shares) at Mar. 31, 2022 | 11,250,000 | 16,285,156 | 25,065,538 | 17,905,288 | 29,285,356 | |||||||
Beginning balance at Mar. 31, 2022 | $ 8,603 | $ 12,611 | $ 28,860 | $ 42,065 | $ 79,672 | |||||||
Beginning balance (in shares) at Mar. 31, 2022 | 2,551,542 | |||||||||||
Beginning balance at Mar. 31, 2022 | (93,646) | $ 3 | 10,030 | (339) | (103,340) | |||||||
Accretion of redeemable convertible preferred stock issuance costs | $ 20 | $ 17 | $ 20 | |||||||||
Accretion of redeemable convertible preferred stock issuance costs | (57) | (57) | ||||||||||
Issuance of common stock upon Myst milestone achievement | 5,000 | 5,000 | ||||||||||
Moffitt performance based common stock award (in shares) | 91,721 | |||||||||||
Moffitt performance based common stock award | 1,026 | 1,026 | ||||||||||
Exercise of stock options (in shares) | 59,507 | |||||||||||
Exercise of stock options | 140 | 140 | ||||||||||
Stock-based compensation expense | 1,046 | 1,046 | ||||||||||
Unrealized loss on available-for-sale debt securities | (81) | (81) | ||||||||||
Net income (loss) | 11,600 | 11,600 | ||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 11,250,000 | 16,285,156 | 25,065,538 | 17,905,288 | 29,285,356 | |||||||
Ending balance at Jun. 30, 2022 | $ 8,623 | $ 12,611 | $ 28,860 | $ 42,082 | $ 79,692 | |||||||
Ending balance (in shares) at Jun. 30, 2022 | 2,702,770 | |||||||||||
Ending balance at Jun. 30, 2022 | (74,972) | $ 3 | 17,185 | (420) | (91,740) | |||||||
Accretion of redeemable convertible preferred stock issuance costs | $ 20 | $ 17 | $ 20 | |||||||||
Accretion of redeemable convertible preferred stock issuance costs | (57) | (57) | ||||||||||
Issuance of common stock upon Myst milestone achievement (in shares) | 212,203 | |||||||||||
Issuance of common stock upon Myst milestone achievement | 0 | |||||||||||
Exercise of stock options (in shares) | 250 | |||||||||||
Exercise of stock options | 2 | 2 | ||||||||||
Stock-based compensation expense | 1,189 | 1,189 | ||||||||||
Unrealized loss on available-for-sale debt securities | (65) | (65) | ||||||||||
Net income (loss) | (16,151) | (16,151) | ||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 11,250,000 | 16,285,156 | 25,065,538 | 17,905,288 | 29,285,356 | |||||||
Ending balance at Sep. 30, 2022 | $ 8,643 | $ 12,611 | $ 28,860 | $ 42,099 | $ 79,712 | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 2,915,223 | |||||||||||
Ending balance at Sep. 30, 2022 | $ (90,054) | $ 3 | 18,319 | (485) | (107,891) | |||||||
Beginning balance (in shares) at Dec. 31, 2022 | 11,250,000 | 16,285,156 | 16,285,156 | 25,065,538 | 25,065,538 | 17,905,288 | 29,285,356 | |||||
Beginning balance at Dec. 31, 2022 | $ 8,643 | $ 12,611 | $ 28,860 | $ 42,100 | $ 79,730 | |||||||
Beginning balance (in shares) at Dec. 31, 2022 | 2,915,757 | 2,915,757 | ||||||||||
Beginning balance at Dec. 31, 2022 | $ (101,467) | $ 3 | 20,501 | (413) | (121,558) | |||||||
Accretion of redeemable convertible preferred stock issuance costs | $ 20 | |||||||||||
Accretion of redeemable convertible preferred stock issuance costs | (20) | (20) | ||||||||||
Moffitt performance based common stock award (in shares) | 91,721 | |||||||||||
Moffitt performance based common stock award | 0 | |||||||||||
Exercise of stock options (in shares) | 20,658 | |||||||||||
Exercise of stock options | 83 | 83 | ||||||||||
Stock-based compensation expense | 992 | 992 | ||||||||||
Unrealized loss on available-for-sale debt securities | 121 | 121 | ||||||||||
Net income (loss) | 68 | 68 | ||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 11,250,000 | 16,285,156 | 25,065,538 | 17,905,288 | 29,285,356 | |||||||
Ending balance at Mar. 31, 2023 | $ 8,643 | $ 12,611 | $ 28,860 | $ 42,100 | $ 79,750 | |||||||
Ending balance (in shares) at Mar. 31, 2023 | 3,028,136 | |||||||||||
Ending balance at Mar. 31, 2023 | $ (100,223) | $ 3 | 21,556 | (292) | (121,490) | |||||||
Beginning balance (in shares) at Dec. 31, 2022 | 11,250,000 | 16,285,156 | 16,285,156 | 25,065,538 | 25,065,538 | 17,905,288 | 29,285,356 | |||||
Beginning balance at Dec. 31, 2022 | $ 8,643 | $ 12,611 | $ 28,860 | $ 42,100 | $ 79,730 | |||||||
Beginning balance (in shares) at Dec. 31, 2022 | 2,915,757 | 2,915,757 | ||||||||||
Beginning balance at Dec. 31, 2022 | $ (101,467) | $ 3 | 20,501 | (413) | (121,558) | |||||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares) | 12,493,879 | |||||||||||
Exercise of stock options (in shares) | 23,455 | |||||||||||
Unrealized loss on available-for-sale debt securities | $ 172 | |||||||||||
Net income (loss) | $ (38,750) | |||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 0 | 0 | ||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 23,093,075 | 23,093,075 | ||||||||||
Ending balance at Sep. 30, 2023 | $ 113,899 | $ 23 | 274,425 | (241) | (160,308) | |||||||
Beginning balance (in shares) at Mar. 31, 2023 | 11,250,000 | 16,285,156 | 25,065,538 | 17,905,288 | 29,285,356 | |||||||
Beginning balance at Mar. 31, 2023 | $ 8,643 | $ 12,611 | $ 28,860 | $ 42,100 | $ 79,750 | |||||||
Beginning balance (in shares) at Mar. 31, 2023 | 3,028,136 | |||||||||||
Beginning balance at Mar. 31, 2023 | (100,223) | $ 3 | 21,556 | (292) | (121,490) | |||||||
Accretion of redeemable convertible preferred stock issuance costs | $ 19 | |||||||||||
Accretion of redeemable convertible preferred stock issuance costs | (19) | (19) | ||||||||||
Exercise of stock options (in shares) | 1,122 | |||||||||||
Exercise of stock options | 3 | 3 | ||||||||||
Stock-based compensation expense | 1,074 | 1,074 | ||||||||||
Unrealized loss on available-for-sale debt securities | 59 | 59 | ||||||||||
Net income (loss) | (21,499) | (21,499) | ||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 11,250,000 | 16,285,156 | 25,065,538 | 17,905,288 | 29,285,356 | |||||||
Ending balance at Jun. 30, 2023 | $ 8,643 | $ 12,611 | $ 28,860 | $ 42,100 | $ 79,769 | |||||||
Ending balance (in shares) at Jun. 30, 2023 | 3,029,258 | |||||||||||
Ending balance at Jun. 30, 2023 | (120,605) | $ 3 | 22,614 | (233) | (142,989) | |||||||
Proceeds from initial public offering, net of issuance costs (in shares) | 7,318,275 | |||||||||||
Proceeds from initial public offering, net of issuance costs | 75,963 | $ 7 | 75,956 | |||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares) | (11,250,000) | (16,285,156) | (25,065,538) | (17,905,288) | (29,285,356) | |||||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering | $ (8,643) | $ (12,611) | $ (28,860) | $ (42,100) | $ (79,769) | |||||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares) | 12,493,879 | |||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering | 171,983 | $ 13 | 171,970 | |||||||||
Issuance of common stock upon Myst milestone achievement (in shares) | 249,992 | |||||||||||
Issuance of common stock upon Myst milestone achievement | 2,812 | 2,812 | ||||||||||
Exercise of stock options (in shares) | 1,671 | |||||||||||
Exercise of stock options | 9 | 9 | ||||||||||
Stock-based compensation expense | 1,064 | 1,064 | ||||||||||
Unrealized loss on available-for-sale debt securities | (8) | (8) | ||||||||||
Net income (loss) | $ (17,319) | (17,319) | ||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 0 | 0 | ||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 23,093,075 | 23,093,075 | ||||||||||
Ending balance at Sep. 30, 2023 | $ 113,899 | $ 23 | $ 274,425 | $ (241) | $ (160,308) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Activities | ||
Net loss | $ (38,750) | $ (17,167) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 3,130 | 3,197 |
Loss on disposal of property and equipment | 324 | |
Depreciation and amortization | 2,139 | 2,716 |
Impairment of ROU asset | 497 | |
Moffitt performance-based common stock award | 1,026 | |
Amortization/(Accretion) of premium on short term investments | (1,108) | 144 |
Change in fair value of contingent consideration liability | 1,750 | 6,518 |
Changes in operating assets and liabilities: | ||
Accounts receivable - collaboration agreement | 8,511 | 2,276 |
Prepaid expenses and other current assets | (2,295) | 1,874 |
Tax liability | 23 | |
Operating lease liabilities | (72) | (1,388) |
Accounts payable | (1,052) | 773 |
Change in contingent consideration liability | (1,477) | |
Accrued compensation and other accrued liabilities | (1,968) | (3,707) |
Other non-current assets | (497) | (1,373) |
Deferred revenue | (19,306) | (46,940) |
Net cash flows used in operating activities | (50,648) | (51,554) |
Investing Activities | ||
Proceeds from maturities of short-term investments | 55,750 | 38,500 |
Purchase of short-term investments | (77,469) | (54,164) |
Proceeds from sale of property and equipment | 180 | |
Purchases of property and equipment | (1,249) | (5,068) |
Net cash flows used in investing activities | (22,788) | (20,732) |
Financing Activities | ||
Proceeds from issuance of common stock, net of issuance costs | 78,018 | |
Payment of contingent consideration related to Myst milestone | (898) | (2,813) |
Proceeds from exercise of stock options | 95 | 152 |
Net cash flows provided by (used in) financing activities | 77,215 | (2,661) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 3,779 | (74,947) |
Cash, cash equivalents and restricted cash at beginning of the period | 35,113 | 123,763 |
Cash, cash equivalents and restricted cash at end of the period | 38,892 | 48,816 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for income taxes | 57 | |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Accretion of redeemable convertible preferred stock | 39 | 171 |
Additions to ROU assets obtained from new operating leases | 4,218 | |
Conversion of convertible preferred stock to common stock upon closing of IPO | 171,983 | |
Equity issuance costs included in accrued liabilities | 179 | |
Issuance of common stock to settle Myst contingent consideration liability | $ 2,812 | $ 5,000 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Business Description And Basis Of Presentation [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation Organization Turnstone Biologics Corp. (the “Company” or “Turnstone”) is a clinical stage biotechnology company focused on developing new medicines to treat and cure patients with solid tumors. Turnstone is pioneering a differentiated approach to tumor infiltrating lymphocytes (“TILs”), a clinically validated technology for treating solid tumors. The Company is developing next generation TIL therapies by selecting the most potent and tumor reactive T cells (“Selected TILs”). The Company has initiated two Phase 1 clinical trials for its lead Selected TIL product candidate, TIDAL-01, for the treatment of breast cancer, colorectal cancer, uveal melanoma and other non-cutaneous and cutaneous melanomas. Turnstone Biologics Inc. (“Turnstone Canada”) was incorporated as a Canadian corporation on March 27, 2014. On December 13, 2018, Turnstone Biologics Corp. was incorporated under the laws of the State of Delaware. On December 14, 2018, the Company completed a reorganization from Canada to the United States (the “Reorganization”). In connection with the Reorganization, all of the shareholders of Turnstone Canada exchanged their shares in Turnstone Canada for shares of the newly incorporated Delaware entity, as a result of which Turnstone Canada became the newly incorporated Delaware entity’s wholly owned subsidiary. The corporate reorganization was a common control reorganization applied on a retrospective basis. The Company’s headquarters are located in San Diego, California. Reverse Stock Split On July 14, 2023, the Company effected a 1-for-7.9872 reverse stock split (“Reverse Split”) of its issued and outstanding shares of common stock and redeemable convertible preferred stock. All share and per share amounts included in the accompanying unaudited condensed consolidated financial statements and related notes have been retroactively adjusted, where applicable, to reflect the Reverse Split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid-in capital. Shares of common stock, underlying outstanding stock options, and restricted stock were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the appropriate securities agreements. Stockholders entitled to fractional shares as a result of the Reverse Split received a cash payment in lieu of receiving fractional shares. Initial Public Offering On July 25, 2023, the Company completed its initial public offering (IPO) pursuant to which it issued and sold an aggregate of 6,666,667 shares of common stock at a price to the public of $ 12.00 per share, Aggregate net proceeds to the Company were $ 68.7 million after deducting underwriting discounts and commissions of $ 5.6 million and other offering expenses of $ 5.7 million. On August 15, 2023, the underwriters exercised their option to purchase an additional 651,608 shares of common stock at $ 12.00 per share. Aggregate net proceeds to the Company were $ 7.3 million after deducting underwriting discounts and commissions of $ 0.5 million. Upon the closing of the IPO, all outstanding shares of redeemable convertible preferred stock automatically converted into shares of common stock. Subsequent to the closing of the IPO, there were no shares of redeemable convertible preferred stock outstanding. In connection with the closing of the IPO, the Company filed its Amended and Restated Certificate of Incorporation which provides that the authorized capital stock of the Company is 500,000,000 shares consisting of 490,000,000 shares of common stock and 10,000,000 shares of undesignated preferred stock, both with a par value of $ 0.001 per share. Sources of Liquidity Since its inception, the Company has devoted substantially all of its efforts and financial resources to organizing and staffing the Company, business planning, raising capital, discovering product candidates and securing related intellectual property rights, and conducting research and development activities for its Selected TIL programs and product candidates. The Company does not have any products approved for sale, has not generated any revenue from product sales and has incurred overall net losses since commencement of the Company’s operations, including a net loss of $ 38.8 million and $ 17.2 million for the nine months ended September 30, 2023 and 2022, respectively. The Company has financed its operations through the issuance and sale of shares of the Company’s redeemable convertible preferred stock, from collaboration revenue received pursuant to certain collaboration agreements, and most recently, with proceeds from the IPO completed on July 25, 2023 and the exercise of the underwriters option to purchase additional shares on August 15, 2023. As of September 30, 2023 , the Company had an accumulated deficit of $ 160.3 million. The Company expects to continue to generate significant operating losses for the foreseeable future. The Company has evaluated and concluded there are no conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern for a period of one year following the date these unaudited condensed consolidated financial statements are issued and believes its existing cash and cash equivalents and short-term investments as of September 30, 2023 of $ 109.1 million will be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months from the date these unaudited condensed consolidated financial statements are filed with the Securities and Exchange Commission (“SEC”). The Company intends to fund future operations and future capital funding needs through equity and/or debt financings, as well as possible asset sales, licensing transactions, and collaborations or strategic partnerships with other companies. The sale of equity or convertible debt could result in additional dilution to stockholders. The incurrence of indebtedness would result in debt service obligations and could result in operating and financial covenants that would restrict the Company’s operations. The Company can provide no assurance that sufficient financing will be available on acceptable terms, if at all. If the Company is not able to secure adequate additional funding it may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, and/or suspend or curtail planned programs. Any of these actions could materially harm the Company’s business. Risks and Uncertainties The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including non-clinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance and reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation of Unaudited Condensed Consolidated Financial Information The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. However, such interim financial statements reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the Company’s financial position and results of operations. Results shown for interim periods are not necessarily indicative of the results that may be expected for the year ended December 31, 2023 or for any other period. The condensed consolidated balance sheet as of December 31, 2022 was derived from the audited consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, included in the Company’s final prospectus filed with the SEC pursuant to Rule 424(b)(4) on July 24, 2023. Certain prior period amounts reported in the Company’s unaudited condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period presentation. Any reference in these notes to applicable guidance is meant to refer to the authoritative accounting principles generally accepted in the United States as found in the Accounting Standard Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Significant Accounting Policies The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements are consistent with those discussed in Note 2 to the audited consolidated financial statements included in the Company’s final prospectus filed with the SEC pursuant to Rule 424(b)(4) on July 24, 2023. Use of Estimates The preparation of these unaudited condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to accrued expenses, contingent liabilities, revenue recognition, the valuation of equity-based compensation, common stock, restricted common stock, and income taxes. The Company bases its estimates on various assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. Restricted Cash and Investments Restricted cash consists of certificate of deposit accounts that are pledged as collateral for the Company’s San Diego facility lease as of September 30, 2023 and the San Diego and New York facility leases as of December 31, 2022 . Restricted cash was approximately $ 0.1 million and $ 0.4 million as of September 30, 2023 and December 31, 2022, respectively. The Company invests its excess cash in investment grade, short-term, fixed income securities and recognizes purchased securities on the settlement date. All investments have been classified as “available-for-sale” in the unaudited condensed consolidated balance sheets and are carried at estimated fair value based upon quoted market prices or pricing models for similar securities. Management determines the appropriate classification of its investments at the time of purchase and re-evaluates such designation as of each balance sheet date. The Company assesses its available-for-sale securities under the available-for-sale security impairment model in ASC 326 as of each reporting date in order to determine if a portion of any decline in fair value below carrying value is the result of a credit loss. The Company records credit losses in the unaudited condensed consolidated statements of operations and comprehensive loss as credit loss expense, which is limited to the difference between the fair value and the amortized cost of the security. To date, the Company has not recorded any credit losses on its available-for-sale securities. Declines in fair value below carrying value attributable to non-credit related factors are recorded as accumulated other comprehensive loss, which is a separate component of stockholders’ deficit. Realized gains and losses are reported in other income (expense), net. Interest on short-term investments is included in other income (expense), net. The Company’s investments are classified as current assets which reflects management’s intention to use the proceeds from sales of these securities to fund its operations, as necessary. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments and restricted cash. The Company’s investment policy restricts cash investments to high credit quality, investment grade investments. The Company’s investment policy provides guidelines and limits regarding investment type, concentration, credit quality, and maturity aimed at maintaining sufficient liquidity to satisfy operating and working capital requirements along with strategic initiatives, preserving capital, and minimizing risk of capital loss while generating returns on its investments. The Company is exposed to credit risk in the event of default by the issuer or the institutions holding the cash and cash equivalents to the extent of the amounts recorded on the balance sheets. The Company records accounts receivable amounts invoiced to a collaborator, for which the Company has an unconditional right to consideration. For amounts to which the Company has an unconditional right to consideration but has not yet invoiced the collaborator, the Company records unbilled accounts receivable. The Company estimates an allowance for credit losses based on the creditworthiness of its collaborator, current economic conditions and future economic conditions, as may be applicable. If a receivable is deemed to be uncollectible, the balance is charged against the allowance. As of September 30, 2023 and December 31, 2022 , the Company had an accounts receivable balance of $ 0.2 million and $ 8.7 million, respectively of which Takeda accounted for 100 %, and no allowance was recorded. Accounts receivable and unbilled accounts receivable are presented in accounts receivable, net on the unaudited condensed consolidated balance sheets. During the three and nine months ended September 30, 2023 and 2022 , the Company did no t recognize any charges for write-offs of accounts receivable. The Company has no off-balance sheet risk, such as foreign exchange contracts, option contracts or other foreign-hedging arrangements. 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 condensed consolidated financial statements on a recurring basis. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires that an entity maximize the use of observable inputs when estimating fair value. The fair value hierarchy includes the following three-level classification which is based on the market observability of the inputs used for estimating the fair value of the assets or liabilities being measured: Level 1 – Quoted market prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, 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 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that a market participant would use in pricing the asset or liability. Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized at fair value in the unaudited condensed consolidated financial statements on a recurring basis (at least annually). To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Stock-Based Compensation The Company measures the cost of employee, nonemployee and director services received in exchange for an award of equity instruments based on the fair value of the award on the date of grant and recognizes the related expense over the period during which the employee, nonemployee or director is required to provide service in exchange for the award on a straight-line basis. The Company estimates the fair value of options granted using the Black-Scholes option pricing model (“Black-Scholes”) and the fair value of common stock to determine the fair value of restricted stock. The determination of fair value for stock-based awards on the date of grant using an option-pricing model requires management to make certain assumptions regarding a number of variables. Upon adoption of ASU 2016-09, the Company can make an accounting policy election to either estimate the number of share-based awards that are expected to vest, or account for forfeitures when they occur. The Company elected to account for forfeitures when they occur. As such, the Company recognizes stock-based compensation expense, over the requisite service period, based on the vesting provisions of the individual grants. The Black-Scholes option pricing model requires inputs based on certain subjective assumptions, including (a) the expected stock price volatility, (b) the expected term of the award, (c) the risk-free interest rate and (d) expected dividend yields. Due to the lack of a public market for the Company’s common stock until July 21, 2023, and lack of company- specific historical and implied volatility data, the Company has based its computation of expected volatility on the average historical volatility of a representative group of public companies with similar characteristics to the Company, including stage of product development and life science industry focus. The historical volatility is calculated based on a period of time commensurate with the expected term. The Company uses the simplified method as prescribed by the U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 107, Share-Based Payment, to calculate the expected term for options granted to employees as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The expected term is applied to the stock option grant group as a whole, as the Company does not expect substantially different exercise or post-vesting termination behavior among its employee population. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected term of the stock options. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. Determination of Fair Value of Common Stock After the Company's IPO in July 2023, the fair value of common stock is determined using the closing price of the Company's common stock on the Nasdaq Global Select Market. Prior to the IPO, there were significant judgments and estimates inherent in the determination of the fair value of the Company’s common stock. These estimates and assumptions include a number of objective and subjective factors, including, among other things, external market conditions, the prices at which the Company sold shares of its convertible preferred stock, the superior rights and preferences of securities senior to its common stock at the time of, and the likelihood of, achieving a liquidity event, such as an initial public offering or sale of the Company. The approach to estimating the fair market value of common stock is consistent with the methods outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held Company Equity Securities Issued as Compensation (the “Practice Aid”). In valuing the Company’s common stock prior to the IPO, the equity value of the business was determined using the backsolve method, a form of the subject company transaction method, wherein the equity value for a privately held company is derived from a recent transaction in the company’s own securities. The value is then allocated using the hybrid method allocation methodology. For grants made prior to September 30, 2018, in accordance with the Practice Aid, the Company determined the option pricing method (“OPM”), was the most appropriate method for determining the fair value of the Company’s common stock based on its stage of development and other relevant factors. For grants made subsequent to September 30, 2018 but prior to the IPO, the Company used a hybrid method, which is a hybrid between the OPM and the probability-weighted expected return method (“PWERM”). The hybrid method is a combination of the PWERM and OPM. The OPM allocates the overall Company value to the various share classes based on differences in liquidation preferences, participation rights, dividend policy and conversion rights, using a series of call options. The call right is valued using a Black-Scholes option pricing model. The PWERM employs additional information not used in the OPM, including various market approach calculations depending upon the likelihood of various discrete future liquidity scenarios, such as an initial public offering or sale of the Company, as well as the probability of remaining a private company. In a hybrid method, various exit scenarios are analyzed. A discount for lack of marketability of the Company’s common stock was then applied to arrive at an indication of value for the common stock. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, including evaluating the impact of the overall micro- and macro-economic conditions on the carrying value of its long-lived assets, including property and equipment and operating lease assets. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the nine months ended September 30, 2023 and 2022, there was $ 0 and $ 0.5 million, respectively, recorded in impairment losses recognized for long-lived assets related to the sub-lease of the Company’s New York office ( See Note 11—Leases for additional information). Redeemable Convertible Preferred Stock The Company records all proceeds from redeemable convertible preferred stock (“Preferred Stock”) net of issuance costs. The Company classifies Preferred Stock outside of stockholders’ equity (deficit) due to certain events that are outside of the Company’s control, including sale or transfer of control of the Company, or redemption upon the election of the required majority of the Preferred Stockholders any time after June 29, 2026, as holders of the Preferred Stock could cause redemption of the shares in these situations. The Company adjusts the carrying values of the Preferred Stock to the ultimate redemption values over the period from issuance to the earliest redemption date. Upon the closing of the IPO, all of the outstanding shares of Preferred Stock automatically converted into shares of common stock in a 1-for- 7.9872 reverse stock split. Deferred Offering Costs The Company had deferred offering costs, related to its recently completed IPO, consisting of legal, accounting and other fees and costs directly attributable to the Company’s IPO and are included with other assets, noncurrent in the unaudited condensed consolidated balance sheets. The deferred offering costs were offset against the proceeds received upon the completion of the IPO. As such, there were no deferred offering costs as of September 30, 2023. As of December 31, 2022 , the Company recorded $ 1.9 million of deferred offering costs. Contingent Consideration Consideration paid related to the Myst Merger Agreement (as defined below) may include potential future payments that are contingent upon the Company achieving certain milestones in the future. Contingent consideration liabilities are measured at their estimated fair value as of the date of the unaudited condensed consolidated balance sheets using a probability-based income approach based on the monetary value of the milestone payment discounted for the likelihood of achieving the milestone and a present value factor based on the timing of when the milestone is expected to be achieved. Contingent consideration liabilities expected to be settled within 12 months after the balance sheet date are presented in current liabilities, with the non-current portion recorded under other liabilities, non-current in the unaudited condensed consolidated balance sheets. Changes in the fair value of the contingent consideration are recorded as research and development expenses in the unaudited condensed consolidated statement of operations and comprehensive loss. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments, which has been subsequently amended by ASU No. 2018-19, ASU No. 2019-04, ASU No. 2019-05, ASU No. 2019-10, ASU No. 2019-11 and ASU No. 2021-03 (“ASU 2016-13”). The provisions of ASU 2016-13 modify the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology and require a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 was effective for the Company on January 1, 2023 . The adoption did not have a material impact on the unaudited condensed consolidated financial statements. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which reduces the number of accounting models for convertible debt instruments and convertible preferred stock as well as amends the derivatives scope exception for contracts in an entity’s own equity. ASU 2020-06 is effective for the Company on January 1, 2024, with early adoption permitted. The Company is currently evaluating the potential impact that this standard may have on its unaudited condensed consolidated financial statements and related disclosures. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | 3. Fair Value of Financial Assets and Liabilities For a description of the fair value hierarchy and our fair value methodology, see Note 2 – Summary of Significant Accounting Policies for additional information. As of September 30, 2023 and December 31, 2022, the Company’s restricted cash which is maintained as collateral in connection with its New York and San Diego facility leases, (See Note 2 – Summary of Significant Accounting Policies for additional information) are valued using Level 1 inputs. The Company’s highly liquid money market funds included within cash equivalents, restricted cash and U.S. treasury securities are valued using Level 1 inputs. The Company classifies its federal agency securities as Level 2. There were no transfers in or out of Level 1 and Level 2 during the periods presented. U.S. treasury securities are bonds issued by the U.S. government and are fully backed by the U.S. government. Given the frequency at which U.S. treasury securities trade and the accessibility of observable, quoted prices for such assets in active markets, they are recognized as Level 1 assets. Federal agency securities are bonds and notes issued by government-sponsored enterprises, including Fannie Mae, Freddie Mac and the Federal Home Loan Bank. Since Federal agency securities typically do not trade as frequently as U.S. government agency securities and no exchange exists to price such investments, they are recognized as Level 2 assets. The Company had $ 2.6 million and $ 6.0 million in contingent consideration liabilities as of September 30, 2023 and December 31, 2022, respectively, related to the Myst Merger Agreement. The contingent consideration balances are comprised of one potential milestone payment as of September 30, 2023 and two separate potential milestone payments as well as the remaining unpaid liability of $ 2.2 million from the milestone achievement as of December 31, 2022 with each measured at fair value (See Note 7—Asset Acquisition for additional information). The fair value of the contingent consideration is estimated based on the monetary value of the milestone discounted for the likelihood of achieving the milestone and a present value factor based on the timing of when the milestone is expected to be achieved. The value for the contingent consideration balance is based on significant inputs not observable in the market which represents a Level 3 measurement within the fair value hierarchy. There were no transfers in or out of Level 3 during the periods presented. The following tables represent a summary of the financial assets and liabilities that are measured on a recurring basis at fair value (in thousands) : September 30, 2023 Level 1 Level 2 Level 3 Fair Value Financial assets: Money market funds $ 27,934 $ — $ — $ 27,934 Restricted cash (1) 116 — — 116 U.S. government and agency securities (2) 77,299 — — 77,299 Total financial assets $ 105,349 $ — $ — $ 105,349 Financial liabilities: Contingent consideration (3) $ — $ — $ 2,557 $ 2,557 Total financial liabilities $ — $ — $ 2,557 $ 2,557 December 31, 2022 Level 1 Level 2 Level 3 Fair Value Financial assets: Money market funds $ 9,238 $ — $ — $ 9,238 Restricted cash (1) 382 — — 382 U.S. government and agency securities (2) 30,649 16,681 — 47,330 Total financial assets $ 40,269 $ 16,681 $ — $ 56,950 Financial liabilities: Contingent consideration (3) $ — $ — $ 5,994 $ 5,994 Total financial liabilities $ — $ — $ 5,994 $ 5,994 (1) Restricted cash serves as deposits for the Company’s San Diego office lease as of September 30, 2023 and New York and San Diego office leases as of December 31, 2022. (2) Included in short-term investments on the unaudited condensed consolidated balance sheets and are classified as available-for sale debt securities. (3) Contingent consideration related to the Myst Merger Agreement. The following significant unobservable inputs were used in the valuation of the contingent consideration payable to the sole common stockholder of Myst pursuant to the Myst Merger Agreement: Fair Value as of Contingent Consideration Liability September 30, 2023 Valuation Technique Unobservable Input Range (in thousands) Milestone payments $ 2,557 Discounted cash flow Likelihood of occurrence 20 % Discount rate 22 % Expected term (in years) 2.25 Fair Value as of Contingent Consideration Liability December 31, 2022 Valuation Technique Unobservable Input Range (in thousands) Milestone payments $ 5,994 Discounted cash flow Likelihood of occurrence 20 % - 100 % Discount rate 22 % Expected term (in years) 0.25 - 2.75 The following table reflects the activity for the Company’s contingent consideration, measured at fair value using Level 3 inputs ( in thousands ): Contingent consideration at December 31, 2022 $ 5,994 Changes in the fair value of contingent consideration 1,750 Cash payment of Myst milestone ( 2,375 ) Equity issuance related to milestone achievement ( 2,812 ) Contingent consideration at September 30, 2023 2,557 The following tables show the Company’s cash, cash equivalents and available-for-sale securities by significant investment category (in thousands ): September 30, 2023 Amortized Gross Gross Estimated Level 1: Money market funds $ 27,934 $ — $ — $ 27,934 Restricted cash 116 — — 116 U.S. government securities 77,316 4 ( 21 ) 77,299 Total financial assets $ 105,366 $ 4 $ ( 21 ) $ 105,349 Classified as: Cash and cash equivalents $ 34,904 Restricted cash 116 Short-term investments 70,329 $ 105,349 December 31, 2022 Amortized Gross Gross Estimated Level 1: Money market funds $ 9,238 $ — $ — $ 9,238 Restricted cash 382 — — 382 U.S. government securities 30,761 — ( 112 ) 30,649 Level 2: U.S. agency securities 16,759 — ( 78 ) 16,681 Total financial assets $ 57,140 $ — $ ( 190 ) $ 56,950 Classified as: Cash and cash equivalents $ 9,238 Restricted cash 382 Short-term investments 47,330 $ 56,950 While short-term investments are available-for-sale, it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity. All short-term investments currently held have maturities of less than one year. The Company reviews short-term investments for impairment during each reporting period. Credit losses are recognized up to the amount equal to the difference between the fair value and the amortized cost basis and recorded as an allowance for credit losses in the unaudited condensed consolidated balance sheets with a corresponding adjustment to earnings. Unrealized losses that are not related to credit losses are recognized in accumulated other comprehensive loss. Unrealized losses were not significant for the investments held in the Company’s portfolio as of September 30, 2023 and Company considered the decline in market value for these securities to be primarily attributable to economic and market conditions rather than credit-related factors. The Company considered the risk-profile of the counterparties under ASU 2016-13, noting that any credit risk associated with such entities is either zero or near zero. There were no impairment losses or expected credit losses related to its short-term investments during the three and nine months ended September 30, 2023 and 2022 . |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 4. Property and Equipment, Net Property and equipment, net consist of the following ( in thousands ): September 30, December 31, 2023 2022 Computer equipment and software $ 376 $ 376 Laboratory equipment 12,091 12,901 Furniture 690 758 Leasehold improvements 1,308 1,308 14,465 15,343 Less accumulated depreciation and amortization ( 6,407 ) ( 5,619 ) Total property and equipment, net $ 8,058 $ 9,724 Property and equipment depreciation and amortization expense for the three months ended September 30, 2023 and 2022 , was $ 0.7 million and $ 1.1 million, respectively and for the nine months ended September 30, 2023 and 2022 , was $ 2.1 million and $ 2.7 million, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | 5. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): September 30, December 31, 2023 2022 Research and development expense $ 4,746 $ 6,688 Professional and consulting expense 959 1,170 Compensation 2,872 2,366 Contingent consideration, current — 3,791 Other current liabilities 130 272 Total accrued expenses and other current liabilities $ 8,707 $ 14,287 |
Agreements
Agreements | 9 Months Ended |
Sep. 30, 2023 | |
Agreements [Abstract] | |
Agreements | 6. Agreements Takeda Pharmaceutical Company Limited Collaboration Agreement In November 2019, the Company entered into a discovery, collaboration and license agreement (“Takeda Agreement”) with Millennium Pharmaceuticals, Inc. (also known as Takeda Oncology), a wholly owned subsidiary of Takeda Pharmaceutical Company Limited (Takeda). Under the Takeda Agreement, the Company agreed to collaborate with Takeda to co-develop and co-commercialize TBio-6517 (also known as RIVAL-01) (“Development Program”) and to conduct discovery programs to identify additional novel product candidates based on its vaccinia virus platform for independent development (“Discovery Program”). Under the Takeda Agreement, the Company granted Takeda and its affiliates a worldwide, irrevocable, non-transferable, co-exclusive, sublicensable license under certain of the Company’s know-how and patent rights (“Turnstone Technology”) to make, use, sell, offer for sale, develop, manufacture, and commercialize, or otherwise exploit TBio-6517 (“Licensed Compound”) and products containing TBio-6517 (“Takeda Licensed Products”) in all fields. Takeda granted the Company and the Company’s affiliates an irrevocable, non-transferable, non-exclusive, sublicensable license under certain know-how and patent rights of Takeda (“Takeda Technology”) to make, use, sell, offer for sale, develop, manufacture, and commercialize, or otherwise exploit the Licensed Compound and Takeda Licensed Products in all fields in accordance with joint development, commercialization, and medical affairs plans under the Takeda Agreement. Under the Takeda Agreement, the Company also granted to Takeda and its affiliates a worldwide, non-transferable, non-exclusive, sublicensable license under Turnstone Technology to conduct joint discovery and research activities in all fields in accordance with joint research and discovery plans. Under the Takeda Agreement, Takeda granted the Company a license to Takeda Technology to conduct discovery and research activities in all fields in accordance with joint research and discovery plans. The Company also granted to Takeda and its affiliates an exclusive option to obtain a worldwide, irrevocable, non-transferable, exclusive, sublicensable license under Turnstone Technology to make, use, sell, offer for sale, develop, manufacture, and commercialize, or otherwise exploit (i) selected discovery virus candidates generated and evaluated by the parties under a joint discovery program (“Selected Discovery Candidates”), and (ii) any corresponding licensed products containing a Selected Discovery Candidate (“Licensed Discovery Products”). Takeda may exercise this option with respect to two virus candidates and within a specified option exercise period. The Company granted Takeda and its affiliates a non-exclusive, perpetual, irrevocable, worldwide, sublicensable and fully paid-up license under certain of the Company’s know-how and patents relating to manufacturing improvements developed under the Takeda Agreement solely for use in connection with the manufacture of products that do not comprise or incorporate, and that are not based on, an oncolytic virus. Takeda granted the Company and the Company’s affiliates a non-exclusive, perpetual, irrevocable, worldwide, sublicensable and fully paid-up license under certain of Takeda’s know-how and patents relating to manufacturing improvements developed under the Takeda Agreement solely for use in connection with the manufacture of any and all products. With respect to discovery virus candidates for which Takeda does not exercise its option, Takeda granted the Company a non-exclusive, perpetual, worldwide, sublicensable and royalty-bearing license under certain of its know-how and patents that is necessary or reasonably useful for the exploitation of such declined discovery virus candidates (“Declined Candidate License”). Responsibilities for the development of Licensed Compounds and Takeda Licensed Products are delineated pursuant to a joint development plan under the terms of the Takeda Agreement. The Company will be responsible for all activities under the joint development plan prior to completion of a Phase 2a clinical trial and Takeda will be responsible for all activities in the joint development plan upon and after completion of the Phase 2a clinical trial. Responsibilities relating to manufacturing, medical affairs, and commercialization of Licensed Compounds and Takeda Licensed Products are delineated pursuant to a manufacturing working plan, joint medical affairs plan and joint commercialization plan, respectively. The Company has the right to reduce or opt-out of its share of responsibilities for costs and expenses of certain development or commercialization activities for the Takeda Licensed Compounds and Takeda Licensed Products. Responsibilities for the discovery and research of Selected Discovery Candidates are delineated pursuant to joint discovery and research plans under the terms of the Takeda Agreement. Under the Takeda Agreement, Takeda paid the Company a non-refundable payment of $ 50.0 million in November 2019 and an additional non-refundable payment of $ 30.0 million in April, 2020, for the option to license up to two Selected Discovery Candidates, with additional consideration of $ 15.0 million to be paid by Takeda to the Company for each exercise of such option. Under the Takeda Agreement, the Company has the right to reduce its share of funding obligations with respect to development activities for the Licensed Compound and Takeda Licensed Products (the “Development Opt-Down Right”), or to opt-out of all further funding obligations with respect to development activities for the Licensed Compound and Takeda Licensed Products (the “Development Opt-Out Right”). Unless and until the Company exercises the Development Opt-Down Right, the parties will share evenly in any operating profits or losses with respect to joint development activities, joint medical affairs activities, and joint commercialization activities. If the Company exercises its Development Opt-Down Right, then starting from the effective date of the exercise of the right, Takeda will bear (and be entitled to) 70 % and the Company will bear (and be entitled to) 30 % of the operating profits or losses with respect to joint development activities, joint medical affairs activities, and joint commercialization activities. Takeda is obligated to pay the Company (i) up to $ 200.0 million in aggregate upon achievement of certain clinical and regulatory milestones for the first Takeda Licensed Product to achieve the applicable development milestone event, (ii) up to $ 150.0 million in aggregate for one-time payments upon achievement of certain sales milestones for each Takeda Licensed Product, (iii) up to $ 240.0 million in aggregate (if Takeda exercises both options to Selected Discovery Candidates) upon achievement of certain clinical and regulatory milestones for the first Takeda Licensed Discovery Product to achieve applicable development milestone events, and (iv) up to $ 300.0 million in aggregate (if Takeda exercises both options to Selected Discovery Candidates) for one-time payments upon achievement of certain sales milestones for a Licensed Discovery Product. If the Company exercises its Development Opt-Out Right for the Takeda Licensed Products, then in lieu of the profit and loss share arrangement described above, the Company is entitled to receive tiered low- to high- teen percentage royalties on net sales of all Takeda Licensed Products by the Company or the Company’s sublicensees during the royalty term, which commences on the first commercial sale of a Takeda Licensed Product in a country and ends on the later of the expiration of all licensed patents covering such Licensed Product in such country or ten years after the date of the first commercial sale in such country (“Royalty Term”). For Licensed Discovery Products, the Company is entitled to receive tiered high-single digit to low-teen percentage royalties on net sales of all Licensed Discovery Products by the Company or the Company’s sublicensees during the Royalty Term. Royalty payments are subject to customary reductions. Takeda has the right to terminate for convenience as follows: (i) prior to the expiration of the option exercise period related to a Discovery Virus Candidate, Takeda may terminate the Takeda Agreement related to such Discovery Virus Candidate and the Discovery Program with 90 days’ notice, (ii) prior to any commercial sale, Takeda may terminate the Takeda Agreement either in its entirety or on a compound-by-compound or region-by-region basis, with six months’ notice and (iii) after a commercial sale, Takeda may terminate the Takeda Agreement either in its entirety or on a compound-by-compound or region-by-region basis, with 12 months’ notice. Termination of Development Program On June 13, 2022, Takeda provided six months’ written notice to terminate the Development Program in accordance with its termination for convenience rights, with such termination being effective as of December 13, 2022. During the six months’ notice period, the Company was obligated to continue providing the necessary Development Program services to wind down the program. Upon the effective termination date of December 13, 2022, Takeda’s co-exclusive license to TBio-6517 terminated and the Company is no longer obligated to pursue development of TBio-6517. Termination of Discovery Program On January 6, 2023, Takeda provided six months’ written notice to terminate the remainder of the Takeda Agreement, with such termination being effective as of July 6, 2023 (“Effective Termination Date”). On the Effective Termination Date, all options and licenses granted under the Takeda Agreement terminated (except for the Declined Candidate License) and Takeda granted the Company a non-exclusive license under the patent rights and know-how controlled by Takeda as of the Effective Termination Date necessary for the Company to exploit the Licensed Compound and Takeda Licensed Products in the form existing as of the Effective Termination Date for any use worldwide, subject to a royalty to be agreed upon by Takeda and the Company. As of March 31, 2023, the Company ceased all work under the Takeda Agreement and there were no remaining estimated services associated with the obligations under the Takeda Agreement as of the effective termination date of July 6, 2023. Accounting Analysis The Company assessed the promised goods and services under the Takeda Agreement in accordance with ASC 606, and determined that, at inception, the Takeda Agreement includes the following performance obligations: (i) research, development and manufacturing services under the Development Program for the completion of clinical trials through Phase 2a for RIVAL-01 and a co-exclusive license to exploit RIVAL-01 (“Development Program Performance Obligation”); and (ii) research and development services under the Discovery Program to identify and optimize four Selected Discovery Candidates for further development (“Discovery Program Performance Obligation”). The individual promises under the Development Program including research, development, manufacturing for clinical trials, and the co-exclusive license to RIVAL-01 are not individually distinct as they represent inputs into a combined output of advancing RIVAL-01 through the Phase 2a clinical trial. Therefore, all promises under the Development Program represent a single performance obligation. Similarly, the research and development services under the Discovery Program represent a single research program aimed at generating four Selected Discovery Candidates and therefore represents a single performance obligation. The Development Program promises are distinct from the promises under the Discovery Program, as the benefits under each program are separately identifiable. Each program has a separate work plan and the promises to be provided under the Development Program do not relate to the promises to be provided under the Discovery Program. The Company concluded that Takeda’s license options under the Discovery Program do not represent material rights, and therefore are not performance obligations, as the Company is entitled to an additional $ 15.0 million payment for each license option exercised, which approximates the estimated standalone selling price of the underlying license. The total transaction price at contract inception is $ 158.6 million, comprised of the following components: • Fixed consideration of $ 80.0 million including a non-refundable up-front payment of $ 50.0 million in November 2019 and another non-refundable payment of $ 30.0 million that was due on April 1, 2020 and received in April 2020. • Variable consideration related to the expense sharing under the Development Program. These amounts are determinable based on the Development Program plan and budget, and the Company has a contractual right to the payment of costs incurred under the agreed upon plan. Consistent with the expected value method, the Company estimated that it will receive $ 58.6 million under the expense sharing through the completion of the Phase IIa clinical trial. The Company has concluded that these amounts do not require a constraint and are included in the transaction price at inception. The Company has evaluated this estimate at each reporting date and updated the estimate based on information available. • Variable consideration for the development milestones under the Development Program. The Company uses the most likely amount method to value this variable consideration as there are only two possible outcomes of achieving the individual milestones. Under the Development Program, the first milestone of $ 20.0 million is due upon acceptance of the IND by the FDA. At inception, the Company concluded that achievement of this milestone was highly probable and therefore the $ 20.0 million was included in the transaction price and was received in March 2020. The second milestone of $ 15.0 million under the Development Program is due upon the initiation of the first Phase 2 clinical trial for a licensed product. The Company has determined that the most likely amount is $ 15.0 million, however, the Company will not include this $ 15.0 million milestone in the transaction price until it becomes probable that a significant reversal of cumulative revenue will not occur. Additional consideration to be paid to the Company includes development and sales milestones, profit and loss share, royalties and option exercise payments. These additional payments are achievable only after the completion of the Phase 2a clinical trial under the Development Program or exercise of the license options under the Discovery Program and therefore are excluded from the transaction price. Additionally, Takeda’s equity purchase commitments of up to $ 20.0 million are at fair value and therefore no non-cash consideration has been included as a component of the transaction price. The Company allocated the transaction price to the separate performance obligations based on their relative standalone selling prices. The Company determined the standalone selling price of the Development Program Performance Obligation based on the costs incurred to develop RIVAL-01 plus the estimated costs to perform the research, development and manufacturing services through the completion of the Phase 2a clinical trial, inclusive of a reasonable profit margin. The Company determined the standalone selling price of the Discovery Program Performance Obligation based on the estimated costs to discover and research four Selected Discovery Candidates, inclusive of a reasonable profit margin. Significant inputs used to determine the standalone selling prices of the performance obligations include the length of time required, the internal hours expected to be incurred on the services, and the amount of third-party expenses that will be incurred to complete the performance obligations. The Company recognizes the amounts associated with these performance obligations on a proportional performance basis over the contract term using input-based measurements of total cost of research and development incurred to estimate the proportion performed as compared to the estimated total cost and remeasures its progress towards completion at the end of each reporting period. As of December 31, 2021, the transaction price was updated to $ 192.6 million to reflect an increase in the variable consideration related to the expense sharing under the Development Program from $ 58.6 million at inception to $ 92.6 million. The Company determined that the notice of termination on June 13, 2022, represented a modification of the arrangement under ASC 606 and that the transaction price should be updated and re-allocated to the Development Program Performance Obligation and the Discovery Program Performance Obligation based on their standalone selling prices, as follows: Performance Obligations Price Pre- Price at Development Program $ 166.3 million $ 134.3 million Discovery Program $ 26.3 million $ 21.2 million Total $ 192.6 million $ 155.5 million Additionally, the Company updated its measure of progress for each performance obligation as of the modification date and recorded a cumulative adjustment that increased collaboration revenue by $ 31.6 million on the partially satisfied remaining performance obligations, as the remaining services to be performed under each of the performance obligations are not distinct from the services prior to the modification. Costs incurred relating to the Takeda Agreement consist of internal and external research and development costs, which primarily include salaries and benefits, lab supplies, and preclinical research studies. All of these costs are included in research and development expenses in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss during the nine months ended September 30, 2023 and 2022. The deferred revenue balance in connection with the Takeda Agreement as of September 30, 2023 and December 31, 2022 was $ 0.0 million and $ 19.3 million, respectively, which is classified as either current or noncurrent in the accompanying unaudited condensed consolidated balance sheets based on the periods the performance obligations are expected to be performed. The Company recognized the remaining deferred revenue balance during the three months ended March 31, 2023 as the Company concluded that there were no remaining estimated services to be performed associated with the obligations under the Takeda Agreement. The Company recognized collaboration revenue related to the Takeda Agreement for the nine months ended September 30, 2023 and 2022 of $ 19.3 million and $ 62.9 million, respectively, and for the three months ended September 30, 2023 and 2022 of $ 0.0 million and $ 10.2 million, respectively. Receivables related to reimbursable costs expected to be received from Takeda for research and development services performed under the Development Program at September 30, 2023 and December 31, 2022 were $ 0.2 million and $ 8.7 million, respectively. H. Lee Moffitt Cancer Center Master Collaboration Agreement In January 2021, the Company entered into an amended and restated master collaboration agreement (the “Moffitt Agreement”), with Moffitt, to amend a then-existing master collaboration agreement from November 2019, as amended March 2020, between Moffitt and the Company’s now wholly-owned subsidiary, Myst Therapeutics LLC, with the intent to continue to work collaboratively in the research of cancer immunotherapies. Each party granted the other party a right to use its research materials for performance of the research plans agreed to by the parties (the “Research Plans”). Each party granted the other party a non-exclusive, worldwide, sublicensable, perpetual, irrevocable, royalty-free license under all inventions invented in performance of a Research Plan and invented jointly by the Company and Moffitt (the “Joint Inventions”) (with certain exclusions) to make, use, sell, offer for sale, import products and services and/or otherwise practice such inventions. The Company granted Moffitt a royalty free, non-sublicensable, non-transferable, perpetual, non-exclusive license to use and practice certain inventions invented solely by the Company in the performance of a Research Plan for its internal non-commercial research purposes. Moffitt granted the Company (i) a royalty-free, sublicensable, non-transferable, perpetual, non-exclusive license to use and practice certain inventions invented solely by Moffitt in the performance of a Research Plan (“Moffitt Inventions”), (a) for internal, non-commercial research purposes outside the field of ACT and/or (b) to research, develop, make, use, sell, offer to sell, or import products and/or services in the field of ACT and (ii) a royalty free, sublicensable, non-transferable, perpetual, non-exclusive license to use and practice certain inventions invented in performance of a Research Plan or through the use of specified Moffitt research materials. Moffitt granted the Company an option to obtain, with terms to be negotiated in good faith under commercially reasonable terms, a royalty-bearing, sublicensable exclusive license in the Moffitt Inventions, the TCR Inventions, and/or Moffitt’s interest in Joint Inventions. The Company can exercise this option at any time within six months after Moffitt informs the Company of any new invention, and upon the Company’s exercise, the parties will have a period of six months to negotiate the terms of such exclusive license. The Moffitt Agreement will expire upon the later of (i) four years from the effective date of the Moffitt Agreement or (ii) the termination or expiration of all Research Plans in effect under the Moffitt Agreement, unless extended upon mutual written agreement of the parties. Either party may terminate the Moffitt Agreement for cause upon any uncured breach by the other party or upon the insolvency of the other party. Moffitt Alliance Agreement In June 2022, the Company entered into a life science alliance agreement with Moffitt (the “Alliance Agreement”), in order to further expand the Company’s relationship and support the Company’s existing agreements with Moffitt (the “Underlying Agreements”). Pursuant to the Alliance Agreement, the Company will have priority access to Moffitt’s scientific research, manufacturing, and clinical capabilities for the development of novel TIL therapies, including expedited clinical trial activation, enhanced patient screening and data sharing, access to Moffitt’s cellular therapies research and development infrastructure, expanded molecular data sets and biospecimens for research, and allocated cGMP manufacturing capacity for the Company’s product candidates. Under the Alliance Agreement, the Company is obligated to use commercially reasonable efforts to further develop TIL Products, to manufacture TIL Products, to obtain regulatory approval for at least one TIL Product in the United States and to commercialize TIL Products in all countries in which regulatory approval for a TIL Product has been obtained. For purposes of the Alliance Agreement, TIL Product means any pharmaceutical, biopharmaceutical, or biotechnology TIL product that has been developed by us or Moffitt and is advanced into clinical development under an IND sponsored by Moffitt. Pursuant to the Alliance Agreement, the Company agreed to pay to Moffitt a total amount of at least $ 17.5 million (the “Alliance Funding Amount”), for research, development and manufacturing related services that will be paid equally over five years on June 1st of each year starting on June 1, 2023. The Alliance Funding Amount will be calculated annually at the conclusion of each payment period, and, to the extent the Company’s annual aggregate payments to Moffitt of $ 3.5 million exceeds the applicable annual installment amount, the Company will receive a reduction in the amount due for future installment payments based on a predetermined formula agreed to by the parties. To the extent the aggregate annual payments are less than $ 3.5 million, the Company will prepay the remaining amount due. In connection with the execution of the Alliance Agreement, the Company issued Moffitt 91,721 shares of its common stock. As partial consideration under the Alliance Agreement, the Company also agreed to issue Moffitt an additional 366,884 shares of its common stock in the aggregate upon the satisfaction of certain clinical and regulatory milestones with respect to TIL Products. The issuances of common stock are treated as performance-based stock awards. On February 27, 2023, 91,721 shares were issued due to the achievement of the milestone related to the start of the Phase 1 trial. In addition, upon achievement of certain thresholds for aggregate net sales of all TIL Products, the Company is required to make tiered sales-based milestones payments to Moffitt of up to an aggregate of $ 50.0 million. With respect to each of the equity and sales milestones described above, TIL products include any pharmaceutical, biopharmaceutical or biotechnology TIL product that is developed by the Company or Moffitt and is advanced into clinical development under an IND sponsored by Moffitt. Unless earlier terminated, the Alliance Agreement will remain in effect for a term of five years and may be extended for additional periods upon the mutual written consent of both parties. Either party may terminate the Alliance Agreement in the event of (i) the other party’s material breach of the Alliance Agreement that remains uncured after ninety days of receiving written notice of such breach (or in the case of breach of payment obligations, within ten days), (ii) the other party’s insolvency and (iii) a pandemic event resulting in government lockdowns or orders that legally compel such party to cease operations or that result in material disruptions in the available workforce and prevents such party from performing its contractual obligations for a period of more than six months. At any time after June 1, 2025, either party may terminate the Alliance Agreement without cause upon sixty days prior written notice to the other party (a “Termination for Convenience”). Upon a Termination for Convenience, the terminating party shall pay to the other party a termination fee in an amount equal to a low double digit percentage of the then remaining Alliance Funding Amount. Termination or expiry of one or more Underlying Agreements does not affect the term of the Alliance Agreement, which will continue to apply to the remaining ongoing Underlying Agreements. |
Asset Acquisition
Asset Acquisition | 9 Months Ended |
Sep. 30, 2023 | |
Asset Acquisition [Abstract] | |
Asset Acquisition | 7. Asset Acquisition In December 2020, the Company entered into the Agreement and Plan of Merger and Reorganization (the “Myst Merger Agreement”), by and among the Company, Flatiron Merger Sub I, Inc. (“Merger Sub”), Flatiron Merger Sub II, LLC (“Merger LLC”), a direct, wholly-owned subsidiary of the Company, Myst Therapeutics, Inc. (“Myst”), and Timothy Langer, the sole common stockholder of Myst (“Langer”). Pursuant to the Myst Merger Agreement, the business combination (the “Merger”) was effected in two steps. The first step was the merger of Merger Sub with and into Myst. The second step was the merger of Myst with and into Merger LLC. The Merger closed on December 14, 2020, and the effective date of the Merger was January 20, 2021. As a result of the Merger, the separate existences of Merger Sub and Myst ceased, and Merger LLC became the Company’s wholly-owned subsidiary. Pursuant to the Myst Merger Agreement, on December 15, 2020, the Company paid the former equity holders of Myst, (the “Myst Holders”), a one-time up-front payment of $ 9.0 million in cash. The Company paid an additional cash consideration of $ 1.0 million to the Myst Holders on June 14, 2022. The Company also issued Langer up to 725,920 shares of the Company’s common stock. Of these shares, 362,960 shares of the Company’s common stock were issued upon the closing of the Merger and the remaining 362,960 shares of the Company’s common stock were held in escrow with 25 % vesting in December of each year that Langer remains an employee of the Company. As of September 30, 2023 , Langer is still employed by the Company and 181,480 shares of the Company’s common stock have vested and been released from escrow with the remaining 181,480 shares of the Company’s common stock to be released in equal annual installments over the next 1.2 years based on his continued employment. This restricted equity grant is accounted for as a compensatory arrangement under ASC 718 as continued service is required under the agreement. In addition, under the Myst Merger Agreement, each Myst Holder is entitled to receive certain payments as consideration based on the achievement by the Company of three predefined milestones. The initial milestone is the closing of an initial public offering, which occurred on July 25, 2023, the second milestone is the first acceptance by the FDA of an IND filed by, on behalf of or for the benefit of the Company, or the Company’s sublicensees for a product being developed by or on behalf of the Company or its sublicensees that is claimed as a product or method of making or using the product by a pending or issued Myst patent claim existing at the time of such acceptance, and the third milestone is the occurrence of the earlier of (i) the commencement of the first registration study for a product being developed by, on behalf of or for the benefit of the Company that is claimed as a product or a method of making or using the product by an issued Myst patent claim existing as of the time of such commencement or (ii) the issuance of a Myst patent claim that claims a product or method of making or using the product then being developed by, on behalf of or for the benefit of the Company, or its sublicensees, that is or was the subject of a registration study that has or had commenced. The milestones are not contingent on one another, and the milestones do not need to be achieved in any specific order. Within 45 days of the achievement of the initial milestone, which occurred on July 25, 2023, the Company is obligated to pay the Myst Holders an aggregate amount equal to $ 3.0 million. At the Company’s election, the Company may pay this consideration in cash or in shares of the Company’s common stock. Pursuant to a letter agreement dated September 11, 2023 between the Company and the former equityholders of Myst regarding the $ 3.0 million milestone payment that became due and owing to the Myst Holders, the Company agreed to pay $ 0.2 million in cash to the former optionholders of Myst on or before September 30, 2023, with the remaining $ 2.8 million payable to Langer in shares of the Company’s common stock. On September 11, 2023, the Company issued Langer 249,992 shares of the Company’s common stock. Within 45 days of the achievement of the second milestone, the Company is obligated to pay the Myst Holders an aggregate amount equal to $ 10.0 million. At the Company’s election, the Company may pay this consideration in cash or in shares of the Company’s common stock. In May 2022, this $ 10.0 million milestone was achieved. The Company elected to pay $ 5.0 million in the Company’s common stock and $ 5.0 million in cash. Pursuant to a letter agreement dated July 25, 2022 between the Company and the former equityholders of Myst regarding the $ 10.0 million milestone payment that became due and owing to the Myst Holders, the Company agreed to pay to the former optionholders of Myst on or before July 28, 2022, $ 0.6 million in cash, with the remaining $ 9.4 million payable to Langer as follows: (i) on or before July 28, 2022, $ 2.2 million in cash, (ii) on or before July 31, 2022, $ 5.0 million in shares of the Company’s common stock and (iii) on or before January 10, 2023, $ 2.2 million in cash. On June 8, 2022, the Company issued Langer 212,203 shares of the Company’s common stock to settle the $ 5.0 million obligation payable in common stock. The Company then paid the Myst Holders $ 2.8 million in July 2022, with $ 2.2 million paid to Langer and $ 0.6 million paid to the remaining Myst Holders, and the remaining $ 2.2 million was paid to Langer in January 2023. Within 45 days of the achievement of the third milestone, the Company is obligated to pay the Myst Holders an aggregate amount equal to $ 20.0 million. At the Company’s election, the Company may pay this consideration in cash or in shares of its common stock. Additionally, the Company assumed an ongoing research and development contract obligation of approximately $ 1.5 million and committed to spend at least $ 30.0 million for building out the cell therapy infrastructure and continued research and development. The Company accounted for the merger with Myst pursuant to the Myst Merger Agreement as an asset acquisition as substantially all of the value received was concentrated in the acquired in-process research and development of Myst and did not have an alternate future use. The Company recognized a $ 19.4 million charge to research and development expense at the time of the completion of the asset acquisition during the year ended December 31, 2020. The Company determined that the milestone payments are separate units of account and accounted for the initial milestone as a derivative in accordance with ASC 815 and the second and third milestones as liabilities in accordance with ASC 480. In connection with the initial public offering, the Company reassessed its initial accounting of the milestone payments and concluded that they should be viewed as one unit of account because the milestone payments are not legally detachable from each other. The milestone payments, as one unit of account, would be classified as a liability in accordance with ASC 480 and measured at fair value, with changes in the fair value recorded in earnings. Regardless of whether the milestone payments are viewed as one unit of account or three units of account, because they are all subject to fair value measurement, the financial reporting effect of the contingent consideration arrangement as one unit of account or three units of account is substantially the same. As a liability under ASC 480, the contingent consideration will continue to be recorded at fair value until settled. The adjustment to the fair value of the contingent consideration of $ 0.8 million and $ 0.0 million for the three months ended September 30, 2023 and 2022 , respectively, and $ 1.7 million and $ 6.5 million for the nine months ended September 30, 2023 and 2022 , respectively were included in research and development expense in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock and Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Redeemable Convertible Preferred Stock and Stockholders' Equity | 8. Redeemable Convertible Preferred Stock and Stockholders’ Equity Redeemable Convertible Preferred Stock From October 2015 to October 2016, the Company issued a total of 11,250,000 shares of series A preferred stock (the “Series A Preferred Stock”) at CDN$ 1.00 per share (equivalent to $ 0.74 per share, based on a conversion ratio of 1.344 Canadian dollars to one U.S. dollar) for total net proceeds of CDN$ 10.9 million (equivalent to $ 8.1 million based on a conversion ratio of 1.344 Canadian dollars to one U.S. dollar). In October 2016, the Company issued a total of 16,285,156 shares of series B-1 preferred stock (the “Series B-1 Preferred Stock”) at $ 0.77 per share for total net proceeds of $ 12.3 million. In November 2018, the Company issued 25,065,538 shares of series B-2 preferred stock (the “Series B-2 Preferred Stock”, and together with the Series B-1 Preferred Stock, the “Series B Preferred Stock”) at $ 1.15 per share for total net proceeds of $ 28.9 million. The Company issued a total of 17,905,288 shares of series C preferred stock (the “Series C Preferred Stock”) at $ 2.35 per share in January 2019 for net proceeds of $ 41.8 million. The Company issued a total of 29,285,356 shares of series D preferred stock (the “Series D Preferred Stock”) at $ 2.73 per share in June 2021 for net proceeds of $ 79.8 million. In connection with the Company's IPO, all outstanding shares of the Company's redeemable convertible preferred stock automatically converted into 12,493,879 shares of common stock. Subsequent to the closing of the IPO, there were no shares of redeemable convertible preferred stock outstanding. Common Stock In connection with the closing of the IPO, the Company filed its Amended and Restated Certificate of Incorporation which provides that the authorized common stock of the Company is 490,000,000 shares of common stock with a par value of $ 0.001 per share. Shares of common stock reserved for future issuance, on an as-if-converted basis, consisted of the following: September 30, December 31, 2023 2022 Series A redeemable convertible preferred stock — 1,408,502 Series B-1 redeemable convertible preferred stock — 2,038,903 Series B-2 redeemable convertible preferred stock — 3,138,208 Series C redeemable convertible preferred stock — 2,241,740 Series D redeemable convertible preferred stock — 3,666,526 Common stock options outstanding 2,587,798 2,529,982 Shares available for issuance under the ESPP 222,287 — Shares available for issuance under the Plans 2,655,042 255,685 5,465,127 15,279,546 |
Equity Based Compensation
Equity Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Based Compensation | 9. Equity Based Compensation 2018 Equity Incentive Plan In December 2018, the Company adopted the 2018 Equity Incentive Plan (the “2018 Plan”) which provided for the Company to grant incentive stock options or nonqualified stock options for the purchase of common stock, or restricted shares, to employees, members of the board of directors and consultants of the Company. The Company assumed all of the outstanding options under the amended and restated Equity Incentive Plan of Turnstone Biologics Inc. dated October 1, 2016 (the “2016 Plan”) in connection with the corporate reorganization in December 2018. However, there were no changes to the terms of the options requiring modification accounting. All options granted under the 2018 Plan have an exercise price, a vesting period determine by the Company’s board of directors and ten-year term as determined and approved by the Company’s board of directors (the board of directors may delegate authority to one of the boards’ committees) at the time of grant. The terms and conditions of the restricted shares are determined by the board of directors at the grant date. The majority of grants outstanding were approved with a four-year vesting schedule with 25 % vesting after one year and the remainder vesting evenly over the remaining 36 months. Upon the effectiveness of the 2023 Plan defined and described below, no further grants will be made under the 2018 Plan. Any outstanding awards granted under these plans will remain subject to the terms of their 2016 and 2018 Plans, respectively, and applicable award agreements. 2023 Equity Incentive Plan In July 2023, the Company's board of directors and stockholders adopted the 2023 Equity Incentive Plan (the “2023 Plan” and together with the 2018 and 2016 Plans the "Plans") which became effective upon the date of the IPO. Under the 2023 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock awards, performance cash awards and other forms of stock awards to employees, directors and consultants. The maximum term of options granted under the 2023 Plan is ten years and, in general, the options granted under the 2023 Plan vest over a four-year period from the vesting commencement date. The 2023 Plan does not permit early exercises. The number of shares available for future issuance under the 2023 Plan is the sum of (1) 1,889,435 new shares, plus (2) 712,503 remaining shares of common stock reserved under the 2018 Plan that became available for issuance upon the effectiveness of the 2023 Plan, and (3) up to 120,949 Returning Shares (as defined in the 2023 Plan), as such shares become available from time to time. The number of shares of common stock reserved for issuance under the 2023 Plan will automatically increase on January 1 of each year, for a period of ten years , from January 1, 2024 continuing through January 1, 2033, by 5 % of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the Company’s board of directors. Following the effectiveness of the 2023 Plan, no further grants may be made under the 2018 Plan; however, any outstanding equity awards granted under the 2018 Plan will continue to be governed by the terms of the Plan. A summary of the stock option activity under the Plans is as follows: Number of Weighted- Weighted- Aggregate Outstanding — December 31, 2021 1,759,275 $ 7.26 7.2 $ 6,912 Options granted 903,843 $ 11.02 Options exercised ( 60,821 ) $ 2.49 Options canceled/forfeited ( 25,368 ) $ 8.29 Outstanding — September 30, 2022 2,576,929 $ 8.67 6.5 $ 6,462 Exercisable — September 30, 2022 1,237,658 $ 6.46 5.1 $ 5,836 Vested and expected to vest — September 30, 2022 2,576,929 $ 8.67 6.5 $ 6,462 Outstanding — December 31, 2022 2,529,982 $ 8.86 6.8 $ 5,886 Options granted 231,662 $ 15.12 Options exercised ( 23,455 ) $ 4.02 Options canceled/forfeited ( 150,391 ) $ 10.69 Outstanding — September 30, 2023 2,587,798 $ 9.35 6.5 $ 848 Exercisable — September 30, 2023 1,711,392 $ 7.99 5.4 $ 848 Vested and expected to vest — September 30, 2023 2,587,798 $ 9.35 6.5 $ 848 The fair value of each stock option granted to employees and directors was estimated on the date of grant using the Black-Scholes option-pricing model, with the following range of assumptions: Nine Months Ended September 30, 2023 2022 Risk-free interest rate 3.89 % - 4.59 % 1.48 % - 3.44 % Expected term (in years) 6.07 - 6.20 5.69 - 6.00 Dividend yield 0.0 % 0.0 % Volatility 85.8 % - 87.3 % 86.4 % - 87.2 % Exercise price of stock options granted $ 9.22 - $ 16.53 $ 10.94 - $ 11.18 The expense related to awards granted to employees and directors was $ 3.1 million and $ 3.2 million for the nine months ended September 30, 2023 and 2022, respectively. The weighted-average grant date Black Scholes fair market value of options granted to employees, directors and consultants during the nine months ended September 30, 2023 and 2022 was $ 11.27 per share and $ 7.97 per share, respectively. Stock-based compensation expense for all stock awards included in the Company’s statements of operations are as follows ( in thousands ): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Research and development $ 631 $ 561 $ 1,640 $ 1,624 General and administrative 433 $ 627 1,490 1,573 Total stock-based compensation $ 1,064 $ 1,188 $ 3,130 $ 3,197 As of September 30, 2023 , the Company had unrecognized stock-based compensation expense of $ 7.9 million, related to stock options, which is expected to be recognized over a weighted-average period of 2.5 years. Restricted Stock In December 2020, Langer received 725,920 shares as payment related to the Myst Merger Agreement. Of the total issued, the Company restricted 362,960 shares to vest over a four-year period in equal annual installments. As of September 30, 2023 , 181,480 shares remain unvested, and the Company had $ 1.1 million in unrecognized stock-based compensation expense related to unvested restricted stock which is expected to be recognized evenly over 1.2 years. 2023 Employee Stock Purchase Plan In July 2023, the Company adopted the Employee Stock Purchase Plan (the “ESPP”), which became effective with the IPO on July 25, 2023. The ESPP was adopted by the Company’s board of directors and stockholders in June 2023. The ESPP initially provides participating employees with the opportunity to purchase up to an aggregate of 222,287 shares of common stock. The number of shares of common stock reserved for issuance will automatically increase on January 1st of each calendar year for a period of up to ten years , commencing on January 1, 2024 and ending on (and including) January 1, 2033, in an amount equal to the lesser of (i) one percent ( 1 %) of the total number of shares of capital stock outstanding on the last day of the calendar month before the date of the automatic increase, and (ii) 666,680 shares of common stock. Notwithstanding the foregoing, the board may act prior to the first day of any calendar year to provide that there will be no January 1st increase in the share reserve for such calendar year or that the increase in the share reserve for such calendar year will be a lesser number of shares of common stock than would otherwise occur pursuant to the preceding sentence. As of September 30, 2023, there was no enrollment offered to the Company's employees. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 10. Income Taxes The Company did no t record federal income tax expense for the nine months ended September 30, 2023 and 2022 , respectively, as the Company expects to be in a cumulative taxable loss position in 2023 and 2022, and the net deferred tax assets are fully offset by a valuation allowance as it is not more likely than not that the benefit will be realized. The Company recorded a benefit (provision) for state income taxes of $ 0.1 million and $( 0.1 ) million for the nine months ended September 30, 2023 and 2022 , respectively. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | 11. Leases Operating Leases The Company leases office space for its corporate headquarters located in San Diego, California as well as in New York, New York and Ontario, Canada. Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. In calculating the present value of the lease payments, the Company has elected to utilize its incremental borrowing rate based on the original lease term and not the remaining lease term. The Company determines if an arrangement is a lease by considering whether there is an identified asset, and the contract conveys the right to control its use. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company’s lease terms may include options to extend or terminate a lease. If the lease includes non-lease components (i.e., common area maintenance) that are paid separately from rent based on actual costs incurred and therefore are not included in the right-of-use asset and lease liability but are reflected as an expense in the period incurred. In July 2018, the Company entered into a lease agreement for approximately 6,500 square feet of office space in New York, New York. The term of the lease is seven years and three months , starting November 1, 2018. The lease requires the Company to share in prorated expenses and property taxes based upon actual amounts incurred. The lease contains escalating rent clauses which require higher rent payments in future years. In September 2022, the Company made the decision to sublease this space and executed a sublease in November 2022 for the remaining term of the lease. Since the Company is still responsible for making the lease payments, there was no impact to the operating lease liability from the sublease. However, since the sublease payment does not cover the entire lease payment, the carrying value of the operating right of use asset was analyzed and determined to be impaired resulting in a $ 0.5 million reduction in the operating right of use asset in September 2022. In January 2019, the Company executed an agreement to lease approximately 6,000 square feet of laboratory space at Carleton University in Ontario, Canada. The initial term of the lease is three years and started in November 2019 at a rate of approximately $ 0.1 million per year. In November 2022, the lease was extended for a one year period. In August 2023, the Company terminated the lease. In May 2019, the Company entered into a noncancelable operating lease for approximately 9,423 square feet located at 12 York Street, Ontario, CA. The term of the lease is five years , starting December 1, 2019, and includes one renewal option for a period of five years . The lease requires the Company to share in prorated expenses and property taxes based upon actual amounts incurred. The lease contains escalating rent clauses which require higher rent payments in future years. In June 2021, the Company entered into a lease agreement for approximately 19,474 square feet of office and laboratory space in San Diego, California. The initial term of the lease is 38 months with one renewal option for a period of three years and commenced in March 2022 . The lease requires the Company to share in prorated expenses and property taxes based upon actual amounts incurred. The lease contains escalating rent clauses which require higher rent payments in future years. The Company recorded rent expense of $ 1.2 million and $ 1.8 million for the nine months ended September 30, 2023 and 2022 , respectively. The table below summarizes the Company’s total lease costs included in its unaudited condensed consolidated financial statements, as well as other required quantitative disclosures ( in thousands ). Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease cost $ 460 $ 628 $ 1,598 $ 1,499 Short-term lease costs — 6 1 255 Variable leases costs — 27 5 41 Sublease income ( 130 ) — ( 368 ) — Total lease cost $ 330 $ 661 $ 1,236 $ 1,795 The present value assumptions used in calculating the present value of the lease payments were as follows: Three Months Ended September 30, 2023 Weighted-average remaining lease term in years 1.9 Weighted-average discount rate 4.97 % The minimum aggregate future operating lease commitments at September 30, 2023 are as follows ( in thousands ): Minimum Lease Remainder of 2023 $ 507 2024 2,131 2025 1,110 2026 105 2027 — Total undiscounted lease payments $ 3,853 Less: imputed interest ( 174 ) Total operating lease liability 3,679 Less: current portion of operating lease liability ( 1,991 ) Operating lease liability, noncurrent $ 1,688 |
Net Earnings (Loss) per Share
Net Earnings (Loss) per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net earnings (loss) per share | 12. Net Earnings (Loss) per Share Basic and diluted net loss per share attributed to common stockholders is calculated by dividing net loss attributed to common stockholders by the weighted average number of common shares outstanding during the period, without consideration for common stock equivalents. The Company’s potentially dilutive shares, which include preferred stock, unvested RSAs and options to purchase common stock, are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. Potentially dilutive common shares have been excluded from the diluted net loss per common share computations in all periods presented because such securities have an anti-dilutive effect on net loss per common share due to the Company’s net loss. There are no reconciling items used to calculate the weighted-average number of total common shares outstanding for basic and diluted net loss per common share. The following outstanding potentially dilutive shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the nine months ended September 30, 2023: Restricted stock 181,480 Options to purchase common stock 2,587,798 Total 2,769,278 |
Legal Proceedings
Legal Proceedings | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | 13. Legal Proceedings The Company is not a party to any material legal matters or claims and does no t have contingency reserves established for any litigation liabilities as of the nine months ended September 30, 2023 and the year ended December 31, 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation of Unaudited Condensed Consolidated Financial Information | Basis of Presentation of Unaudited Condensed Consolidated Financial Information The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. However, such interim financial statements reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the Company’s financial position and results of operations. Results shown for interim periods are not necessarily indicative of the results that may be expected for the year ended December 31, 2023 or for any other period. The condensed consolidated balance sheet as of December 31, 2022 was derived from the audited consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, included in the Company’s final prospectus filed with the SEC pursuant to Rule 424(b)(4) on July 24, 2023. Certain prior period amounts reported in the Company’s unaudited condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period presentation. Any reference in these notes to applicable guidance is meant to refer to the authoritative accounting principles generally accepted in the United States as found in the Accounting Standard Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Significant Accounting Policies | Significant Accounting Policies The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements are consistent with those discussed in Note 2 to the audited consolidated financial statements included in the Company’s final prospectus filed with the SEC pursuant to Rule 424(b)(4) on July 24, 2023. |
Use of Estimates | Use of Estimates The preparation of these unaudited condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to accrued expenses, contingent liabilities, revenue recognition, the valuation of equity-based compensation, common stock, restricted common stock, and income taxes. The Company bases its estimates on various assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Restricted Cash and Investments | Restricted Cash and Investments Restricted cash consists of certificate of deposit accounts that are pledged as collateral for the Company’s San Diego facility lease as of September 30, 2023 and the San Diego and New York facility leases as of December 31, 2022 . Restricted cash was approximately $ 0.1 million and $ 0.4 million as of September 30, 2023 and December 31, 2022, respectively. The Company invests its excess cash in investment grade, short-term, fixed income securities and recognizes purchased securities on the settlement date. All investments have been classified as “available-for-sale” in the unaudited condensed consolidated balance sheets and are carried at estimated fair value based upon quoted market prices or pricing models for similar securities. Management determines the appropriate classification of its investments at the time of purchase and re-evaluates such designation as of each balance sheet date. The Company assesses its available-for-sale securities under the available-for-sale security impairment model in ASC 326 as of each reporting date in order to determine if a portion of any decline in fair value below carrying value is the result of a credit loss. The Company records credit losses in the unaudited condensed consolidated statements of operations and comprehensive loss as credit loss expense, which is limited to the difference between the fair value and the amortized cost of the security. To date, the Company has not recorded any credit losses on its available-for-sale securities. Declines in fair value below carrying value attributable to non-credit related factors are recorded as accumulated other comprehensive loss, which is a separate component of stockholders’ deficit. Realized gains and losses are reported in other income (expense), net. Interest on short-term investments is included in other income (expense), net. The Company’s investments are classified as current assets which reflects management’s intention to use the proceeds from sales of these securities to fund its operations, as necessary. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments and restricted cash. The Company’s investment policy restricts cash investments to high credit quality, investment grade investments. The Company’s investment policy provides guidelines and limits regarding investment type, concentration, credit quality, and maturity aimed at maintaining sufficient liquidity to satisfy operating and working capital requirements along with strategic initiatives, preserving capital, and minimizing risk of capital loss while generating returns on its investments. The Company is exposed to credit risk in the event of default by the issuer or the institutions holding the cash and cash equivalents to the extent of the amounts recorded on the balance sheets. The Company records accounts receivable amounts invoiced to a collaborator, for which the Company has an unconditional right to consideration. For amounts to which the Company has an unconditional right to consideration but has not yet invoiced the collaborator, the Company records unbilled accounts receivable. The Company estimates an allowance for credit losses based on the creditworthiness of its collaborator, current economic conditions and future economic conditions, as may be applicable. If a receivable is deemed to be uncollectible, the balance is charged against the allowance. As of September 30, 2023 and December 31, 2022 , the Company had an accounts receivable balance of $ 0.2 million and $ 8.7 million, respectively of which Takeda accounted for 100 %, and no allowance was recorded. Accounts receivable and unbilled accounts receivable are presented in accounts receivable, net on the unaudited condensed consolidated balance sheets. During the three and nine months ended September 30, 2023 and 2022 , the Company did no t recognize any charges for write-offs of accounts receivable. The Company has no off-balance sheet risk, such as foreign exchange contracts, option contracts or other foreign-hedging arrangements. |
Fair Value Measurements | 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 condensed consolidated financial statements on a recurring basis. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires that an entity maximize the use of observable inputs when estimating fair value. The fair value hierarchy includes the following three-level classification which is based on the market observability of the inputs used for estimating the fair value of the assets or liabilities being measured: Level 1 – Quoted market prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, 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 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that a market participant would use in pricing the asset or liability. Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized at fair value in the unaudited condensed consolidated financial statements on a recurring basis (at least annually). To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of employee, nonemployee and director services received in exchange for an award of equity instruments based on the fair value of the award on the date of grant and recognizes the related expense over the period during which the employee, nonemployee or director is required to provide service in exchange for the award on a straight-line basis. The Company estimates the fair value of options granted using the Black-Scholes option pricing model (“Black-Scholes”) and the fair value of common stock to determine the fair value of restricted stock. The determination of fair value for stock-based awards on the date of grant using an option-pricing model requires management to make certain assumptions regarding a number of variables. Upon adoption of ASU 2016-09, the Company can make an accounting policy election to either estimate the number of share-based awards that are expected to vest, or account for forfeitures when they occur. The Company elected to account for forfeitures when they occur. As such, the Company recognizes stock-based compensation expense, over the requisite service period, based on the vesting provisions of the individual grants. The Black-Scholes option pricing model requires inputs based on certain subjective assumptions, including (a) the expected stock price volatility, (b) the expected term of the award, (c) the risk-free interest rate and (d) expected dividend yields. Due to the lack of a public market for the Company’s common stock until July 21, 2023, and lack of company- specific historical and implied volatility data, the Company has based its computation of expected volatility on the average historical volatility of a representative group of public companies with similar characteristics to the Company, including stage of product development and life science industry focus. The historical volatility is calculated based on a period of time commensurate with the expected term. The Company uses the simplified method as prescribed by the U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 107, Share-Based Payment, to calculate the expected term for options granted to employees as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The expected term is applied to the stock option grant group as a whole, as the Company does not expect substantially different exercise or post-vesting termination behavior among its employee population. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected term of the stock options. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. |
Determination of Fair Value of Common Stock | Determination of Fair Value of Common Stock After the Company's IPO in July 2023, the fair value of common stock is determined using the closing price of the Company's common stock on the Nasdaq Global Select Market. Prior to the IPO, there were significant judgments and estimates inherent in the determination of the fair value of the Company’s common stock. These estimates and assumptions include a number of objective and subjective factors, including, among other things, external market conditions, the prices at which the Company sold shares of its convertible preferred stock, the superior rights and preferences of securities senior to its common stock at the time of, and the likelihood of, achieving a liquidity event, such as an initial public offering or sale of the Company. The approach to estimating the fair market value of common stock is consistent with the methods outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held Company Equity Securities Issued as Compensation (the “Practice Aid”). In valuing the Company’s common stock prior to the IPO, the equity value of the business was determined using the backsolve method, a form of the subject company transaction method, wherein the equity value for a privately held company is derived from a recent transaction in the company’s own securities. The value is then allocated using the hybrid method allocation methodology. For grants made prior to September 30, 2018, in accordance with the Practice Aid, the Company determined the option pricing method (“OPM”), was the most appropriate method for determining the fair value of the Company’s common stock based on its stage of development and other relevant factors. For grants made subsequent to September 30, 2018 but prior to the IPO, the Company used a hybrid method, which is a hybrid between the OPM and the probability-weighted expected return method (“PWERM”). The hybrid method is a combination of the PWERM and OPM. The OPM allocates the overall Company value to the various share classes based on differences in liquidation preferences, participation rights, dividend policy and conversion rights, using a series of call options. The call right is valued using a Black-Scholes option pricing model. The PWERM employs additional information not used in the OPM, including various market approach calculations depending upon the likelihood of various discrete future liquidity scenarios, such as an initial public offering or sale of the Company, as well as the probability of remaining a private company. In a hybrid method, various exit scenarios are analyzed. A discount for lack of marketability of the Company’s common stock was then applied to arrive at an indication of value for the common stock. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, including evaluating the impact of the overall micro- and macro-economic conditions on the carrying value of its long-lived assets, including property and equipment and operating lease assets. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the nine months ended September 30, 2023 and 2022, there was $ 0 and $ 0.5 million, respectively, recorded in impairment losses recognized for long-lived assets related to the sub-lease of the Company’s New York office ( See Note 11—Leases for additional information). |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock The Company records all proceeds from redeemable convertible preferred stock (“Preferred Stock”) net of issuance costs. The Company classifies Preferred Stock outside of stockholders’ equity (deficit) due to certain events that are outside of the Company’s control, including sale or transfer of control of the Company, or redemption upon the election of the required majority of the Preferred Stockholders any time after June 29, 2026, as holders of the Preferred Stock could cause redemption of the shares in these situations. The Company adjusts the carrying values of the Preferred Stock to the ultimate redemption values over the period from issuance to the earliest redemption date. Upon the closing of the IPO, all of the outstanding shares of Preferred Stock automatically converted into shares of common stock in a 1-for- 7.9872 reverse stock split. |
Deferred Offering Costs | Deferred Offering Costs The Company had deferred offering costs, related to its recently completed IPO, consisting of legal, accounting and other fees and costs directly attributable to the Company’s IPO and are included with other assets, noncurrent in the unaudited condensed consolidated balance sheets. The deferred offering costs were offset against the proceeds received upon the completion of the IPO. As such, there were no deferred offering costs as of September 30, 2023. As of December 31, 2022 , the Company recorded $ 1.9 million of deferred offering costs. |
Contingent Consideration | Contingent Consideration Consideration paid related to the Myst Merger Agreement (as defined below) may include potential future payments that are contingent upon the Company achieving certain milestones in the future. Contingent consideration liabilities are measured at their estimated fair value as of the date of the unaudited condensed consolidated balance sheets using a probability-based income approach based on the monetary value of the milestone payment discounted for the likelihood of achieving the milestone and a present value factor based on the timing of when the milestone is expected to be achieved. Contingent consideration liabilities expected to be settled within 12 months after the balance sheet date are presented in current liabilities, with the non-current portion recorded under other liabilities, non-current in the unaudited condensed consolidated balance sheets. Changes in the fair value of the contingent consideration are recorded as research and development expenses in the unaudited condensed consolidated statement of operations and comprehensive loss. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments, which has been subsequently amended by ASU No. 2018-19, ASU No. 2019-04, ASU No. 2019-05, ASU No. 2019-10, ASU No. 2019-11 and ASU No. 2021-03 (“ASU 2016-13”). The provisions of ASU 2016-13 modify the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology and require a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 was effective for the Company on January 1, 2023 . The adoption did not have a material impact on the unaudited condensed consolidated financial statements. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which reduces the number of accounting models for convertible debt instruments and convertible preferred stock as well as amends the derivatives scope exception for contracts in an entity’s own equity. ASU 2020-06 is effective for the Company on January 1, 2024, with early adoption permitted. The Company is currently evaluating the potential impact that this standard may have on its unaudited condensed consolidated financial statements and related disclosures. |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured on Recurring Basis at Fair Value | The following tables represent a summary of the financial assets and liabilities that are measured on a recurring basis at fair value (in thousands) : September 30, 2023 Level 1 Level 2 Level 3 Fair Value Financial assets: Money market funds $ 27,934 $ — $ — $ 27,934 Restricted cash (1) 116 — — 116 U.S. government and agency securities (2) 77,299 — — 77,299 Total financial assets $ 105,349 $ — $ — $ 105,349 Financial liabilities: Contingent consideration (3) $ — $ — $ 2,557 $ 2,557 Total financial liabilities $ — $ — $ 2,557 $ 2,557 December 31, 2022 Level 1 Level 2 Level 3 Fair Value Financial assets: Money market funds $ 9,238 $ — $ — $ 9,238 Restricted cash (1) 382 — — 382 U.S. government and agency securities (2) 30,649 16,681 — 47,330 Total financial assets $ 40,269 $ 16,681 $ — $ 56,950 Financial liabilities: Contingent consideration (3) $ — $ — $ 5,994 $ 5,994 Total financial liabilities $ — $ — $ 5,994 $ 5,994 (1) Restricted cash serves as deposits for the Company’s San Diego office lease as of September 30, 2023 and New York and San Diego office leases as of December 31, 2022. (2) Included in short-term investments on the unaudited condensed consolidated balance sheets and are classified as available-for sale debt securities. (3) Contingent consideration related to the Myst Merger Agreement. |
Schedule of Unobservable Input of Contingent Consideration Valuation | The following significant unobservable inputs were used in the valuation of the contingent consideration payable to the sole common stockholder of Myst pursuant to the Myst Merger Agreement: Fair Value as of Contingent Consideration Liability September 30, 2023 Valuation Technique Unobservable Input Range (in thousands) Milestone payments $ 2,557 Discounted cash flow Likelihood of occurrence 20 % Discount rate 22 % Expected term (in years) 2.25 Fair Value as of Contingent Consideration Liability December 31, 2022 Valuation Technique Unobservable Input Range (in thousands) Milestone payments $ 5,994 Discounted cash flow Likelihood of occurrence 20 % - 100 % Discount rate 22 % Expected term (in years) 0.25 - 2.75 |
Schedule of Company's Contingent Consideration Measured at Fair Value Level 3 | The following table reflects the activity for the Company’s contingent consideration, measured at fair value using Level 3 inputs ( in thousands ): Contingent consideration at December 31, 2022 $ 5,994 Changes in the fair value of contingent consideration 1,750 Cash payment of Myst milestone ( 2,375 ) Equity issuance related to milestone achievement ( 2,812 ) Contingent consideration at September 30, 2023 2,557 |
Schedule of Company's Cash, Cash Equivalents and Available-for-Sale Securities | The following tables show the Company’s cash, cash equivalents and available-for-sale securities by significant investment category (in thousands ): September 30, 2023 Amortized Gross Gross Estimated Level 1: Money market funds $ 27,934 $ — $ — $ 27,934 Restricted cash 116 — — 116 U.S. government securities 77,316 4 ( 21 ) 77,299 Total financial assets $ 105,366 $ 4 $ ( 21 ) $ 105,349 Classified as: Cash and cash equivalents $ 34,904 Restricted cash 116 Short-term investments 70,329 $ 105,349 December 31, 2022 Amortized Gross Gross Estimated Level 1: Money market funds $ 9,238 $ — $ — $ 9,238 Restricted cash 382 — — 382 U.S. government securities 30,761 — ( 112 ) 30,649 Level 2: U.S. agency securities 16,759 — ( 78 ) 16,681 Total financial assets $ 57,140 $ — $ ( 190 ) $ 56,950 Classified as: Cash and cash equivalents $ 9,238 Restricted cash 382 Short-term investments 47,330 $ 56,950 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment Net | Property and equipment, net consist of the following ( in thousands ): September 30, December 31, 2023 2022 Computer equipment and software $ 376 $ 376 Laboratory equipment 12,091 12,901 Furniture 690 758 Leasehold improvements 1,308 1,308 14,465 15,343 Less accumulated depreciation and amortization ( 6,407 ) ( 5,619 ) Total property and equipment, net $ 8,058 $ 9,724 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Schedule of Accrued Liabilities and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): September 30, December 31, 2023 2022 Research and development expense $ 4,746 $ 6,688 Professional and consulting expense 959 1,170 Compensation 2,872 2,366 Contingent consideration, current — 3,791 Other current liabilities 130 272 Total accrued expenses and other current liabilities $ 8,707 $ 14,287 |
Agreements (Tables)
Agreements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Collaborative Arrangement Disclosure [Abstract] | |
Schedule Of Transaction Price Allocated To Programs Performance Obligation | The Company determined that the notice of termination on June 13, 2022, represented a modification of the arrangement under ASC 606 and that the transaction price should be updated and re-allocated to the Development Program Performance Obligation and the Discovery Program Performance Obligation based on their standalone selling prices, as follows: Performance Obligations Price Pre- Price at Development Program $ 166.3 million $ 134.3 million Discovery Program $ 26.3 million $ 21.2 million Total $ 192.6 million $ 155.5 million |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock and Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Summary of shares of common stock reserved for future issuance | Shares of common stock reserved for future issuance, on an as-if-converted basis, consisted of the following: September 30, December 31, 2023 2022 Series A redeemable convertible preferred stock — 1,408,502 Series B-1 redeemable convertible preferred stock — 2,038,903 Series B-2 redeemable convertible preferred stock — 3,138,208 Series C redeemable convertible preferred stock — 2,241,740 Series D redeemable convertible preferred stock — 3,666,526 Common stock options outstanding 2,587,798 2,529,982 Shares available for issuance under the ESPP 222,287 — Shares available for issuance under the Plans 2,655,042 255,685 5,465,127 15,279,546 |
Equity Based Compensation (Tabl
Equity Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock option plan activity | A summary of the stock option activity under the Plans is as follows: Number of Weighted- Weighted- Aggregate Outstanding — December 31, 2021 1,759,275 $ 7.26 7.2 $ 6,912 Options granted 903,843 $ 11.02 Options exercised ( 60,821 ) $ 2.49 Options canceled/forfeited ( 25,368 ) $ 8.29 Outstanding — September 30, 2022 2,576,929 $ 8.67 6.5 $ 6,462 Exercisable — September 30, 2022 1,237,658 $ 6.46 5.1 $ 5,836 Vested and expected to vest — September 30, 2022 2,576,929 $ 8.67 6.5 $ 6,462 Outstanding — December 31, 2022 2,529,982 $ 8.86 6.8 $ 5,886 Options granted 231,662 $ 15.12 Options exercised ( 23,455 ) $ 4.02 Options canceled/forfeited ( 150,391 ) $ 10.69 Outstanding — September 30, 2023 2,587,798 $ 9.35 6.5 $ 848 Exercisable — September 30, 2023 1,711,392 $ 7.99 5.4 $ 848 Vested and expected to vest — September 30, 2023 2,587,798 $ 9.35 6.5 $ 848 |
Schedule of fair value assumption of stock option activity | The fair value of each stock option granted to employees and directors was estimated on the date of grant using the Black-Scholes option-pricing model, with the following range of assumptions: Nine Months Ended September 30, 2023 2022 Risk-free interest rate 3.89 % - 4.59 % 1.48 % - 3.44 % Expected term (in years) 6.07 - 6.20 5.69 - 6.00 Dividend yield 0.0 % 0.0 % Volatility 85.8 % - 87.3 % 86.4 % - 87.2 % Exercise price of stock options granted $ 9.22 - $ 16.53 $ 10.94 - $ 11.18 |
Schedule of stock based compensation for stock awards | Stock-based compensation expense for all stock awards included in the Company’s statements of operations are as follows ( in thousands ): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Research and development $ 631 $ 561 $ 1,640 $ 1,624 General and administrative 433 $ 627 1,490 1,573 Total stock-based compensation $ 1,064 $ 1,188 $ 3,130 $ 3,197 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of information about lease costs | The table below summarizes the Company’s total lease costs included in its unaudited condensed consolidated financial statements, as well as other required quantitative disclosures ( in thousands ). Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease cost $ 460 $ 628 $ 1,598 $ 1,499 Short-term lease costs — 6 1 255 Variable leases costs — 27 5 41 Sublease income ( 130 ) — ( 368 ) — Total lease cost $ 330 $ 661 $ 1,236 $ 1,795 |
Schedule of present value of operating lease payments | The present value assumptions used in calculating the present value of the lease payments were as follows: Three Months Ended September 30, 2023 Weighted-average remaining lease term in years 1.9 Weighted-average discount rate 4.97 % |
Schedule of minimum aggregate future operating lease commitments | The minimum aggregate future operating lease commitments at September 30, 2023 are as follows ( in thousands ): Minimum Lease Remainder of 2023 $ 507 2024 2,131 2025 1,110 2026 105 2027 — Total undiscounted lease payments $ 3,853 Less: imputed interest ( 174 ) Total operating lease liability 3,679 Less: current portion of operating lease liability ( 1,991 ) Operating lease liability, noncurrent $ 1,688 |
Net Earnings (Loss) per Share (
Net Earnings (Loss) per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of dilutive securities excluded from computation of diluted net loss per share | The following outstanding potentially dilutive shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the nine months ended September 30, 2023: Restricted stock 181,480 Options to purchase common stock 2,587,798 Total 2,769,278 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||
Aug. 15, 2023 | Jul. 25, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Business Description And Basis Of Presentation [Line Items] | |||||||||||
Description of the reverse stock split arrangement | 1-for-7.9872 | ||||||||||
Number of new stock issued during the period | 651,608 | ||||||||||
Shares issued, price per share | $ 12 | ||||||||||
Cash received on stock transaction after deduction of issuance costs | $ 7,300 | ||||||||||
Underwriting discounts and commissions | $ 500 | ||||||||||
Shares authorized | 500,000,000 | ||||||||||
Common stock, shares authorized | 490,000,000 | 490,000,000 | 490,000,000 | 147,892,358 | |||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Net income (loss) | $ 17,319 | $ 21,499 | $ (68) | $ 16,151 | $ (11,600) | $ 12,616 | $ 38,750 | $ 17,167 | |||
Accumulated deficit | 160,308 | 160,308 | $ 121,558 | ||||||||
Cash, cash equivalents, and short-term investments | $ 109,100 | $ 109,100 | |||||||||
IPO [Member] | |||||||||||
Business Description And Basis Of Presentation [Line Items] | |||||||||||
Number of new stock issued during the period | 6,666,667 | ||||||||||
Shares issued, price per share | $ 12 | ||||||||||
Cash received on stock transaction after deduction of issuance costs | $ 68,700 | ||||||||||
Underwriting discounts and commissions | 5,600 | ||||||||||
Other offering expenses | $ 5,700 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||||
Jul. 25, 2023 | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Significant Accounting Policies [Line Items] | ||||||
Restricted cash | $ 100,000 | $ 100,000 | $ 400,000 | |||
Impairment losses | 0 | $ 500,000 | ||||
Stock split, conversion ratio | 0.1252 | |||||
Description of the reverse stock split arrangement | 1-for-7.9872 | |||||
Deferred offering costs | $ 0 | $ 0 | 1,900,000 | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | true | ||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2023 | Jan. 01, 2023 | ||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | true | ||||
Change in Accounting Principle, Accounting Standards Update, Transition Option Elected [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate201613Member | |||||
Credit Concentration Risk [Member] | Accounts Receivable [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Accounts receivable | $ 200,000 | $ 200,000 | 8,700,000 | |||
Allowance for doubtful accounts receivable | 0 | $ 0 | $ 0 | |||
Concentration risk, percentage | 100% | |||||
Accounts receivable write-off | $ 0 | $ 0 | $ 0 | $ 0 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Schedule of financial assets and liabilities measured on recurring basis at fair value (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Financial assets: | ||
Total financial assets | $ 105,349 | $ 56,950 |
Contingent consideration [Member] | ||
Financial liabilities: | ||
Total financial liabilities | 2,557 | 5,994 |
Fair value recurring basis [Member] | ||
Financial assets: | ||
Money market funds | 27,934 | 9,238 |
Restricted cash | 116 | 382 |
U.S. government and agency securities | 77,299 | 47,330 |
Total financial assets | 105,349 | 56,950 |
Financial liabilities: | ||
Total financial liabilities | 2,557 | 5,994 |
Fair value recurring basis [Member] | Contingent consideration [Member] | ||
Financial liabilities: | ||
Contingent consideration | 2,557 | 5,994 |
Fair value recurring basis [Member] | Level 1 [Member] | ||
Financial assets: | ||
Money market funds | 27,934 | 9,238 |
Restricted cash | 116 | 382 |
U.S. government and agency securities | 77,299 | 30,649 |
Total financial assets | 105,349 | 40,269 |
Fair value recurring basis [Member] | Level 2 [Member] | ||
Financial assets: | ||
U.S. government and agency securities | 16,681 | |
Total financial assets | 16,681 | |
Fair value recurring basis [Member] | Level 3 [Member] | ||
Financial liabilities: | ||
Total financial liabilities | 2,557 | 5,994 |
Fair value recurring basis [Member] | Level 3 [Member] | Contingent consideration [Member] | ||
Financial liabilities: | ||
Contingent consideration | $ 2,557 | $ 5,994 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Schedule of unobservable input of contingent consideration valuation (Detail) - Contingent consideration [Member] $ in Thousands | Sep. 30, 2023 USD ($) yr | Dec. 31, 2022 USD ($) yr |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of financial liabilities | $ | $ 2,557 | $ 5,994 |
Measurement input likelihood of occurrence [Member] | Valuation technique discounted cash flow [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration input range | 20 | |
Measurement input likelihood of occurrence [Member] | Valuation technique discounted cash flow [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration input range | 20 | |
Measurement input likelihood of occurrence [Member] | Valuation technique discounted cash flow [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration input range | 100 | |
Measurement input discount rate [Member] | Valuation technique discounted cash flow [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration input range | 22 | 22 |
Measurement input expected term [Member] | Valuation technique discounted cash flow [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration input range | 2.25 | |
Measurement input expected term [Member] | Valuation technique discounted cash flow [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration input range | 0.25 | |
Measurement input expected term [Member] | Valuation technique discounted cash flow [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration input range | 2.75 |
Fair Value of Financial Asset_5
Fair Value of Financial Assets and Liabilities - Schedule of company's contingent consideration measured at fair value level 3 (Detail) - Contingent consideration [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 5,994 |
Changes in the fair value of contingent consideration | 1,750 |
Cash payment of Myst milestone | (2,375) |
Equity issuance related to milestone achievement | (2,812) |
Ending balance | $ 2,557 |
Fair Value of Financial Asset_6
Fair Value of Financial Assets and Liabilities - Schedule of company's cash, cash equivalents and available-for-sale securities (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Line Items] | ||
Amortized cost | $ 105,366 | $ 57,140 |
Gross unrealized gains | 4 | |
Gross unrealized losses | (21) | (190) |
Estimated fair value | 105,349 | 56,950 |
Money market funds [Member] | Level 1 [Member] | ||
Fair Value Disclosures [Line Items] | ||
Amortized cost | 27,934 | 9,238 |
Estimated fair value | 27,934 | 9,238 |
Restricted cash [Member] | ||
Fair Value Disclosures [Line Items] | ||
Estimated fair value | 116 | 382 |
Restricted cash [Member] | Level 1 [Member] | ||
Fair Value Disclosures [Line Items] | ||
Amortized cost | 116 | 382 |
Estimated fair value | 116 | 382 |
U.S. government and agency securities [Member] | Level 1 [Member] | ||
Fair Value Disclosures [Line Items] | ||
Amortized cost | 77,316 | 30,761 |
Gross unrealized gains | 4 | |
Gross unrealized losses | (21) | (112) |
Estimated fair value | 77,299 | 30,649 |
U.S. government and agency securities [Member] | Level 2 [Member] | ||
Fair Value Disclosures [Line Items] | ||
Amortized cost | 16,759 | |
Gross unrealized losses | (78) | |
Estimated fair value | 16,681 | |
Cash and cash equivalents [Member] | ||
Fair Value Disclosures [Line Items] | ||
Estimated fair value | 34,904 | 9,238 |
Short-term investments [Member] | ||
Fair Value Disclosures [Line Items] | ||
Estimated fair value | $ 70,329 | $ 47,330 |
Fair Value of Financial Asset_7
Fair Value of Financial Assets and Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Fair Value Disclosures [Line Items] | |||||
Unpaid liability on milestone acheivement | $ 2,200 | ||||
Short-term investments [Member] | |||||
Fair Value Disclosures [Line Items] | |||||
Asset impairment charges | $ 0 | $ 0 | $ 0 | $ 0 | |
Myst [Member] | |||||
Fair Value Disclosures [Line Items] | |||||
Contingent consideration liability | $ 2,600 | $ 2,600 | $ 6,000 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net Consist (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Computer equipment and software | $ 376 | $ 376 |
Laboratory equipment | 12,091 | 12,901 |
Furniture | 690 | 758 |
Leasehold improvements | 1,308 | 1,308 |
Property plant and equipment gross | 14,465 | 15,343 |
Less accumulated depreciation and amortization | (6,407) | (5,619) |
Total property and equipment, net | $ 8,058 | $ 9,724 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Property and equipment depreciation and amortization expense | $ 700 | $ 1,100 | $ 2,139 | $ 2,716 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Liabilities and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Research and development expense | $ 4,746 | $ 6,688 |
Professional and consulting expense | 959 | 1,170 |
Compensation | 2,872 | 2,366 |
Contingent consideration, current | 3,791 | |
Other current liabilities | 130 | 272 |
Total accrued expenses and other current liabilities | $ 8,707 | $ 14,287 |
Agreements - Schedule Of Transa
Agreements - Schedule Of Transaction Price Allocated To Programs Performance Obligation (Detail) $ in Millions | Jun. 30, 2022 USD ($) |
Price Pre-Modification [Member] | |
Schedule Of Transaction Price Allocatied To Programs Performance Obligation [Line Items] | |
Performance Obligations | $ 192.6 |
Price at Modification [Member] | |
Schedule Of Transaction Price Allocatied To Programs Performance Obligation [Line Items] | |
Performance Obligations | 155.5 |
Development Program [Member] | Price Pre-Modification [Member] | |
Schedule Of Transaction Price Allocatied To Programs Performance Obligation [Line Items] | |
Performance Obligations | 166.3 |
Development Program [Member] | Price at Modification [Member] | |
Schedule Of Transaction Price Allocatied To Programs Performance Obligation [Line Items] | |
Performance Obligations | 134.3 |
Discovery Program [Member] | Price Pre-Modification [Member] | |
Schedule Of Transaction Price Allocatied To Programs Performance Obligation [Line Items] | |
Performance Obligations | 26.3 |
Discovery Program [Member] | Price at Modification [Member] | |
Schedule Of Transaction Price Allocatied To Programs Performance Obligation [Line Items] | |
Performance Obligations | $ 21.2 |
Agreements - Additional Informa
Agreements - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||||
Aug. 15, 2023 | Feb. 27, 2023 | Jun. 01, 2022 | Apr. 30, 2020 | Nov. 30, 2019 | Apr. 30, 2020 | Nov. 30, 2019 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Inflow From Issuance Of Intangible Asset | ||||||||||||||
Additional revenue recognized on change in contract modification | $ 10,220 | $ 19,306 | $ 62,853 | |||||||||||
Number of new stock issued during the period | 651,608 | |||||||||||||
Takeda Agreement [Member] | ||||||||||||||
Inflow From Issuance Of Intangible Asset | ||||||||||||||
Percentage of share of operating profit or loss | 30% | |||||||||||||
Performance Obligations | $ 158,600 | $ 158,600 | $ 192,600 | |||||||||||
Additional revenue recognized on change in contract modification | $ 31,600 | |||||||||||||
Deferred revenue | $ 0 | 0 | $ 19,300 | |||||||||||
Revenue from collaborative arrangement | 0 | $ 10,200 | 19,300 | $ 62,900 | ||||||||||
Collaborative arrangement additional consideration receivable for license option | 15,000 | 15,000 | ||||||||||||
Revenue, performance obligation fixed aggregate consideration | 80,000 | 80,000 | ||||||||||||
Revenue, performance obligation fixed consideration Non refundable upfront payment received | 50,000 | |||||||||||||
Revenue, performance obligation fixed consideration Non refundable payment received | $ 30,000 | |||||||||||||
Estimated compensation earning from project expense sharing | 58,600 | 58,600 | $ 92,600 | |||||||||||
Takeda Agreement [Member] | Development Program [Member] | ||||||||||||||
Inflow From Issuance Of Intangible Asset | ||||||||||||||
Receivables related to reimbursable costs | $ 200 | $ 200 | $ 8,700 | |||||||||||
Takeda Agreement [Member] | Development Program [Member] | First Milestone Payment [Member] | ||||||||||||||
Inflow From Issuance Of Intangible Asset | ||||||||||||||
Milestone payment receivable | 20,000 | 20,000 | ||||||||||||
Performance Obligations | 20,000 | 20,000 | ||||||||||||
Takeda Agreement [Member] | Development Program [Member] | Second Milestone Payment [Member] | ||||||||||||||
Inflow From Issuance Of Intangible Asset | ||||||||||||||
Milestone payment receivable | 15,000 | 15,000 | ||||||||||||
Takeda Agreement [Member] | Development Program [Member] | Third Milestone Payment [Member] | ||||||||||||||
Inflow From Issuance Of Intangible Asset | ||||||||||||||
Milestone payment receivable | 15,000 | 15,000 | ||||||||||||
Takeda Agreement [Member] | Discovery Program [Member] | ||||||||||||||
Inflow From Issuance Of Intangible Asset | ||||||||||||||
Equity purchase commitments by counter party | 20,000 | 20,000 | ||||||||||||
Takeda Pharmaceutical Company Limited [Member] | Takeda Agreement [Member] | ||||||||||||||
Inflow From Issuance Of Intangible Asset | ||||||||||||||
Inflow From Issuance Of Intangible Asset | $ 30,000 | $ 50,000 | ||||||||||||
Percentage of share of operating profit or loss | 70% | |||||||||||||
Collaborative arrangement additional consideration receivable | $ 15,000 | $ 15,000 | ||||||||||||
Takeda Pharmaceutical Company Limited [Member] | Takeda Agreement [Member] | Clinical and Regulatory Milestones On Development Program [Member] | ||||||||||||||
Inflow From Issuance Of Intangible Asset | ||||||||||||||
Milestone payment receivable | $ 200,000 | 200,000 | ||||||||||||
Takeda Pharmaceutical Company Limited [Member] | Takeda Agreement [Member] | Sales Milestones On Development Program [Member] | ||||||||||||||
Inflow From Issuance Of Intangible Asset | ||||||||||||||
Milestone payment receivable | 150,000 | 150,000 | ||||||||||||
Takeda Pharmaceutical Company Limited [Member] | Takeda Agreement [Member] | Clinical and Regulatory Milestones on Licensed Discovery Product [Member] | ||||||||||||||
Inflow From Issuance Of Intangible Asset | ||||||||||||||
Milestone payment receivable | 240,000 | 240,000 | ||||||||||||
Takeda Pharmaceutical Company Limited [Member] | Takeda Agreement [Member] | Sales Milestones on Licensed Discovery Product [Member] | ||||||||||||||
Inflow From Issuance Of Intangible Asset | ||||||||||||||
Milestone payment receivable | $ 300,000 | $ 300,000 | ||||||||||||
H. Lee Moffitt Cancer Center [Member] | Alliance Agreement [Member] | ||||||||||||||
Inflow From Issuance Of Intangible Asset | ||||||||||||||
Research development and manufacturing services aggregate annual amount | $ 3,500 | |||||||||||||
Collaborative arrangement aggregate consideration payable | $ 17,500 | |||||||||||||
Number of new stock issued during the period | 91,721 | |||||||||||||
H. Lee Moffitt Cancer Center [Member] | Alliance Agreement [Member] | Performance Shares [Member] | ||||||||||||||
Inflow From Issuance Of Intangible Asset | ||||||||||||||
Number of new stock issued during the period | 91,721 | |||||||||||||
Number of non-vested equity-based payment instruments | 366,884 | |||||||||||||
H. Lee Moffitt Cancer Center [Member] | Alliance Agreement [Member] | Sales Based Milestones [Member] | ||||||||||||||
Inflow From Issuance Of Intangible Asset | ||||||||||||||
Other commitment | $ 50,000 |
Asset Acquisition - Additional
Asset Acquisition - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Sep. 30, 2023 | Sep. 11, 2023 | Jun. 14, 2022 | Jun. 08, 2022 | Dec. 15, 2020 | Jan. 31, 2023 | Jul. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2020 | Jul. 25, 2023 | Jan. 10, 2023 | Jul. 28, 2022 | Jul. 25, 2022 | May 31, 2022 | |
Asset Acquisition [Line Items] | |||||||||||||||||
Payment for contingent consideration liability | $ 898 | $ 2,813 | |||||||||||||||
Third Milestone Payment [Member] | |||||||||||||||||
Asset Acquisition [Line Items] | |||||||||||||||||
Contingent consideration payable | $ 20,000 | ||||||||||||||||
Langer [Member] | Initial Milestone Payment [Member] | |||||||||||||||||
Asset Acquisition [Line Items] | |||||||||||||||||
Contingent consideration payable by shares | $ 2,800 | $ 2,800 | 2,800 | ||||||||||||||
Stock issued during the period for milestone payments shares | 249,992 | ||||||||||||||||
Langer [Member] | Second Milestone Payment [Member] | |||||||||||||||||
Asset Acquisition [Line Items] | |||||||||||||||||
Contingent consideration payable | $ 9,400 | ||||||||||||||||
Contingent consideration payable by shares | $ 5,000 | ||||||||||||||||
Contingent consideration payable by cash | $ 2,200 | $ 2,200 | |||||||||||||||
Stock issued during the period for milestone payments shares | 212,203 | ||||||||||||||||
Stock issued during the period for milestone payments value | $ 5,000 | ||||||||||||||||
Payment for contingent consideration liability | $ 2,200 | 2,200 | |||||||||||||||
Myst Holders [Member] | Initial Milestone Payment [Member] | |||||||||||||||||
Asset Acquisition [Line Items] | |||||||||||||||||
Contingent consideration payable | $ 3,000 | ||||||||||||||||
Myst Holders [Member] | Second Milestone Payment [Member] | |||||||||||||||||
Asset Acquisition [Line Items] | |||||||||||||||||
Contingent consideration payable | 10,000 | $ 10,000 | |||||||||||||||
Contingent consideration payable by shares | 5,000 | ||||||||||||||||
Contingent consideration payable by cash | $ 5,000 | ||||||||||||||||
Payment for contingent consideration liability | 2,800 | ||||||||||||||||
Remaining Myst Holders [Member] | Initial Milestone Payment [Member] | |||||||||||||||||
Asset Acquisition [Line Items] | |||||||||||||||||
Contingent consideration payable by cash | $ 200 | 200 | 200 | ||||||||||||||
Remaining Myst Holders [Member] | Second Milestone Payment [Member] | |||||||||||||||||
Asset Acquisition [Line Items] | |||||||||||||||||
Contingent consideration payable by cash | $ 600 | ||||||||||||||||
Payment for contingent consideration liability | $ 600 | ||||||||||||||||
Myst Merger Agreement [Member] | |||||||||||||||||
Asset Acquisition [Line Items] | |||||||||||||||||
Payments to acquire productive assets | $ 1,000 | 9,000 | |||||||||||||||
Research and development contract obligation assumed | 1,500 | ||||||||||||||||
Commitment to spend for cell therapy infrastructure and continued research and development | 30,000 | ||||||||||||||||
Research and development asset acquired other than through business combination, write-off | $ 19,400 | ||||||||||||||||
Asset acquisition contingent consideration arrangements change in amount of contingent consideration, liability | $ 800 | $ 0 | $ 1,700 | $ 6,500 | |||||||||||||
Myst Merger Agreement [Member] | Initial Milestone Payment [Member] | |||||||||||||||||
Asset Acquisition [Line Items] | |||||||||||||||||
Contingent consideration, liability | $ 3,000 | ||||||||||||||||
Myst Merger Agreement [Member] | Second Milestone Payment [Member] | |||||||||||||||||
Asset Acquisition [Line Items] | |||||||||||||||||
Contingent consideration payable | $ 10,000 | ||||||||||||||||
Myst Merger Agreement [Member] | Langer [Member] | |||||||||||||||||
Asset Acquisition [Line Items] | |||||||||||||||||
Asset acquisition, consideration transferred, equity interest issued and issuable shares | 725,920 | ||||||||||||||||
Asset acquisition consideration transferred equity interest issued shares | 362,960 | ||||||||||||||||
Asset acquisition consideration transferred equity interest issuable shares | 362,960 | ||||||||||||||||
Myst Merger Agreement [Member] | Langer [Member] | Restricted Stock [Member] | |||||||||||||||||
Asset Acquisition [Line Items] | |||||||||||||||||
Percentage of vesting of award under share-based payment arrangement | 25% | ||||||||||||||||
Number of equity-based payment instruments vested during the period | 181,480 | ||||||||||||||||
Number of non-vested equity-based payment instruments | 181,480 | 181,480 | 181,480 | ||||||||||||||
Award vesting period | 1 year 2 months 12 days |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock and Stockholders' Equity - Additional Information (Detail) $ / shares in Units, $ / shares in Units, $ in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 13 Months Ended | ||||||||
Jun. 30, 2021 USD ($) $ / shares shares | Jan. 31, 2019 USD ($) $ / shares shares | Nov. 30, 2018 USD ($) $ / shares shares | Oct. 31, 2016 USD ($) $ / shares shares | Sep. 30, 2023 $ / shares shares | Sep. 30, 2023 $ / shares shares | Oct. 31, 2016 USD ($) $ / shares shares | Oct. 31, 2016 CAD ($) shares | Aug. 15, 2023 $ / shares | Jul. 25, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Oct. 31, 2016 $ / shares | |
Class of Stock [Line Items] | ||||||||||||
Shares issued, price per share | $ / shares | $ 12 | |||||||||||
Common stock, par or stated value per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Common stock, shares authorized | 490,000,000 | 490,000,000 | 490,000,000 | 147,892,358 | ||||||||
Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Conversion of redeemable convertible preferred stock into common stock | 12,493,879 | 12,493,879 | ||||||||||
Series A Redeemable Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of stock classified as temporary equity issued during the period | 11,250,000 | 11,250,000 | ||||||||||
Shares issued, price per share | (per share) | $ 0.74 | $ 0.74 | $ 1 | |||||||||
Foreign exchange rate | 1.344 | 1.344 | 1.344 | |||||||||
Value of new stock classified as temporary equity issued during the period | $ 8.1 | $ 10.9 | ||||||||||
Series B1 Redeemable Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of stock classified as temporary equity issued during the period | 16,285,156 | |||||||||||
Shares issued, price per share | $ / shares | $ 0.77 | $ 0.77 | ||||||||||
Proceeds from Issuance of redeemable convertible preferred stock | $ | $ 12.3 | |||||||||||
Series B2 Redeemable Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of stock classified as temporary equity issued during the period | 25,065,538 | |||||||||||
Shares issued, price per share | $ / shares | $ 1.15 | |||||||||||
Proceeds from Issuance of redeemable convertible preferred stock | $ | $ 28.9 | |||||||||||
Series C Redeemable Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of stock classified as temporary equity issued during the period | 17,905,288 | |||||||||||
Shares issued, price per share | $ / shares | $ 2.35 | |||||||||||
Proceeds from Issuance of redeemable convertible preferred stock | $ | $ 41.8 | |||||||||||
Series D Redeemable Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of stock classified as temporary equity issued during the period | 29,285,356 | |||||||||||
Shares issued, price per share | $ / shares | $ 2.73 | |||||||||||
Proceeds from Issuance of redeemable convertible preferred stock | $ | $ 79.8 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock and Stockholders' Equity - Summary Of Shares Of Common Stock Reserved For Future Issuance (Detail) - shares | Sep. 30, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 5,465,127 | 15,279,546 |
Common stock options outstanding [Member] | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 2,587,798 | 2,529,982 |
Shares available for issuance under the ESPP [Member] | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 222,287 | |
Shares available for issuance under the Plans [Member] | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 2,655,042 | 255,685 |
Series A redeemable convertible preferred stock [Member] | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 1,408,502 | |
Series B-1 redeemable convertible preferred stock [Member] | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 2,038,903 | |
Series B-2 redeemable convertible preferred stock [Member] | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 3,138,208 | |
Series C redeemable convertible preferred stock [Member] | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 2,241,740 | |
Series D redeemable convertible preferred stock [Member] | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 3,666,526 |
Equity Based Compensation - Sch
Equity Based Compensation - Schedule of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule Of Share Based Compensation Stock Options Activity [Line Items] | ||||
Number of Shares Underlying Outstanding Options, Beginning balance | 2,529,982 | 1,759,275 | ||
Options granted | 231,662 | 903,843 | ||
Options exercised | (23,455) | (60,821) | ||
Options canceled/forfeited | (150,391) | (25,368) | ||
Number of Shares Underlying Outstanding Options, Ending balance | 2,529,982 | 1,759,275 | 2,587,798 | 2,576,929 |
Exercisable | 1,711,392 | 1,237,658 | ||
Vested and expected to vest | 2,587,798 | 2,576,929 | ||
Weighted- Average Exercise Price Outstanding | $ 8.86 | $ 7.26 | ||
Options granted | 15.12 | 11.02 | ||
Options exercised | 4.02 | 2.49 | ||
Options canceled/forfeited | 10.69 | 8.29 | ||
Weighted- Average Exercise Price Outstanding | $ 8.86 | $ 7.26 | 9.35 | 8.67 |
Exercisable | 7.99 | 6.46 | ||
Vested and expected to vest | $ 9.35 | $ 8.67 | ||
Weighted- Average Remaining Contractual Term (Years) Outstanding | 6 years 9 months 18 days | 7 years 2 months 12 days | 6 years 6 months | 6 years 6 months |
Exercisable | 5 years 4 months 24 days | 5 years 1 month 6 days | ||
Vested and expected to vest | 6 years 6 months | 6 years 6 months | ||
Aggregate Intrinsic Value Outstanding , Beginning balance | $ 5,886 | $ 6,912 | ||
Aggregate Intrinsic Value Outstanding , Ending balance | $ 5,886 | $ 6,912 | 848 | 6,462 |
Exercisable | 848 | 5,836 | ||
Vested and expected to vest | $ 848 | $ 6,462 |
Equity Based Compensation - S_2
Equity Based Compensation - Schedule of Fair Value Assumption of Stock Option Activity (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||
Risk-free interest rate, Minimum | 3.89% | 1.48% |
Risk-free interest rate, Maximum | 4.59% | 3.44% |
Dividend yield | 0% | 0% |
Volatility, Minimum | 85.80% | 86.40% |
Volatility, Maximum | 87.30% | 87.20% |
Minimum [Member] | ||
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||
Expected term (in years) | 6 years 25 days | 5 years 8 months 8 days |
Exercise price of stock options granted | $ 9.22 | $ 10.94 |
Maximum [Member] | ||
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||
Expected term (in years) | 6 years 2 months 12 days | 6 years |
Exercise price of stock options granted | $ 16.53 | $ 11.18 |
Equity Based Compensation - S_3
Equity Based Compensation - Schedule of Stock Based Compensation for Stock Awards (Detail) - 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] | ||||
Stock-based compensation | $ 1,064 | $ 1,188 | $ 3,130 | $ 3,197 |
Research and development [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 631 | 561 | 1,640 | 1,624 |
General and administrative [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 433 | $ 627 | $ 1,490 | $ 1,573 |
Equity Based Compensation - Add
Equity Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jul. 31, 2023 | Dec. 31, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Allocated share based compensation expense | $ 1,064 | $ 1,188 | $ 3,130 | $ 3,197 | |||
Share-based compensation arrangement by share-based payment award, options, grants in period, weighted average grant date fair value | $ 11.27 | $ 7.97 | |||||
Share-based payment arrangement, non-vested award, option, cost not yet recognized, amount | $ 7,900 | $ 7,900 | |||||
Share-based payment arrangement, non-vested award, cost not yet recognized, period for recognition | 2 days 12 hours | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 5,465,127 | 5,465,127 | 15,279,546 | ||||
Myst Merger Agreement [Member] | Restricted Stock [Member] | |||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Award requisite service period | 4 years | ||||||
Share-based payment arrangement, non-vested award, cost not yet recognized, period for recognition | 1 year 2 months 12 days | ||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, nonvested, number | 181,480 | 181,480 | |||||
Share-based payment arrangement, non-vested award, excluding option, cost not yet recognized, amount | $ 1,100 | $ 1,100 | |||||
Myst Merger Agreement [Member] | Timothy Langer [Member] | |||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Business acquisition, equity interest issued or issuable, number of shares | 725,920 | ||||||
Myst Merger Agreement [Member] | Timothy Langer [Member] | Restricted Stock [Member] | |||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Business acquisition, equity interest issued or issuable, number of shares | 362,960 | ||||||
2018 Plan [Member] | |||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Award requisite service period | 10 years | ||||||
Award vesting period | 4 years | ||||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25% | ||||||
2023 Plan [Member] | |||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Award vesting period | 4 years | ||||||
Maximum term of options issued under equity incentive plan | 10 years | ||||||
Common stock, capital shares reserved for future issuance increase decrease period | 10 years | ||||||
Share-based compensation arrangement by share-based payment award, percentage of outstanding stock maximum | 5% | ||||||
2023 Plan [Member] | New Shares Under 2023 [Member] | |||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 1,889,435 | ||||||
2023 Plan [Member] | Remaining Shares From 2018 Plan [Member] | |||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 712,503 | ||||||
2023 Plan [Member] | Returning Shares [Member] | |||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 120,949 | ||||||
Employee Stock Purchase Plan [Member] | |||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Number of shares authorized for issuance under share-based payment arrangement | 222,287 | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 666,680 | ||||||
Common stock, capital shares reserved for future issuance increase decrease period | 10 years | ||||||
Share-based compensation arrangement by share-based payment award, percentage of outstanding stock maximum | 1% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax expense | $ 0 | $ 0 |
Benefit (provision) for income taxes | $ 100,000 | $ (100,000) |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | 1 Months Ended | 9 Months Ended | ||||||||||
Dec. 01, 2019 | Nov. 30, 2022 | Sep. 30, 2022 USD ($) | Mar. 31, 2022 | Jun. 30, 2021 SquareFeet | May 31, 2019 SquareFeet | Jan. 31, 2019 SquareFeet | Jul. 31, 2018 SquareFeet | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Nov. 30, 2019 USD ($) | Nov. 01, 2018 | |
Lessee, Lease, Description [Line Items] | ||||||||||||
Operating lease, impairment loss | $ | $ 500 | $ 497 | ||||||||||
Lessee, operating lease, liability, to be paid | $ | $ 3,853 | |||||||||||
Payments for rent | $ | $ 1,200 | $ 1,800 | ||||||||||
Operating lease agreement [Member] | ||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||
Number of square feet for lease | SquareFeet | 9,423 | |||||||||||
Lessee, operating lease, term of contract | 5 years | |||||||||||
Lessee, operating lease, option to extend | one renewal option for a period of five years | |||||||||||
Lessee, operating lease, renewal term | 5 years | |||||||||||
Office space [Member] | Operating lease agreement [Member] | ||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||
Number of square feet for lease | SquareFeet | 6,500 | |||||||||||
Lessee, operating lease, term of contract | 7 years 3 months | |||||||||||
Laboratory space [Member] | Operating lease agreement [Member] | ||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||
Number of square feet for lease | SquareFeet | 6,000 | |||||||||||
Lessee, operating lease, term of contract | 3 years | |||||||||||
Lessee, operating lease, liability, to be paid | $ | $ 100 | |||||||||||
Lessee, operating lease, option to extend | the lease was extended for a one year period. | |||||||||||
Lessee, operating lease, renewal term | 1 year | |||||||||||
Office and laboratory space [Member] | Operating lease agreement [Member] | ||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||
Number of square feet for lease | SquareFeet | 19,474 | |||||||||||
Lessee, operating lease, term of contract | 38 months | |||||||||||
Lessee, operating lease, option to extend | one renewal option for a period of three years and commenced in March 2022 | |||||||||||
Lessee, operating lease, renewal term | 3 years |
Leases - Schedule of Informatio
Leases - Schedule of Information about Lease Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lease, Cost [Abstract] | ||||
Operating lease cost | $ 460 | $ 628 | $ 1,598 | $ 1,499 |
Short-term lease costs | 6 | 1 | 255 | |
Variable leases costs | 27 | 5 | 41 | |
Sublease income | (130) | (368) | ||
Total lease cost | $ 330 | $ 661 | $ 1,236 | $ 1,795 |
Leases - Schedule of Present Va
Leases - Schedule of Present Value of Operating Lease Payments (Detail) | Sep. 30, 2023 |
Schedule of Present Value of Operating Lease Payments [Abstract] | |
Weighted-average remaining lease term in years | 1 year 10 months 24 days |
Weighted-average discount rate | 4.97% |
Leases - Schedule of Minimum Ag
Leases - Schedule of Minimum Aggregate Future Operating Lease Commitments (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
Remainder of 2023 | $ 507 | |
2024 | 2,131 | |
2025 | 1,110 | |
2026 | 105 | |
2027 | 0 | |
Total undiscounted lease payments | 3,853 | |
Less: imputed interest | (174) | |
Total operating lease liability | 3,679 | |
Less: current portion of operating lease liability | (1,991) | $ (1,961) |
Operating lease liability, noncurrent | $ 1,688 | $ 3,205 |
Net Earnings (Loss) per Share -
Net Earnings (Loss) per Share - Schedule of Dilutive Securities Excluded From Computation of Diluted Net Loss Per Share (Detail) | 9 Months Ended |
Sep. 30, 2023 shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,769,278 |
Restricted Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 181,480 |
Options to purchase common stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,587,798 |
Legal Proceedings - Additional
Legal Proceedings - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Loss contingency reserve for litigation liabilities | $ 0 | $ 0 |