Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 08, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Surrozen, Inc./DE | |
Entity Central Index Key | 0001824893 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-39635 | |
Entity Tax Identification Number | 98-1556622 | |
Entity Address, Address Line One | 171 Oyster Point Blvd | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | South San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94080 | |
City Area Code | 650 | |
Local Phone Number | 489-9000 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 30,079,258 | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | SRZN | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Redeemable Warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | SRZNW | |
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Common Stock | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 27,809 | $ 24,690 |
Accounts receivable | 1,978 | 1,978 |
Short-term marketable securities | 33,937 | 51,148 |
Prepaid expenses and other current assets | 3,310 | 3,489 |
Total current assets | 67,034 | 81,305 |
Property and equipment, net | 3,378 | 3,630 |
Operating lease right-of-use assets | 2,967 | 3,268 |
Restricted cash | 405 | 405 |
Other assets | 416 | 827 |
Total assets | 74,200 | 89,435 |
Current liabilities: | ||
Accounts payable | 171 | 658 |
Accrued and other liabilities | 5,324 | 6,848 |
Lease liabilities, current portion | 2,294 | 2,226 |
Total current liabilities | 7,789 | 9,732 |
Lease liabilities, noncurrent portion | 2,783 | 3,376 |
Warrant liabilities | 591 | 326 |
Total liabilities | 11,163 | 13,434 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value, 10,000 shares authorized; no shares issued and outstanding as of March 31, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.0001 par value, 500,000 shares authorized as of March 31, 2023 and December 31, 2022; 30,079 and 30,088 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respective | 3 | 3 |
Additional paid-in-capital | 256,034 | 254,892 |
Accumulated other comprehensive loss | (50) | (241) |
Accumulated deficit | (192,950) | (178,653) |
Total stockholders' equity | 63,037 | 76,001 |
Total liabilities and stockholders’ equity | $ 74,200 | $ 89,435 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 500,000,000 | 500,000,000 |
Common shares, shares issued | 30,079,000 | 30,088,000 |
Common shares, shares outstanding | 30,079,000 | 30,088,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating expenses: | ||
Research and development | $ 8,086 | $ 9,371 |
General and administrative | 5,299 | 5,122 |
Restructuring | 1,207 | 0 |
Total operating expenses | 14,592 | 14,493 |
Loss from operations | (14,592) | (14,493) |
Interest income | 547 | 49 |
Other income (expense), net | (252) | 6,497 |
Net loss | (14,297) | (7,947) |
Unrealized gain (loss) on marketable securities, net of tax | 191 | (310) |
Comprehensive loss | $ (14,106) | $ (8,257) |
Net loss per share attributable to common stockholders, basic | $ (0.48) | $ (0.23) |
Net loss per share attributable to common stockholders, diluted | $ (0.48) | $ (0.23) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic | 29,971 | 34,863,000 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted | 29,971 | 34,863,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Balance at the beginning at Dec. 31, 2021 | $ 109,700 | $ 4 | $ 252,464 | $ (119) | $ (142,649) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 35,034 | ||||
Issuance of common stock under Equity Purchase Agreement, shares | 100 | ||||
Issuance of common stock under Equity Purchase Agreement | 273 | 273 | |||
Repurchase of early exercised stock options | 0 | ||||
Repurchase of early exercised stock options, shares | (8) | ||||
Vesting of early exercised stock options | 30 | 30 | |||
Stock-based compensation expense | 916 | 916 | |||
Other comprehensive loss | (310) | (310) | |||
Net loss | (7,947) | (7,947) | |||
Balance at the end at Mar. 31, 2022 | 102,662 | $ 4 | 253,683 | (429) | (150,596) |
Balance at the end (in shares) at Mar. 31, 2022 | 35,126 | ||||
Balance at the beginning at Dec. 31, 2022 | 76,001 | $ 3 | 254,892 | (241) | (178,653) |
Balance at the beginning (in shares) at Dec. 31, 2022 | 30,088 | ||||
Repurchase of early exercised stock options | 39 | ||||
Repurchase of early exercised stock options, shares | (9) | ||||
Vesting of early exercised stock options | 13 | 13 | |||
Stock-based compensation expense | 1,129 | 1,129 | |||
Other comprehensive loss | 191 | 191 | |||
Net loss | (14,297) | (14,297) | |||
Balance at the end at Mar. 31, 2023 | $ 63,037 | $ 3 | $ 256,034 | $ (50) | $ (192,950) |
Balance at the end (in shares) at Mar. 31, 2023 | 30,079 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating activities: | ||
Net loss | $ (14,297) | $ (7,947) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 482 | 534 |
Stock-based compensation | 1,129 | 916 |
Non-cash operating lease expense | 301 | 367 |
Amortization of (discount) premium on marketable securities, net | (241) | 116 |
Change in fair value of warrant liabilities | 265 | (6,497) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 592 | 274 |
Other assets | (2) | (24) |
Accounts payable | (487) | (1,755) |
Accrued and other liabilities | (1,387) | (3,782) |
Operating Lease liabilities | (525) | (576) |
Net cash used in operating activities | (14,170) | (18,374) |
Investing activities: | ||
Purchases of property and equipment | (315) | (412) |
Purchases of marketable securities | (7,857) | 0 |
Proceeds from maturities of marketable securities | 25,500 | 0 |
Net cash provided by (used in) investing activities | 17,328 | (412) |
Financing activities: | ||
Repurchase of early exercised stock options | (39) | 0 |
Net cash (used in) provided by financing activities | (39) | 0 |
Net (decrease) increase in cash, cash equivalents and restricted cash | 3,119 | (18,786) |
Cash, cash equivalents and restricted cash at beginning of period | 25,095 | 33,496 |
Cash, cash equivalents and restricted cash at end of period | 28,214 | 14,710 |
Supplemental disclosure of noncash investing and financing activities: | ||
Deferred costs related to Equity Purchase Agreement included in accounts payable, accrued liabilities and additional paid-in capital | 0 | 432 |
Purchases of property and equipment included in accounts payable | 85 | 0 |
Vesting of early exercises of stock options | 13 | 30 |
Reconciliation Of Cash Cash Equivalents And Restricted Cash To Consolidated Balance Sheets Abstract | ||
Cash and cash equivalents | 27,809 | 14,305 |
Restricted cash | 405 | 405 |
Cash, cash equivalents and restricted cash | $ 28,214 | $ 14,710 |
Organization and Business
Organization and Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Note 1. Organization and Business Organization Surrozen, Inc., or the Company, is a clinical stage biotechnology company committed to discovering and developing drug candidates to selectively modulate the Wnt pathway, a critical mediator of tissue repair, in a broad range of organs and tissues. The Company, a Delaware corporation, is located in South San Francisco, California. Surrozen Netherlands, B.V. was incorporated in May 2022 and located in Amsterdam, Netherlands as a wholly-owned subsidiary of the Company. Liquidity The Company has incurred net losses since inception. For the three months ended March 31, 2023 and 2022, the Company incurred a net loss of $ 14.3 million and $ 7.9 million, respectively. For the three months ended March 31, 2023 and 2022, the Company used $ 14.2 million and $ 18.4 million of cash in operations. As of March 31, 2023, the Company had cash, cash equivalents and marketable securities of $ 61.7 million and an accumulated deficit of approximately $ 193.0 million . The Company expects operating expenses to continue to increase in connection with its ongoing clinical studies and anticipates the need to raise additional capital to continue to execute its long-range business plan. Management believes that the existing cash, cash equivalents, and marketable securities are sufficient for the Company to continue operating activities for at least the next 12 months from the date of issuance of its unaudited consolidated financial statements. However, if the Company’s anticipated cash burn is greater than anticipated, the Company could use its capital resources sooner than expected which may result in the need to reduce future planned expenditures and/or raise additional capital to continue to fund the operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America, or GAAP, and pursuant to the regulations of the U.S. Securities and Exchange Commission, or SEC. As permitted under those rules, certain notes or other financial information that are normally required by GAAP have been condensed or omitted and accordingly, the consolidated balance sheet as of December 31, 2022 has been derived from the Company’s audited consolidated financial statements at that date but does not include all of the information required by GAAP for complete consolidated financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) that are necessary for a fair presentation of the Company’s consolidated financial statements. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ended December 31, 2023 or for any other interim period or future year. The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K , filed with the SEC on March 31, 2023. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions made in the accompanying unaudited condensed consolidated financial statements include, but are not limited to, revenue recognition, certain accrued expenses for research and development activities and stock-based compensation expense. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could materially differ from those estimates. Concentration of Credit Risk Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist of cash, cash equivalents and marketable securities. The Company's cash is held by one financial institution that may at times exceed federally insured limits. However, the Company’s exposure to credit risk in the event of default by the financial institution is limited to the extent of amounts recorded on the unaudited condensed consolidated balance sheets. The Company believes it is not exposed to significant credit risk on cash. The Company's policy is to invest cash in institutional money market funds and marketable securities with high credit quality to limit the amount of credit exposure. The Company currently maintains a portfolio of cash equivalents and marketable securities in a variety of securities, including money market funds, U.S. government bonds, commercial paper and corporate debt securities. The Company has not experienced any losses on its cash equivalents and marketable securities. Marketable Securities The Company invests its excess cash in U.S. government bonds, commercial paper and corporate debt securities. All marketable securities have been classified as available-for-sale and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. The Company does not buy or hold securities principally for the purpose of selling them in the near future. The Company’s policy is focused on the preservation of capital, liquidity and return. From time to time, the Company may sell certain securities, but the objectives are generally not to generate profits on short-term differences in price. Short-term marketable securities have maturities less than or equal to one year as of the balance sheet date. Long-term marketable securities have maturities greater than one year as of the balance sheet date. These marketable securities are carried at estimated fair value with unrealized holding gains or losses included in accumulated other comprehensive loss in stockholders’ equity until realized. Gains and losses on marketable security transactions are reported on the specific-identification method. Interest income is recognized in the unaudited condensed consolidated statements of operations and comprehensive loss when earned. The Company periodically evaluates its available-for-sale marketable securities for impairment. When the fair value of a marketable security is below its amortized cost basis, the amortized cost is reduced to its fair value if it is more likely than not that the Company is required to sell the impaired security before recovery of its amortized cost, or the Company has the intention to sell the security. If neither of these conditions are met, the Company determines whether the impairment is due to credit losses by comparing the present value of the expected cash flows of the security with its amortized cost basis. The amount of impairment recognized is limited to the excess of the amortized cost basis over the fair value of the security. An allowance for credit losses for the excess of amortized cost basis over the expected cash flows, if any, is recorded in other income (expense), net on the unaudited condensed consolidated statements of operations. Impairment losses that are not credit-related are included in accumulated other comprehensive loss in stockholders’ equity. Warrant Liabilities The Company's warrants were classified as liabilities. At the end of each reporting period, any changes in fair value during the period are recognized in other income (expense), net within the unaudited condensed consolidated statements of operations and comprehensive loss. The Company will continue to adjust the warrant liabilities for changes in the fair value until the earlier of a) the exercise or expiration of the warrants or b) the redemption of the warrants, at which time such warrants will be reclassified to additional paid-in capital. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (Topic 606) , when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for these goods or services. To determine revenue recognition for the arrangement that is within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services transferred to the customer. At contract inception, the Company assesses the goods or services promised within the contract, determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes revenue for the amount of the transaction price that is allocated to the respective performance obligations when or as the performance obligations are satisfied. The Company constrains its estimate of the transaction price up to the amount (the variable consideration constraint) that a significant reversal of recognized revenue is not probable. The Company records accounts receivable for amounts billed to the customer for which the Company has an unconditional right to consideration. The Company assesses accounts receivable for impairment and, to date, no impairment losses have been recorded. The Company has a Collaboration and Licensing Agreement, or CLA, with Boehringer Ingelheim International GmbH, or BI, to which the Company licensed certain rights to its intellectual property that is determined within the scope of ASC 606. The terms of the CLA include payment to the Company of a non-refundable upfront payment, development, regulatory and commercial milestone payments and royalties on net sales of licensed products. Licenses of Intellectual Property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promised goods or services, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable upfront fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone Payments: At contract inception, the Company using the most likely amount method evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. If it is probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received or the underlying activity has been completed. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue in the period of adjustment. Royalties: The Company will recognize sales-based royalties as revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalties that have been allocated have been satisfied (or partially satisfied). The incremental costs of obtaining a customer contract are expensed as and when incurred if the amortization period of the asset that would have been recognized is one year or less. Net Loss Per Share Basic net loss per share is calculated by dividing the net loss attributable to common stock by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive securities. Since the Company was in a loss position for the periods presented, basic net loss per share is the same as diluted net loss per share as the effects of the potentially dilutive securities are antidilutive. The following table presents the potential shares of common stock outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive (in thousands): March 31, 2023 2022 Options outstanding 5,132 3,336 Unvested restricted stock 93 143 Unvested common stock subject to repurchase 9 53 Warrants to purchase common stock 5,907 7,219 Total 11,141 10,751 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 3. Fair Value Measurement The following tables summarize the Company’s financial assets and liabilities that are measured at fair value on a recurring basis (in thousands): As of March 31, 2023 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 18,530 $ — $ — $ 18,530 Commercial paper — 8,736 — 8,736 Corporate bonds — 7,332 — 7,332 Government bonds — 17,869 — 17,869 Total financial assets measured at fair value $ 18,530 $ 33,937 $ — $ 52,467 Liabilities (2) : Public Warrants $ 273 $ — $ — $ 273 PIPE Warrants — 318 — 318 Total financial liabilities measured at fair value $ 273 $ 318 $ — $ 591 As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 9,194 $ — $ — $ 9,194 Commercial paper — 22,549 — 22,549 Corporate bonds — 10,797 — 10,797 Government bonds — 17,802 — 17,802 Government agency debt securities (1) — 3,982 — 3,982 Total financial assets measured at fair value $ 9,194 $ 55,130 $ — $ 64,324 Liabilities (2) : Public Warrants $ 151 $ — $ — $ 151 PIPE Warrants — 175 — 175 Total financial liabilities measured at fair value $ 151 $ 175 $ — $ 326 (1) They are included in cash and cash equivalents on the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022 . (2) See Note 10. There were no changes to the valuation methods utilized and there were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the three months ended March 31, 2023. Commercial paper, corporate bonds, government bonds and government agency debt securities are classified as Level 2 as they were valued based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. The Public Warrants are classified as Level 1 due to the use of an observable market quote in an active market. The PIPE Warrants are classified as Level 2 due to the use of observable market data for identical or similar liabilities. The fair value of each PIPE Warrant was determined to be equivalent to that of a Public Warrant because the PIPE Warrants are also subject to the make-whole redemption feature, which allows the Company to redeem both types of warrants on similar terms when the stock price is in the range of $ 10 to $ 18 per share. The following tables provide the Company’s marketable securities by security type (in thousands): As of March 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $ 8,736 $ — $ — $ 8,736 Corporate bonds 7,335 — ( 3 ) 7,332 Government bonds 17,916 5 ( 52 ) 17,869 Total short-term marketable securities $ 33,987 $ 5 $ ( 55 ) $ 33,937 As of December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $ 22,549 $ — $ — $ 22,549 Corporate bonds 10,817 1 ( 21 ) 10,797 Government bonds 18,023 — ( 221 ) 17,802 Total short-term marketable securities $ 51,389 $ 1 $ ( 242 ) $ 51,148 The following table indicates the length of the time that individual securities have been in a continuous unrealized loss position (dollars in thousands): As of March 31, 2023 As of December 31, 2022 Less Than 12 Months Less Than 12 Months Number of Investments Fair Value Unrealized Losses Number of Investments Fair Value Unrealized Losses Corporate bonds 2 $ 4,242 $ 3 4 $ 9,719 $ 21 Government bonds 2 11,947 52 3 17,802 221 Total 4 $ 16,189 $ 55 7 $ 27,521 $ 242 As of March 31, 2023 and December 31, 2022, all short-term marketable securities had maturities of one year or less. There have been no significant realized gains or losses on the marketable securities during the three months ended March 31, 2023 and 2022 . The Company periodically reviews the available-for-sale investments for credit losses. All investments with unrealized losses have been in a loss position for less than 12 months. The Company determined that the unrealized loss was primarily attributed to changes in current market interest rates and not to credit quality. The Company does not intend to sell the marketable securities that are in an unrealized loss position, nor is it more likely than not that the Company will be required to sell the marketable securities before the recovery of the amortized cost basis, which may be at maturity. As a result, the Company did no t recognize any allowance for credit losses as of March 31, 2023 . |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Note 4. Balance Sheet Components Accrued and Other Liabilities Accrued and other liabilities consist of the following (in thousands): March 31, December 31, 2023 2022 Accrued payroll and related expenses $ 1,870 $ 3,964 Accrued research and development expenses 2,054 1,665 Accrued restructuring charges 481 — Accrued professional service fees 432 638 Liability for early exercised stock options 38 89 Other 449 492 Accrued and other liabilities $ 5,324 $ 6,848 |
Collaboration and License Agree
Collaboration and License Agreements | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Collaboration and License Agreements | Note 5. Collaboration and License Agreements Collaboration and License Agreement with Boehringer Ingelheim International GmbH In October 2022, the Company executed the CLA with BI to research, develop and commercialize Fzd4 bi-specific antibodies designed using the Company’s SWAP technology, including SZN-413. The Company and BI are conducting partnership research focused on SZN-413 during a one-year period, which BI has the right to extend by up to six months. The Company granted BI an exclusive, royalty-bearing, worldwide, sublicensable license, under the applicable patents and know-how, to develop, manufacture and commercialize, for all uses, one lead and two back-up Fzd4 bi-specific antibodies selected by BI. After an initial period of joint research, BI shall be responsible for all further research, preclinical and clinical development, manufacturing, regulatory approvals, and commercialization of licensed products at its expense. Unless terminated earlier, the CLA will remain effective, on a country-by-country and product-by-product basis, until the expiration of BI's royalty obligations. BI has the right to terminate the CLA for any reason after a specified notice period. Each party has the right to terminate the CLA on account of the other party’s bankruptcy or material, uncured breach. Under the terms of the CLA, BI agreed to pay a non-refundable upfront payment of $ 12.5 million less any applicable withholding tax, success-based milestone payments up to a total of $ 587.0 million and mid-single digit to low-double digit royalties on net sales of the licensed products should any reach commercialization. The royalty payments will be subject to reduction due to patent expiration, generic competition and payments made under certain licenses for third-party intellectual property. The Company received $ 10.5 million of the upfront payment from BI in November 2022. The associated withholding tax of $ 2.0 million is expected to be refunded to the Company in 2023. The Company determined that the CLA is within the scope of ASC 606. The Company evaluated the promised goods and services and determined that the license to the Company's intellectual property granted to BI represented one performance obligation for the purposes of conducting the partnership research and further development on SZN-413. The transaction price was determined to be $ 12.5 million, which is the non-refundable upfront payment. Variable consideration related to future milestones was fully constrained because the Company cannot conclude that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur, given the inherent uncertainty of success with these future milestones. For sales-based royalties, the Company determined that the license is the predominant item to which the royalties relate to. Accordingly, the Company will recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all the royalty has been allocated has been satisfied (or partially satisfied). The Company will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. The Company recognized the non-refundable upfront payment of $ 12.5 million as collaboration and license revenue at a point in time upon delivery of the license in the fourth quarter of 2022. The associated withholding tax of $ 2.0 million to be refunded was recognized as accounts receivable on the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022. |
License Agreements
License Agreements | 3 Months Ended |
Mar. 31, 2023 | |
License Agreements [Abstract] | |
License Agreements | Note 6. License Agreements Stanford License Agreements In March 2016, the Company entered into a license agreement with Stanford University , or the 2016 Stanford Agreement, which was amended in July 2016, October 2016 and January 2021, pursuant to which the Company obtained from Stanford a worldwide, exclusive, sublicensable license under certain patents, rights, or licensed patents and technology related to its engineered Wnt surrogate molecules to make, use, import, offer to sell and sell products that are claimed by the licensed patents or that use or incorporate such technology, or licensed products, for the treatment, diagnosis and prevention of human and veterinary diseases. The Company agreed to pay Stanford (i) nominal annual license maintenance fees which are creditable against earned royalties owed to Stanford for the same year, (ii) an aggregate of up to $ 0.9 million for the achievement of specified development and regulatory milestones, and (iii) an aggregate of up to $ 5.0 million for achievement of specified sales milestones. Stanford is also entitled to receive royalties from the Company equal to a very low single digit percentage of the Company’s and its sublicensees’ net sales of licensed products that are covered by a valid claim of a licensed patent. Additionally, the Company agreed to pay Stanford a sub-teen double digit percentage of certain consideration the Company receives as a result of granting sublicenses to the licensed patents. However, the Company and Stanford may be able to negotiate a lower non-royalty sublicense percentage based on then-current value of the licensed patents for each sublicense product. If the Company is acquired, it agreed to pay a one-time change of control fee in the low six figures. Stanford retains the right under the 2016 Stanford Agreement, on behalf of itself, Stanford Hospital and Clinics, the University of Washington and all other non-profit research institutions, to practice the licensed patents and technology for any non-profit purpose. The licensed patents and technology are additionally subject to a non-exclusive, irrevocable, worldwide license held by the Howard Hughes Medical Institute to practice the licensed patents and technology for its research purposes, but with no right to assign or sublicense. In June 2018, the Company entered into another license agreement with Stanford, or the 2018 Stanford Agreement, pursuant to which the Company obtained from Stanford a worldwide, exclusive, sublicensable license under certain patent rights related to its surrogate R-spondin proteins, or the licensed patents, to make, use, import, offer to sell and sell products that are claimed by the licensed patents, or licensed products, for the treatment, diagnosis and prevention of human and veterinary diseases, or the exclusive field. Additionally, Stanford granted the Company a worldwide, non-exclusive, sublicensable license under the licensed patents to make and use licensed products for research and development purposes in furtherance of the exclusive field and a worldwide, non-exclusive license to make, use and import, but not to offer to sell or sell licensed products in any other field of use. The Company agreed to pay Stanford an aggregate of up to $ 0.4 million for the achievement of specified development and regulatory milestones. Stanford is also entitled to receive royalties from the Company equal to a sub-single digit percentage of the Company’s and its sublicensees’ net sales of licensed products. Additionally, Stanford is entitled to receive a one-time payment in the low six figures for each sublicense of the licensed patents that the Company grants to a third party and, if the Company is acquired, a one-time nominal change of control fee. For the three months ended March 31, 2023 and 2022, the Company incurred de minimis research and development expenses under the Stanford agreements. No milestones have been achieved as of March 31, 2023. UCSF License and Option Agreements In September and October 2016, the Company entered into two separate license and option agreements with The Regents of the University of California, or the UCSF Agreements, pursuant to which the Company obtained exclusive licenses from UCSF for internal research and antibody discovery purposes and an option to negotiate with UCSF to obtain an exclusive license under UCSF’s rights in the applicable library to make, use, sell, offer for sale and import products incorporating antibodies identified or resulting from the Company’s use of such library, or licensed products. In January 2020, the Company amended and restated the UCSF Agreements to provide non-exclusive licenses to make and use a certain human Fab naïve phage display library and to make and use a certain phage display llama VHH single domain antibody library for internal research and antibody discovery purposes and an option to negotiate with UCSF to obtain a non-exclusive commercial license under UCSF’s rights in the applicable library to make, use, sell, offer for sale and import products incorporating antibodies identified or resulting from the Company’s use of such library, or licensed products. In March 2022, the Company exercised the option under the UCSF Agreements and entered into a non-exclusive commercial license agreement to make and use licensed products derived from the phage display llama VHH single domain antibody library. Under the commercial license agreement, the Company paid UCSF a nominal license issue fee and agreed to pay a nominal annual license maintenance fee, five- to six-digit payments per licensed product upon achievement of a regulatory milestone, nominal minimum annual royalties, and earned royalties equal to a sub-single digit percentage of the Company’s and the Company’s sublicensees’ net sales of licensed products. For the three months ended March 31, 2023 and 2022, the Company incurred de minimis research and development expenses under the UCSF Agreements and the commercial license agreement. No milestones have been achieved as of March 31, 2023. Distributed Bio Subscription Agreement In September 2016, the Company entered into, and in January 2019, the Company amended, an antibody library subscription agreement with Charles River Laboratories International, Inc., formerly known as Distributed Bio, Inc., or the Distributed Bio Agreement, in which the Company obtained from Distributed Bio a non-exclusive license to use Distributed Bio’s antibody library to identify antibodies directed to an unlimited number of the Company’s proprietary targets and to make, use, sell, offer for sale, import and exploit products incorporating the antibodies that the Company identifies, or licensed products. The Company agreed to pay Distributed Bio an annual fee in the low six figures after the first three years. Additionally, the Company agreed to pay Distributed Bio an aggregate of $ 5.9 million for each licensed product that achieves specified development, regulatory and commercial milestones and royalties equal to a very low single digit percentage of the Company’s and its sublicensees’ net sales of licensed products. The Company’s obligation to pay royalties will end for each licensed product ten years after its first commercial sale. For the three months ended March 31, 2023 and 2022 , the Company incurred $ 0.1 million and de minimis research and development expenses under the Distributed Bio Agreement, respectively. No milestones have been achieved for the three months ended March 31, 2023 and 2022. |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring Reserve [Abstract] | |
Restructuring and Related | Note 7. Restructuring In January 2023, the Company implemented a restructuring plan approved by the board of directors to prioritize and focus its resources on key clinical and discovery programs. The plan included a reduction of the Company’s overall workforce by approximately 25 %. The Company completed the workforce reduction in the first quarter of 2023 and incurred one-time restructuring charges of approximately $ 1.2 million during the three months ended March 31, 2023, including employee severance and benefits. The outstanding restructuring liabilities are included in accrued and other liabilities on the condensed consolidated balance sheets. The following table summarizes activity during the three months ended March 31, 2023 (in thousands): Employee Severance and Benefits Balance, December 31, 2022 $ — Restructuring charges 1,207 Cash payments ( 726 ) Balance, March 31, 2023 $ 481 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies Lease Agreement In August 2016, the Company entered into a lease agreement for office and lab space, which consists of approximately 32,813 square feet of rental space in South San Francisco, California. The office space lease is classified as an operating lease. The initial lease term commenced in May 2017 and ends in April 2025, with rent payments escalating each year. The Company has options to extend the lease for additional years, but the exercise of the option was not reasonably certain. In connection with the lease, the Company maintains a letter of credit for the benefit of the landlord in the amount of $ 0.4 million, which is recorded as restricted cash in the condensed consolidated balance sheets. On March 10, 2023, Silicon Valley Bank, or SVB, was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation, or FDIC, as a receiver. On March 27, 2023, First-Citizens Bank & Trust Company assumed all of SVB's customer deposits and certain other liabilities and acquired substantially all of SVB's loans and certain other assets from the FDIC. As required by the landlord, the Company is working on replacing the letter of credit issued by SVB with a letter of credit from a different financial institution. The operating lease expense for the three months ended March 31, 2023 and 2022 was $ 0.4 million and $ 0.5 million, respectively. Aggregate future minimum rental payments under the operating leases as of March 31, 2023, were as follows (in thousands): Remaining nine months ending December 31, 2023 $ 1,960 Year ending December 31, 2024 2,670 Year ending December 31, 2025 891 Total lease payments 5,521 Less: Imputed interest ( 444 ) Operating lease liabilities $ 5,077 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 9. Stockholders’ Equity Equity Purchase Agreement In February 2022, the Company entered into a purchase agreement with Lincoln Park Capital Fund, LLC, or Lincoln Park, or the Equity Purchase Agreement, pursuant to which Lincoln Park is obligated to purchase up to $ 50.0 million shares of the Company’s common stock. Upon execution of the Equity Purchase Agreement, the Company issued 0.1 million shares of common stock to Lincoln Park with the fair value of $ 0.3 million as consideration for Lincoln Park’s commitment to purchase the Company’s common stock, which was included in other income (expense), net on the unaudited condensed consolidated statements of operations and comprehensive loss. In the event that the Company sells $ 30.0 million shares of its common stock under the Equity Purchase Agreement, the Company shall be required to pay an additional commitment fee of $ 0.1 million in cash to Lincoln Park. As contemplated by the Equity Purchase Agreement, and so long as the closing price of the Company’s common stock exceeds $ 1.00 per share, the Company may direct Lincoln Park, at its sole discretion, to purchase up to 30,000 shares of its common stock, or the Regular Purchase Share Limit, on any business day at a purchase price per share equal to the lower of: (i) the lowest price of the Company’s common stock on the applicable purchase date and (ii) the average of the three lowest closing prices of the Company’s common stock during the ten consecutive business days preceding such purchase date. The Regular Purchase Share Limit may be increased to up to 35,000 shares and 40,000 shares if the closing price of the Company’s common stock is not below $ 10.00 per share and $ 12.00 per share, respectively. Any single purchase of the Company’s common stock shall not exceed $ 3.5 million. The Company may also direct Lincoln Park to purchase additional shares no less than the Regular Purchase Share Limit and no greater than 0.5 million shares at a purchase price per share equal to 96% of the lower of (i) the closing price of the Company’s common stock on the purchase date and (ii) the volume weighted average price of the Company’s common stock on the purchase date . As of March 31, 2023 , the Company has no t sold any shares of common stock under the Equity Purchase Agreement. At-the-Market Offering In December 2022, the Company entered into a sales agreement with Guggenheim Securities, LLC to issue and sell up to $ 23.0 million shares of the Company’s common stock, or the 2022 ATM. The compensation payable to Guggenheim is equal to 3.0 % of the gross sales price of any shares sold through it pursuant to the sales agreement. As of March 31, 2023 , the Company has no t sold any shares of common stock under the 2022 ATM. |
Common Stock Warrants
Common Stock Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Common Stock Warrants | Note 10. Common Stock Warrants The following table sets forth the common stock warrants outstanding as of March 31, 2023 (in thousands, except exercise price per warrant): Type Classification Expiration Date Exercise Price per Share Number of Warrants Fair Value Public Warrants Liability August 12, 2026 $ 11.50 2,733 $ 273 PIPE Warrants Liability August 12, 2026 11.50 3,174 318 Total 5,907 $ 591 Public Warrants Each whole Public Warrant entitles the holder to purchase one share of the Company’s common stock at a price of $ 11.50 per share, at any time commencing on November 23, 2021 and terminating at the earlier of August 12, 2026 or upon redemption or liquidation. The exercise price and number of shares issuable upon exercise of the Public Warrants may be adjusted in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. The Company would not be obligated to deliver any shares of common stock pursuant to the exercise of a Public Warrant and would have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the common stock underlying the Public Warrants is then effective. If the Company fails to have maintained an effective registration statement, the Public Warrant holders have the right to exercise the Public Warrants on a cashless basis until such time as there is an effective registration statement. The Company may redeem the outstanding Public Warrants at a price of $ 0.01 per warrant if the closing price of common stock equals or exceeds $ 18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and similar transaction). Additionally, the Company may redeem the outstanding Public Warrants at a price of $ 0.10 per warrant if the closing price of common stock equals or exceeds $ 10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and similar transaction). Notice of redemption shall be mailed to the Public Warrant holders no less than 30 days prior to the redemption date, or the Redemption Period. If the closing price of common stock equals or exceeds $ 10.00 per share and is less than $ 18.00 per share, during the Redemption Period, the Public Warrant holders may elect to exercise their Public Warrants on a cashless basis based on a make-whole table. In no event will the Company be required to net cash settle the Public Warrants. The Public Warrant holders do not have the rights or privileges of common stockholders and any voting rights until they exercise their Public Warrants and receive common stock. PIPE Warrants Each whole PIPE Warrant entitles the holder to purchase one share of the Company’s common stock at a price of $ 11.50 per share, at any time commencing on November 23, 2021 and terminating on August 12, 2026 . The PIPE Warrants are the same in all respects as the Public Warrants except that the PIPE Warrants were not redeemable before August 12, 2022. On March 31, 2023, the Company entered into an amended and restated warrant agreement with Continental Stock Transfer & Trust Company as warrant agent, or the PIPE Warrant Agreement. PIPE Warrants may be converted into Public Warrants on transfer pursuant to the terms of the PIPE Warrant Agreement. As of March 31, 2023, no PIPE Warrants were converted into Public Warrants. Classification The Public Warrants and PIPE Warrants are not considered indexed to the Company’s common stock as certain provisions of the warrant agreements could change the settlement amount of these warrants. As a result, they were classified as liabilities and recorded at fair value with subsequent change in their respective fair value recognized in other income (expense), net within the unaudited condensed consolidated statements of operations and comprehensive loss. See Note 3 for the discussion of warrant valuations. |
Stock Based Compensation Plan
Stock Based Compensation Plan | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation Plan | Note 11. Stock-Based Compensation Plan The Company maintains the 2021 Equity Incentive Plan, or the 2021 Plan, which provides for the granting of stock awards to employees, directors and consultants. Options granted under the 2021 Plan may be either incentive stock options or nonqualified stock options. Options granted under the 2021 Plan expire no later than 10 years from the date of grant. Options under the 2021 Plan generally vest over four years. As of March 31, 2023, there were 4.4 million shares of common stock available for issuance under the 2021 Plan. The Company maintains the 2021 Employee Stock Purchase Plan, or the ESPP, which allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15 % of their eligible compensation, subject to plan limitations. An offering period under the ESPP consists of four six-month purchase periods, unless otherwise determined by the Company. The eligible employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the purchase day . As of March 31, 2023 , there were 1.0 million shares of common stock available for issuance under the ESPP. During the three months ended March 31, 2023, no shares were issued under the ESPP. Stock Options A summary of stock option activity is set forth below (shares in thousands): Options Outstanding Weighted Average Aggregate Average Remaining Intrinsic Number of Exercise Contractual Life Value Options Price (In years) (In thousands) Outstanding – December 31, 2022 3,896 $ 2.43 8.44 Granted 1,603 0.89 Forfeited ( 366 ) 2.58 Expired ( 1 ) 1.87 Outstanding – March 31, 2023 5,132 1.94 8.32 $ 11 Exercisable – March 31, 2023 1,728 1.95 6.49 2 The aggregate intrinsic value of options outstanding and exercisable are the difference between the exercise price of the options and the fair value of the Company’s common stock at March 31, 2023. During the three months ended March 31, 2023 and 2022, the Company granted options with a weighted-average grant-date fair value of $ 0.66 per share and $ 2.39 per share, respectively. The fair value of options is estimated at the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions: Three Months Ended March 31, 2023 2022 Expected term (in years) 5.89 6.03 Expected volatility 85.82 % 80.15 % Risk-free rate 3.93 % 1.59 % Dividend yield — — Restricted Stock Awards The following table summarizes the Company’s restricted stock award activity (shares in thousands): Weighted- Average Number of Grant-Date Shares Fair Value RSAs, unvested at December 31, 2022 105 $ 9.74 Vested ( 12 ) 9.68 RSAs, unvested at March 31, 2023 93 9.75 The fair value of restricted stock awards vested during the three months ended March 31, 2023 and 2022 was de minimis and $ 0.1 million, respectively. Stock-Based Compensation The total stock-based compensation expense recorded in the unaudited condensed consolidated statements of operations and comprehensive loss was as follows (in thousands): Three Months Ended March 31, 2023 2022 Research and development $ 343 $ 333 General and administrative 786 583 Total stock-based compensation expense $ 1,129 $ 916 As of March 31, 2023, there was approximately $ 8.9 million of stock-based compensation expense to be recognized over a weighted-average period of approximately 2.0 years . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America, or GAAP, and pursuant to the regulations of the U.S. Securities and Exchange Commission, or SEC. As permitted under those rules, certain notes or other financial information that are normally required by GAAP have been condensed or omitted and accordingly, the consolidated balance sheet as of December 31, 2022 has been derived from the Company’s audited consolidated financial statements at that date but does not include all of the information required by GAAP for complete consolidated financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) that are necessary for a fair presentation of the Company’s consolidated financial statements. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ended December 31, 2023 or for any other interim period or future year. The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K , filed with the SEC on March 31, 2023. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions made in the accompanying unaudited condensed consolidated financial statements include, but are not limited to, revenue recognition, certain accrued expenses for research and development activities and stock-based compensation expense. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could materially differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist of cash, cash equivalents and marketable securities. The Company's cash is held by one financial institution that may at times exceed federally insured limits. However, the Company’s exposure to credit risk in the event of default by the financial institution is limited to the extent of amounts recorded on the unaudited condensed consolidated balance sheets. The Company believes it is not exposed to significant credit risk on cash. The Company's policy is to invest cash in institutional money market funds and marketable securities with high credit quality to limit the amount of credit exposure. The Company currently maintains a portfolio of cash equivalents and marketable securities in a variety of securities, including money market funds, U.S. government bonds, commercial paper and corporate debt securities. The Company has not experienced any losses on its cash equivalents and marketable securities. |
Marketable Securities | Marketable Securities The Company invests its excess cash in U.S. government bonds, commercial paper and corporate debt securities. All marketable securities have been classified as available-for-sale and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. The Company does not buy or hold securities principally for the purpose of selling them in the near future. The Company’s policy is focused on the preservation of capital, liquidity and return. From time to time, the Company may sell certain securities, but the objectives are generally not to generate profits on short-term differences in price. Short-term marketable securities have maturities less than or equal to one year as of the balance sheet date. Long-term marketable securities have maturities greater than one year as of the balance sheet date. These marketable securities are carried at estimated fair value with unrealized holding gains or losses included in accumulated other comprehensive loss in stockholders’ equity until realized. Gains and losses on marketable security transactions are reported on the specific-identification method. Interest income is recognized in the unaudited condensed consolidated statements of operations and comprehensive loss when earned. The Company periodically evaluates its available-for-sale marketable securities for impairment. When the fair value of a marketable security is below its amortized cost basis, the amortized cost is reduced to its fair value if it is more likely than not that the Company is required to sell the impaired security before recovery of its amortized cost, or the Company has the intention to sell the security. If neither of these conditions are met, the Company determines whether the impairment is due to credit losses by comparing the present value of the expected cash flows of the security with its amortized cost basis. The amount of impairment recognized is limited to the excess of the amortized cost basis over the fair value of the security. An allowance for credit losses for the excess of amortized cost basis over the expected cash flows, if any, is recorded in other income (expense), net on the unaudited condensed consolidated statements of operations. Impairment losses that are not credit-related are included in accumulated other comprehensive loss in stockholders’ equity. |
Warrant Liabilities | Warrant Liabilities The Company's warrants were classified as liabilities. At the end of each reporting period, any changes in fair value during the period are recognized in other income (expense), net within the unaudited condensed consolidated statements of operations and comprehensive loss. The Company will continue to adjust the warrant liabilities for changes in the fair value until the earlier of a) the exercise or expiration of the warrants or b) the redemption of the warrants, at which time such warrants will be reclassified to additional paid-in capital. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (Topic 606) , when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for these goods or services. To determine revenue recognition for the arrangement that is within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services transferred to the customer. At contract inception, the Company assesses the goods or services promised within the contract, determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes revenue for the amount of the transaction price that is allocated to the respective performance obligations when or as the performance obligations are satisfied. The Company constrains its estimate of the transaction price up to the amount (the variable consideration constraint) that a significant reversal of recognized revenue is not probable. The Company records accounts receivable for amounts billed to the customer for which the Company has an unconditional right to consideration. The Company assesses accounts receivable for impairment and, to date, no impairment losses have been recorded. The Company has a Collaboration and Licensing Agreement, or CLA, with Boehringer Ingelheim International GmbH, or BI, to which the Company licensed certain rights to its intellectual property that is determined within the scope of ASC 606. The terms of the CLA include payment to the Company of a non-refundable upfront payment, development, regulatory and commercial milestone payments and royalties on net sales of licensed products. Licenses of Intellectual Property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promised goods or services, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable upfront fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone Payments: At contract inception, the Company using the most likely amount method evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. If it is probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received or the underlying activity has been completed. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue in the period of adjustment. Royalties: The Company will recognize sales-based royalties as revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalties that have been allocated have been satisfied (or partially satisfied). The incremental costs of obtaining a customer contract are expensed as and when incurred if the amortization period of the asset that would have been recognized is one year or less. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing the net loss attributable to common stock by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive securities. Since the Company was in a loss position for the periods presented, basic net loss per share is the same as diluted net loss per share as the effects of the potentially dilutive securities are antidilutive. The following table presents the potential shares of common stock outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive (in thousands): March 31, 2023 2022 Options outstanding 5,132 3,336 Unvested restricted stock 93 143 Unvested common stock subject to repurchase 9 53 Warrants to purchase common stock 5,907 7,219 Total 11,141 10,751 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the potential shares of common stock outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive (in thousands): March 31, 2023 2022 Options outstanding 5,132 3,336 Unvested restricted stock 93 143 Unvested common stock subject to repurchase 9 53 Warrants to purchase common stock 5,907 7,219 Total 11,141 10,751 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables summarize the Company’s financial assets and liabilities that are measured at fair value on a recurring basis (in thousands): As of March 31, 2023 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 18,530 $ — $ — $ 18,530 Commercial paper — 8,736 — 8,736 Corporate bonds — 7,332 — 7,332 Government bonds — 17,869 — 17,869 Total financial assets measured at fair value $ 18,530 $ 33,937 $ — $ 52,467 Liabilities (2) : Public Warrants $ 273 $ — $ — $ 273 PIPE Warrants — 318 — 318 Total financial liabilities measured at fair value $ 273 $ 318 $ — $ 591 As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 9,194 $ — $ — $ 9,194 Commercial paper — 22,549 — 22,549 Corporate bonds — 10,797 — 10,797 Government bonds — 17,802 — 17,802 Government agency debt securities (1) — 3,982 — 3,982 Total financial assets measured at fair value $ 9,194 $ 55,130 $ — $ 64,324 Liabilities (2) : Public Warrants $ 151 $ — $ — $ 151 PIPE Warrants — 175 — 175 Total financial liabilities measured at fair value $ 151 $ 175 $ — $ 326 (1) They are included in cash and cash equivalents on the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022 . (2) See Note 10. |
Schedule of Marketable Securities by Security Type | The following tables provide the Company’s marketable securities by security type (in thousands): As of March 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $ 8,736 $ — $ — $ 8,736 Corporate bonds 7,335 — ( 3 ) 7,332 Government bonds 17,916 5 ( 52 ) 17,869 Total short-term marketable securities $ 33,987 $ 5 $ ( 55 ) $ 33,937 As of December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $ 22,549 $ — $ — $ 22,549 Corporate bonds 10,817 1 ( 21 ) 10,797 Government bonds 18,023 — ( 221 ) 17,802 Total short-term marketable securities $ 51,389 $ 1 $ ( 242 ) $ 51,148 |
Schedule Of Unrealized Loss On Investments | The following table indicates the length of the time that individual securities have been in a continuous unrealized loss position (dollars in thousands): As of March 31, 2023 As of December 31, 2022 Less Than 12 Months Less Than 12 Months Number of Investments Fair Value Unrealized Losses Number of Investments Fair Value Unrealized Losses Corporate bonds 2 $ 4,242 $ 3 4 $ 9,719 $ 21 Government bonds 2 11,947 52 3 17,802 221 Total 4 $ 16,189 $ 55 7 $ 27,521 $ 242 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Accrued Liabilities | Accrued and other liabilities consist of the following (in thousands): March 31, December 31, 2023 2022 Accrued payroll and related expenses $ 1,870 $ 3,964 Accrued research and development expenses 2,054 1,665 Accrued restructuring charges 481 — Accrued professional service fees 432 638 Liability for early exercised stock options 38 89 Other 449 492 Accrued and other liabilities $ 5,324 $ 6,848 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring Reserve [Abstract] | |
ScheduleOfRestructuringAndRelatedCosts | The outstanding restructuring liabilities are included in accrued and other liabilities on the condensed consolidated balance sheets. The following table summarizes activity during the three months ended March 31, 2023 (in thousands): Employee Severance and Benefits Balance, December 31, 2022 $ — Restructuring charges 1,207 Cash payments ( 726 ) Balance, March 31, 2023 $ 481 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Lessee, Operating Lease, Liability, Maturity | Aggregate future minimum rental payments under the operating leases as of March 31, 2023, were as follows (in thousands): Remaining nine months ending December 31, 2023 $ 1,960 Year ending December 31, 2024 2,670 Year ending December 31, 2025 891 Total lease payments 5,521 Less: Imputed interest ( 444 ) Operating lease liabilities $ 5,077 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Common Stock Warrants Outstanding | The following table sets forth the common stock warrants outstanding as of March 31, 2023 (in thousands, except exercise price per warrant): Type Classification Expiration Date Exercise Price per Share Number of Warrants Fair Value Public Warrants Liability August 12, 2026 $ 11.50 2,733 $ 273 PIPE Warrants Liability August 12, 2026 11.50 3,174 318 Total 5,907 $ 591 |
Stock Based Compensation Plan (
Stock Based Compensation Plan (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity is set forth below (shares in thousands): Options Outstanding Weighted Average Aggregate Average Remaining Intrinsic Number of Exercise Contractual Life Value Options Price (In years) (In thousands) Outstanding – December 31, 2022 3,896 $ 2.43 8.44 Granted 1,603 0.89 Forfeited ( 366 ) 2.58 Expired ( 1 ) 1.87 Outstanding – March 31, 2023 5,132 1.94 8.32 $ 11 Exercisable – March 31, 2023 1,728 1.95 6.49 2 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of options is estimated at the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions: Three Months Ended March 31, 2023 2022 Expected term (in years) 5.89 6.03 Expected volatility 85.82 % 80.15 % Risk-free rate 3.93 % 1.59 % Dividend yield — — |
Summary of RSA Activity | The following table summarizes the Company’s restricted stock award activity (shares in thousands): Weighted- Average Number of Grant-Date Shares Fair Value RSAs, unvested at December 31, 2022 105 $ 9.74 Vested ( 12 ) 9.68 RSAs, unvested at March 31, 2023 93 9.75 |
Schedule of Stock-Based Compensation Expense | The total stock-based compensation expense recorded in the unaudited condensed consolidated statements of operations and comprehensive loss was as follows (in thousands): Three Months Ended March 31, 2023 2022 Research and development $ 343 $ 333 General and administrative 786 583 Total stock-based compensation expense $ 1,129 $ 916 |
Organization and Business - Add
Organization and Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Subsidiary Sale Of Stock [Line Items] | |||
Common stock warrants exercise price per share | $ 11.50 | ||
Cash, cash equivalents and marketable securities | $ 61,700 | ||
Net Income (Loss) | (14,297) | $ (7,947) | |
Loss from operations | (14,592) | (14,493) | |
Net cash used in Operation | (14,170) | $ (18,374) | |
Accumulated deficit | $ (192,950) | $ (178,653) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 11,141 | 10,751 |
Options Outstanding [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 5,132 | 3,336 |
Restricted Stock Award [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 93 | 143 |
Unvested common stock subject to repurchase [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 9 | 53 |
Warrants To Purchase Common Stock [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 5,907 | 7,219 |
Recapitalization - Additional I
Recapitalization - Additional Information (Details) - shares | Mar. 31, 2023 | Dec. 31, 2022 |
Subsidiary Sale Of Stock [Line Items] | ||
Common shares, shares outstanding | 30,079,000 | 30,088,000 |
Common shares, shares issued | 30,079,000 | 30,088,000 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | ||
Assets: | ||||
Assets | $ 52,467 | $ 64,324 | ||
Liabilities: | ||||
Liabilities | 591 | 326 | [1] | |
Money Market Funds | ||||
Assets: | ||||
Assets | [2] | 18,530 | 9,194 | |
Commercial Paper | ||||
Assets: | ||||
Assets | 8,736 | 22,549 | ||
Corporate Bonds | ||||
Assets: | ||||
Assets | 7,332 | 10,797 | ||
Government bonds | ||||
Assets: | ||||
Assets | 17,869 | 17,802 | ||
Public Warrants | ||||
Liabilities: | ||||
Liabilities | 273 | 151 | [1] | |
PIPE Warrants | ||||
Liabilities: | ||||
Liabilities | 318 | 175 | [1] | |
Government agency debt securities | ||||
Assets: | ||||
Assets | [2] | 3,982 | ||
Level 1 | ||||
Assets: | ||||
Assets | 18,530 | 9,194 | ||
Liabilities: | ||||
Liabilities | [1] | 273 | 151 | |
Level 1 | Money Market Funds | ||||
Assets: | ||||
Assets | [2] | 18,530 | 9,194 | |
Level 1 | Commercial Paper | ||||
Assets: | ||||
Assets | 0 | 0 | ||
Level 1 | Corporate Bonds | ||||
Assets: | ||||
Assets | 0 | 0 | ||
Level 1 | Government bonds | ||||
Assets: | ||||
Assets | 0 | 0 | ||
Level 1 | Public Warrants | ||||
Liabilities: | ||||
Liabilities | 273 | 151 | [1] | |
Level 1 | PIPE Warrants | ||||
Liabilities: | ||||
Liabilities | 0 | 0 | [1] | |
Level 1 | Government agency debt securities | ||||
Assets: | ||||
Assets | [2] | 0 | ||
Level 2 | ||||
Assets: | ||||
Assets | 33,937 | 55,130 | ||
Liabilities: | ||||
Liabilities | 318 | 175 | [1] | |
Level 2 | Money Market Funds | ||||
Assets: | ||||
Assets | 0 | 0 | [2] | |
Level 2 | Commercial Paper | ||||
Assets: | ||||
Assets | 8,736 | 22,549 | ||
Level 2 | Corporate Bonds | ||||
Assets: | ||||
Assets | 7,332 | 10,797 | ||
Level 2 | Government bonds | ||||
Assets: | ||||
Assets | 17,869 | 17,802 | ||
Level 2 | Public Warrants | ||||
Liabilities: | ||||
Liabilities | 0 | 0 | [1] | |
Level 2 | PIPE Warrants | ||||
Liabilities: | ||||
Liabilities | 318 | 175 | [1] | |
Level 2 | Government agency debt securities | ||||
Assets: | ||||
Assets | [2] | 3,982 | ||
Level 3 | ||||
Assets: | ||||
Assets | 0 | 0 | ||
Liabilities: | ||||
Liabilities | 0 | 0 | [1] | |
Level 3 | Money Market Funds | ||||
Assets: | ||||
Assets | 0 | 0 | [2] | |
Level 3 | Commercial Paper | ||||
Assets: | ||||
Assets | 0 | 0 | ||
Level 3 | Corporate Bonds | ||||
Assets: | ||||
Assets | 0 | 0 | ||
Level 3 | Government bonds | ||||
Assets: | ||||
Assets | 0 | 0 | ||
Level 3 | Public Warrants | ||||
Liabilities: | ||||
Liabilities | 0 | 0 | [1] | |
Level 3 | PIPE Warrants | ||||
Liabilities: | ||||
Liabilities | $ 0 | 0 | [1] | |
Level 3 | Government agency debt securities | ||||
Assets: | ||||
Assets | [2] | $ 0 | ||
[1] See Note 10. are included in cash and cash equivalents on the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022 . |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Other than temporary impairment losses | $ | $ 0 |
PIPE Warrants | Maximum [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Stock price to redeem warrants | $ 18 |
PIPE Warrants | Minimum [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Stock price to redeem warrants | $ 10 |
Measurement Input, Expected Dividend Rate | PIPE Warrants | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Alternative Investment, Measurement Input | 0 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Marketable Securities by Security Type (Details) $ in Thousands | Mar. 31, 2023 USD ($) Investments | Dec. 31, 2022 USD ($) Investments |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost Current | $ 33,987 | $ 51,389 |
Gross Unrealized Gains, Current | 5 | 1 |
Gross Unrealized Losses, Current | (55) | (242) |
Fair Value, Current | $ 33,937 | $ 51,148 |
Number Of Positions | Investments | Investments | 4 | 7 |
Less then 12 Months, Fair Value | $ 16,189 | $ 27,521 |
Less then 12 Months, Unrealized Losses | 55 | 242 |
Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost Current | 8,736 | 22,549 |
Gross Unrealized Gains, Current | 0 | 0 |
Gross Unrealized Losses, Current | 0 | 0 |
Fair Value, Current | 8,736 | 22,549 |
Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost Current | 7,335 | 10,817 |
Gross Unrealized Gains, Current | 0 | 1 |
Gross Unrealized Losses, Current | 3 | (21) |
Fair Value, Current | $ 7,332 | $ 10,797 |
Number Of Positions | Investments | Investments | 2 | 4 |
Less then 12 Months, Fair Value | $ 4,242 | $ 9,719 |
Less then 12 Months, Unrealized Losses | 3 | 21 |
Government bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost Current | 17,916 | |
Amortized Cost, Non-current | 18,023 | |
Gross Unrealized Gains, Current | 5 | |
Gross Unrealized Gains, Non-current | 0 | |
Gross Unrealized Losses, Current | 52 | |
Gross Unrealized Losses, Non-current | (221) | |
Fair Value, Current | $ 17,869 | |
Fair Value, Non-current | $ 17,802 | |
Number Of Positions | Investments | Investments | 2 | 3 |
Less then 12 Months, Fair Value | $ 11,947 | $ 17,802 |
Less then 12 Months, Unrealized Losses | $ 52 | $ 221 |
Fair Value Measurement - Sche_3
Fair Value Measurement - Schedule of Individual Securities Unrealized Loss Position (Details) $ in Thousands | Mar. 31, 2023 USD ($) Investments | Dec. 31, 2022 USD ($) Investments |
Debt Securities, Available-for-Sale [Line Items] | ||
Number Of Positions | Investments | Investments | 4 | 7 |
Less then 12 Months, Fair Value | $ 16,189 | $ 27,521 |
Less then 12 Months, Unrealized Losses | $ 55 | $ 242 |
Corporate Bond [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Number Of Positions | Investments | Investments | 2 | 4 |
Less then 12 Months, Fair Value | $ 4,242 | $ 9,719 |
Less then 12 Months, Unrealized Losses | $ 3 | $ 21 |
Government bonds [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Number Of Positions | Investments | Investments | 2 | 3 |
Less then 12 Months, Fair Value | $ 11,947 | $ 17,802 |
Less then 12 Months, Unrealized Losses | $ 52 | $ 221 |
Balance Sheet Component - Sched
Balance Sheet Component - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Prepaid expenses and other current assets | $ 3,310 | $ 3,489 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued payroll and related expenses | $ 1,870 | $ 3,964 |
Accrued research and development expenses | 2,054 | 1,665 |
Accrued restructuring charges | 481 | 0 |
Accrued professional service fees | 432 | 638 |
Liability for early exercised stock options | 38 | 89 |
Other | 449 | 492 |
Accrued and other liabilities | $ 5,324 | $ 6,848 |
Restructuring (Additional Infor
Restructuring (Additional Information) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Restructuring Reserve [Abstract] | |
Restructuring Charges | $ 1,207 |
Reduction in workforce | 25% |
Restructuring - Schedule of out
Restructuring - Schedule of outstanding restructuring liabilities on the condensed consolidated balance sheets (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Restructuring Reserve [Abstract] | |
Restructuring begining balance | $ 0 |
Restructuring Charges | 1,207 |
Cash payments | (726) |
Restructuring ending balance | $ 481 |
Collaboration and License Agr_2
Collaboration and License Agreements (Additional Information) (Details) - Collaboration and License Agreement with BI [Member] - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Nov. 30, 2022 | Oct. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items | ||||
Non-refundable upfront payment received | $ 12.5 | |||
Success-based milestone payments | 587 | |||
Upfront payment | $ 10.5 | |||
Associated withholding tax | 2 | |||
Transaction price | $ 12.5 | |||
Accounts Receivable [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items | ||||
Associated withholding tax | $ 2 | $ 2 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Aug. 31, 2016 ft² | |
Lessee, Lease, Description [Line Items] | ||||
Restricted cash | $ 405 | $ 405 | ||
Operating Lease, Expense | 400 | $ 500 | ||
CALIFORNIA | Eight Years [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Area of Real Estate Property | ft² | 32,813 | |||
Restricted Cash | $ 400 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary Of Lessee, Operating Lease, Liability, Maturity (Detail) $ in Thousands | Mar. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remaining nine months ending December 31, 2023 | $ 1,960 |
Year ending December 31, 2024 | 2,670 |
Year ending December 31, 2025 | 891 |
Total lease payments | 5,521 |
Less: Imputed interest | (444) |
Operating lease liabilities | $ 5,077 |
License Agreements - Additional
License Agreements - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Jun. 30, 2018 | Sep. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2023 | Mar. 31, 2022 | |
License Agreements [Line Items] | |||||
Research and development expense | $ 8,086 | $ 9,371 | |||
Stanford License Agreements [Member] | Stanford [Member] | |||||
License Agreements [Line Items] | |||||
Payments for milestone agreement or earned royalties on achievement of milestones | $ 5,000 | ||||
Payments for achievement of specified development and regulatory milestones | $ 400 | ||||
Payments for milestone agreement on achievement of milestones | 0 | ||||
Stanford License Agreements [Member] | Stanford [Member] | Maximum | |||||
License Agreements [Line Items] | |||||
Payments for milestone agreement or earned royalties on achievement of milestones | $ 900 | ||||
UCSF License And Option Agreements [Member] | Stanford [Member] | |||||
License Agreements [Line Items] | |||||
Payments for milestone agreement on achievement of milestones | 0 | ||||
Distributed Bio Subscription Agreement [Member] | |||||
License Agreements [Line Items] | |||||
Payments for achievement of specified development and regulatory milestones | $ 5,900 | ||||
Distributed Bio Subscription Agreement [Member] | Stanford [Member] | |||||
License Agreements [Line Items] | |||||
Research and development expense | $ 100 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Common shares, shares issued | 30,079,000 | 30,088,000 | |
Common stock issued | $ 3 | $ 3 | |
Maximum | |||
Sale of Stock, Consideration Received on Transaction | $ 3,500 | ||
Closing Sale Price Below 10.00 per share [Member] | Maximum | |||
Common shares, shares issued | 35,000 | ||
Closing Sale Price Below 12.00 per share [Member] | |||
Common stock per share | $ 12 | ||
Closing Sale Price Below 12.00 per share [Member] | Maximum | |||
Common shares, shares issued | 40,000 | ||
Lincoln Park [Member] | |||
Common shares, shares issued | 100,000 | 0 | |
Common stock with the fair value | $ 300 | ||
Common stock per share | $ 1 | ||
Description of common stock closing sale transaction | The Regular Purchase Share Limit may be increased to up to 35,000 shares and 40,000 shares if the closing price of the Company’s common stock is not below $10.00 per share and $12.00 per share, respectively. Any single purchase of the Company’s common stock shall not exceed $3.5 million. | ||
Sole discretion purchase common stock | 30,000 | ||
Payments of Stock Issuance Costs | $ 100 | ||
Purchase price of additional shares | purchase price per share equal to 96% of the lower of (i) the closing price of the Company’s common stock on the purchase date and (ii) the volume weighted average price of the Company’s common stock on the purchase date. | ||
Stock issued during period shares new shares | 0 | ||
Lincoln Park [Member] | Maximum | |||
Sale of Stock, Consideration Received on Transaction | $ 50,000 | ||
Purchase of additional shares | 500,000 | ||
Lincoln Park [Member] | Minimum | |||
Sale of Stock, Consideration Received on Transaction | $ 30,000 | ||
Lincoln Park [Member] | Closing Sale Price Below 10.00 per share [Member] | |||
Common stock per share | $ 10 | ||
Guggenheim Securities, LLC [Member] | |||
Common stock issued | $ 23,000 | ||
Compensation payable | 3% |
Common Stock Warrants - Additio
Common Stock Warrants - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Common Stock Warrants Outstanding | shares | 5,907,000 |
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1 | $ 11.50 |
Common Stock Warrants Expiration Date | Aug. 12, 2026 |
Warrant Redemption Condition Minimum Share Price Scenario Two | $ 18 |
Public Warrants | |
Common Stock Warrants Outstanding | shares | 2,733,000 |
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1 | $ 11.50 |
Common Stock Warrants Expiration Date | Aug. 12, 2026 |
Warrant Redemption Period | 30 days |
Warrant redemption condition minimum share price scenario one | $ 10 |
Public Warrants | Common Stock, Closing Price equals or Exceeds $18 Per Share [Member] | |
Redemption Price Per Public Warrant | 0.01 |
Issuance of common stock Per Share | 18 |
Public Warrants | Common Stock, Closing Price equals or Exceeds $10 Per Share [Member] | |
Redemption Price Per Public Warrant | 0.10 |
Issuance of common stock Per Share | $ 10 |
PIPE Warrants | |
Common Stock Warrants Outstanding | shares | 3,174,000 |
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1 | $ 11.50 |
Common Stock Warrants Expiration Date | Aug. 12, 2026 |
Number of shares converted | shares | 0 |
Common Stock Warrants - (Detail
Common Stock Warrants - (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Class Of Warrant Or Right [Line Items] | |
Common Stock Warrants Expiration Date | Aug. 12, 2026 |
Common stock warrants exercise price per share | $ / shares | $ 11.50 |
Common Stock Warrants Outstanding | shares | 5,907,000 |
Fair Value | $ | $ 591 |
Public Warrants | |
Class Of Warrant Or Right [Line Items] | |
Common Stock Warrant Classification | Liability |
Common Stock Warrants Expiration Date | Aug. 12, 2026 |
Common stock warrants exercise price per share | $ / shares | $ 11.50 |
Common Stock Warrants Outstanding | shares | 2,733,000 |
Fair Value | $ | $ 273 |
PIPE Warrants | |
Class Of Warrant Or Right [Line Items] | |
Common Stock Warrant Classification | Liability |
Common Stock Warrants Expiration Date | Aug. 12, 2026 |
Common stock warrants exercise price per share | $ / shares | $ 11.50 |
Common Stock Warrants Outstanding | shares | 3,174,000 |
Fair Value | $ | $ 318 |
Stock Based Compensation Plan -
Stock Based Compensation Plan - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted average grant date fair value/shares | $ 0.66 | $ 2.39 |
Unrecognized stock based compensation expense | $ 8.9 | |
Weighted-average period | 2 years | |
RSA | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value of RSAs vested | $ 0.1 | |
2021 Stock Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares reserved for future issuance | 4.4 | |
Options | 2021 Stock Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Description of modification of options | Options under the 2021 Plan generally vest over four years. | |
Options | Maximum | 2021 Stock Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expiration period | 10 years | |
Employee Stock Purchase Plan [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares reserved for future issuance | 1 | |
Percentage of discount payroll deductions | 15% | |
Common Stock Trading Discription | The eligible employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the purchase day |
Stock Based Compensation Plan_2
Stock Based Compensation Plan - Summary of Stock Option Activity for Company's Stock Option Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options Outstanding Beginning Balance | 3,896 | |
Number of Options Granted | 1,603 | |
Number of options Forfeited | (366) | |
Number of Options Expired | (1) | |
Number of Options Outstanding Ending Balance | 5,132 | 3,896 |
Number of Options outstanding and exercisable | 1,728 | |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 2.43 | |
Weighted Average Exercise Price Granted | 0.89 | |
Weighted Average Exercise Price Forfeited | 2.58 | |
Weighted Average Exercise Price Expired | 1.87 | |
Weighted Average Exercise Price Outstanding, Ending Balance | 1.94 | $ 2.43 |
Weighted Average Exercise Price Options outstanding and exercisable | $ 1.95 | |
Weighted Average Remaining Contractual Life (In Years) | 8 years 3 months 25 days | 8 years 5 months 8 days |
Weighted Average Remaining Contractual Life, exercisable (In Years) | 6 years 5 months 26 days | |
Aggregate Intrinsic Value | $ 11 | |
Aggregate Intrinsic Value Options outstanding and exercisable | $ 2 |
Stock Based Compensation Plan_3
Stock Based Compensation Plan - Schedule of Weighted Average Assumptions Used to Estimate Fair Value of Options (Details) - Stock Option | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 10 months 20 days | 6 years 10 days |
Expected volatility | 85.82% | 80.15% |
Risk-free rate | 3.93% | 1.59% |
Dividend yield | 0% | 0% |
Stock Based Compensation Plan_4
Stock Based Compensation Plan - Summary of RSA Activity (Details) - RSA shares in Thousands | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares RSAs, unvested, Beginning Balance | shares | 105 |
Number of Shares RSAs, Vested | shares | (12) |
Number of Shares RSAs, unvested, Ending Balance | shares | 93 |
Weighted Average Grant Date Fair Value RSAs, Unvested Beginning Balance | $ / shares | $ 9.74 |
Weighted Average Grant Date Fair Value RSAs, Vested | $ / shares | 9.68 |
Weighted Average Grant Date Fair Value RSAs, Unvested Ending Balance | $ / shares | $ 9.75 |
Stock Based Compensation Plan_5
Stock Based Compensation Plan - Schedule of Stock-Based Compensation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
General and administrative | $ 5,299 | $ 5,122 |
Total stock-based compensation expense | 1,129 | 916 |
Research and Development Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Research and development | 343 | 333 |
General and Administrative Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
General and administrative | $ 786 | $ 583 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - shares | Mar. 31, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | ||
Stock options | 5,132 | 3,896 |