Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 06, 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41058 | |
Entity Registrant Name | Vaxxinity, Inc. | |
Entity Tax Identification Number | 86-2083865 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 505 Odyssey Way | |
Entity Address, State or Province | FL | |
Entity Address, City or Town | Merritt Island | |
City Area Code | 254 | |
Entity Address, Postal Zip Code | 32953 | |
Local Phone Number | 244-5739 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | VAXX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity Central Index Key | 0001851657 | |
Amendment Flag | false | |
Class A Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 112,871,792 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 13,874,132 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 17,395 | $ 33,475 |
Short-term investments | 25,124 | 53,352 |
Restricted cash | 206 | 1,095 |
Amounts due from related parties | 407 | 414 |
Prepaid expenses and other current assets | 3,224 | 5,551 |
Total current assets | 46,356 | 93,887 |
Property and equipment, net | 11,123 | 12,512 |
Total assets | 57,479 | 106,399 |
Current liabilities: | ||
Accounts payable | 2,974 | 5,295 |
Amounts due to related parties | 12,512 | 12,772 |
Accrued expenses and other current liabilities | 4,744 | 11,370 |
Note payable, net of debt issuance cost | 402 | 391 |
Note payable to related party | 929 | 1,113 |
Total current liabilities | 21,561 | 30,941 |
Other liabilities: | ||
Note payable, net of debt issuance cost, net of current portion | 9,630 | 9,933 |
Note payable to related party, net of current portion | 2,347 | 3,112 |
Other long-term liabilities | 236 | 236 |
Total liabilities | 33,774 | 44,222 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity: | ||
Additional paid-in capital | 373,678 | 366,798 |
Accumulated other comprehensive loss | (7) | (197) |
Accumulated deficit | (350,245) | (304,703) |
Total stockholders' equity | 23,705 | 62,177 |
Total liabilities and stockholders' equity | 57,479 | 106,399 |
Class A Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock: | 278 | 278 |
Class B Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock: | $ 1 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Class A Common Stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 112,871,792 | 112,182,750 |
Common stock, shares outstanding | 112,871,792 | 112,182,750 |
Class B Common Stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 13,874,132 | 13,874,132 |
Common stock, shares outstanding | 13,874,132 | 13,874,132 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Other Comprehensive Loss (Income) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating expenses: | ||||
Research and development | $ 7,910 | $ 12,468 | $ 27,679 | $ 34,609 |
General and administrative | 5,535 | 7,300 | 18,956 | 20,546 |
Total operating expenses | 13,445 | 19,768 | 46,635 | 55,155 |
Loss from operations | (13,445) | (19,768) | (46,635) | (55,155) |
Other (income) expense: | ||||
Interest and other expense | 176 | 54 | 514 | 264 |
Interest and other income | (512) | (545) | (1,657) | (625) |
(Gain) loss on foreign currency transactions, net | 36 | (25) | 50 | (28) |
Total other (income), net | (300) | (516) | (1,093) | (389) |
Net loss | $ (13,145) | $ (19,252) | $ (45,542) | $ (54,766) |
Net loss per share, basic | $ (0.10) | $ (0.15) | $ (0.36) | $ (0.43) |
Net loss per share, diluted | $ (0.10) | $ (0.15) | $ (0.36) | $ (0.43) |
Weighted average common shares outstanding, basic | 126,736,784 | 126,036,865 | 126,272,546 | 125,899,557 |
Weighted average common shares outstanding, diluted | 126,736,784 | 126,036,865 | 126,272,546 | 125,899,557 |
Other comprehensive (income) loss: | ||||
Unrealized (gain) loss on investments | $ (11) | $ 215 | $ (190) | $ 215 |
Other comprehensive (income) loss | (11) | 215 | (190) | 215 |
Comprehensive loss | $ (13,134) | $ (19,467) | $ (45,352) | $ (54,981) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Class A Common Stock [Member] | Class B Common Stock [Member] | Common Stock [Member] Class A Common Stock [Member] | Common Stock [Member] Class B Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Other Comprehensive (Loss) [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2021 | $ 128,619 | $ 278 | $ 1 | $ 357,821 | $ (229,481) | |||
Beginning balance, common shares at Dec. 31, 2021 | 111,518,094 | 13,874,132 | ||||||
Issuance of common stock upon exercise of stock options, shares | 448,998 | |||||||
Issuance of common stock upon exercise of stock options | 121 | 121 | ||||||
Stock-based compensation expense | 2,178 | 2,178 | ||||||
Net loss | (18,263) | (18,263) | ||||||
Ending balance at Mar. 31, 2022 | 112,655 | $ 278 | $ 1 | 360,120 | (247,744) | |||
Ending balance, common shares at Mar. 31, 2022 | 111,967,092 | 13,874,132 | ||||||
Issuance of common stock upon exercise of stock options, shares | 162,613 | |||||||
Issuance of common stock upon exercise of stock options | 112 | 112 | ||||||
Stock-based compensation expense | 1,826 | 1,826 | ||||||
Net loss | (17,252) | (17,252) | ||||||
Ending balance at Jun. 30, 2022 | 97,341 | $ 278 | $ 1 | 362,058 | (264,996) | |||
Ending balance, common shares at Jun. 30, 2022 | 112,129,705 | 13,874,132 | ||||||
Issuance of common stock upon exercise of stock options, shares | 52,165 | |||||||
Issuance of common stock upon exercise of stock options | 29 | 29 | ||||||
Stock-based compensation expense | 2,357 | 2,357 | ||||||
Net loss | (19,466) | $ (215) | (19,251) | |||||
Ending balance at Sep. 30, 2022 | 80,261 | $ 278 | $ 1 | 364,444 | (215) | (284,247) | ||
Ending balance, common shares at Sep. 30, 2022 | 112,871,792 | 13,874,132 | ||||||
Beginning balance at Dec. 31, 2022 | 62,177 | $ 278 | $ 1 | 366,798 | (197) | (304,703) | ||
Beginning balance, common shares at Dec. 31, 2022 | 112,182,750 | 13,874,132 | 112,182,750 | 13,874,132 | ||||
Issuance of common stock upon exercise of stock options, shares | 6,161 | |||||||
Issuance of common stock upon exercise of stock options | 4 | 4 | ||||||
Stock-based compensation expense | 2,225 | 2,225 | ||||||
Unrealized gain on investments | 148 | 148 | ||||||
Net loss | (18,421) | 0 | (18,421) | |||||
Ending balance at Mar. 31, 2023 | 46,133 | $ 278 | $ 1 | 369,026 | (49) | (323,124) | ||
Ending balance, common shares at Mar. 31, 2023 | 112,188,911 | 13,874,132 | ||||||
Beginning balance at Dec. 31, 2022 | $ 62,177 | $ 278 | $ 1 | 366,798 | (197) | (304,703) | ||
Beginning balance, common shares at Dec. 31, 2022 | 112,182,750 | 13,874,132 | 112,182,750 | 13,874,132 | ||||
Issuance of common stock upon exercise of stock options, shares | 689,042 | |||||||
Ending balance at Sep. 30, 2023 | $ 23,705 | $ 278 | $ 1 | 373,678 | (7) | (350,245) | ||
Ending balance, common shares at Sep. 30, 2023 | 112,871,792 | 13,874,132 | 112,871,792 | 13,874,132 | ||||
Beginning balance at Mar. 31, 2023 | 46,133 | $ 278 | $ 1 | 369,026 | (49) | (323,124) | ||
Beginning balance, common shares at Mar. 31, 2023 | 112,188,911 | 13,874,132 | ||||||
Issuance of common stock upon exercise of stock options, shares | 635,001 | |||||||
Issuance of common stock upon exercise of stock options | 393 | $ 0 | 393 | |||||
Stock-based compensation expense | 2,433 | 2,433 | ||||||
Unrealized gain on investments | 31 | 31 | ||||||
Net loss | (13,977) | (13,977) | ||||||
Ending balance at Jun. 30, 2023 | 35,012 | $ 278 | $ 1 | 371,852 | (18) | (337,101) | ||
Ending balance, common shares at Jun. 30, 2023 | 112,823,912 | 13,874,132 | ||||||
Issuance of common stock upon exercise of stock options, shares | 47,880 | |||||||
Issuance of common stock upon exercise of stock options | 57 | 57 | ||||||
Stock-based compensation expense | 1,769 | 1,769 | ||||||
Unrealized gain on investments | 11 | 11 | ||||||
Net loss | (13,145) | (13,145) | ||||||
Ending balance at Sep. 30, 2023 | $ 23,705 | $ 278 | $ 1 | $ 373,678 | $ (7) | $ (350,245) | ||
Ending balance, common shares at Sep. 30, 2023 | 112,871,792 | 13,874,132 | 112,871,792 | 13,874,132 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (45,542) | $ (54,766) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 1,778 | 1,144 |
Amortization of debt issuance costs | 39 | 40 |
Amortization of discount on short-term investments | (1,222) | (422) |
Stock-based compensation expense | 6,427 | 6,361 |
Changes in operating assets and liabilities: | ||
Amounts due from related parties | 7 | (7) |
Prepaid expenses and other current assets | 2,327 | 3,349 |
Long-term deposits | 0 | (2,076) |
Accounts payable | (2,321) | 127 |
Amounts due to related parties | (260) | (2,731) |
Accrued expenses and other current liabilities | (6,626) | 7,530 |
Net cash used in operating activities | (45,393) | (41,451) |
Cash flows from investing activities: | ||
Purchase of short-term investments | (43,587) | (107,526) |
Proceeds from maturity of short-term investments | 73,227 | 27,500 |
Purchases of property and equipment | (389) | (1,574) |
Net cash provided by (used in) investing activities | 29,251 | (81,600) |
Cash flows from financing activities: | ||
Repayments of note payable | (331) | (320) |
Repayments of note payable with related party | (949) | 0 |
Proceeds from exercise of stock options | 453 | 262 |
Net cash used in financing activities | (827) | (58) |
Change in cash, cash equivalents and restricted cash | (16,969) | (123,109) |
Cash, cash equivalents and restricted cash at beginning of period | 34,570 | 145,057 |
Cash, cash equivalents and restricted cash at end of period | 17,601 | 21,948 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash, cash equivalents and restricted cash at end of period | 17,601 | 21,948 |
Less restricted cash | (206) | (3,073) |
Cash and cash equivalents end of period | 17,395 | 18,875 |
Supplemental Disclosure | ||
Cash paid for interest | $ 592 | $ 277 |
Nature of the Business
Nature of the Business | 9 Months Ended |
Sep. 30, 2023 | |
Nature of the Business [Abstract] | |
Nature of the Business | 1. Nature of the Business Vaxxinity, combination of two from UBI and a second spin-out from UBI in (“COVAXX”). and on March 2, 2021, did so by acquiring all of the outstanding equity interests of UNS and COVAXX exchange contributed December 31, 2022, COVAXX The Company is pain, cardiovascular by prophylactic and therapeutic vaccines to combat common chronic diseases with large global unmet developing a heterologous a related party. The Company is limited competitors of of proprietary does not successfully commercialize or achieve profitability. The including extensive pre-clinical amounts of additional capital, assurance that intellectual property approved products will if ever, the Company will generate significant revenue technology and is dependent upon the services of its employees and consultants. Liquidity and Going Concern Assessment As of September 30, 2023, the Company had $ 17.4 25.1 fund operations. To date, the stock, borrowings under promissory notes (including convertible notes), a and grants from (MJFF). The Company has 45.5 million for the nine months 2023 was 45.4 350.2 expects to incur substantial operating losses and negative cash flows from operations for the foreseeable future. In accordance there are going concern within one year after the date that the financial statements are issued. When management considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern, management must consider whether its plans to mitigate those relevant conditions or events will alleviate the substantial doubt. Given that the Company has incurred substantial operating losses and negative cash flows from operations since inception and expects to continue that there are conditions or events, considered doubt about the Company's ability to continue as a going concern. Management considered whether its plans Company's ability to strategic collaborations, debt organization restructuring, and curtailment of certain research and development activities. However, there are significant risks and uncertainties as to whether these plans will be achieved or additional funding will be available on terms acceptable to the Company, or at all. Due to going concern has one year after the condensed consolidated financial statements contemplates consolidated amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of presentation The accounting principles in and Exchange Commission (“SEC”) for interim financial reporting. These interim recurring December 31, 2022, has been derived from the audited financial statements ended September 30, 2023 that may be expected for the fiscal year ending December 31, 2023 or any other future normally included in the rules conjunction with the December 31, 2022 filed with the SEC on March 27, 2023 (the “Annual Report”). Significant accounting policies The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements are disclosed in our annual consolidated financial statements for the year ended December 31, 2022 included in the Annual Report. changes to the Company’s significant accounting policies during the three and nine months ended September 30, 2023. Recently adopted accounting pronouncements From time setting bodies and are adopted by the Company as of the specified effective date. In June 2016, the Instruments - significantly recognition of estimated credit losses expected to occur over earlier recognition of allowances for credit losses on loans and other financial instruments. ASU 2016-13. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. Recently issued accounting pronouncements not yet adopted In August 2020, and Hedging - Own Equity, which is intended to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. The guidance allows for either full modified retrospective adoption. The guidance is effective for the Company in the first quarter of fiscal permitted. The Company is in the process of evaluating the effect the amendment will have on the consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The Company's money market accounts in active markets for identical assets. The following indicate the level of the fair value hierarchy used to determine such fair values (in thousands): During the three and no Level 1, Level 2 and Level 3. September 30, 2023 Level 1 Level 2 Level 3 Total Assets: Short-term investments $ 25,124 $ — $ — $ 25,124 Money market accounts 10,925 — — 10,925 Total assets $ 36,049 $ — $ — $ 36,049 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Short-term investments $ 53,352 $ — $ — $ 53,352 Money market account 27,724 — — 27,724 Total assets $ 81,076 $ — $ — $ 81,076 |
Short-Term Investments
Short-Term Investments | 9 Months Ended |
Sep. 30, 2023 | |
Short-Term Investments [Abstract] | |
Short-Term Investments | 4. Short-Term Investments The Company’s short-term investments consist of the following (in thousands): These securities mature in less than 1 year. As of September 30, 2023 Amortized Cost Unrealized Gains (Losses), Net Recorded Basis U.S. Treasury Securities $ 25,130 $ (6) $ 25,124 Total $ 25,130 $ (6) $ 25,124 As of December 31, 2022 Amortized Cost Unrealized Gains (Losses), Net Recorded Basis U.S. Treasury Securities $ 53,549 $ (197) $ 53,352 Total $ 53,549 $ (197) $ 53,352 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): September 30, December 31, 2023 2022 Clinical prepayments $ 1,762 $ 2,679 Prepaid insurance 280 1,870 Prepaid materials and supplies — 248 Deposits 240 232 Other 942 522 $ 3,224 $ 5,551 Clinical prepayments consist trials, primarily UB-612, and included $ 1.5 expenses. The remaining clinical prepayment amounts are amortized to expense as earned by the CRO and clinical trial sites. Prepaid 0.3 1.6 insurance fee as of September 30, 2023 and December 31, 2022, respectively. Prepaid materials and supplies consist of amounts paid in the Company’s clinical trials, primarily UB-612. There no 0.2 at December 31, 2022. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2023 | |
Property and Equipment, Net [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): September 30, December 31, 2023 2022 Airplane $ 11,983 $ 11,983 Laboratory and computer equipment 3,310 3,146 Software 426 415 Leasehold improvements 534 403 Facilities, furniture and fixtures 98 37 Vehicles 87 87 Construction in progress 86 65 Total property and equipment 16,524 16,136 Less: accumulated depreciation and amortization (5,401) (3,624) Property and equipment, net $ 11,123 $ 12,512 Depreciation 0.7 1.8 Depreciation expense for the three and nine months ended September 30, 2022 was $ 0.4 1.1 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | 7. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, 2023 2022 Accrued external research and development $ 1,720 $ 6,904 Accrued compensation 2,689 2,568 Accrued professional fees and other 334 1,722 Accrued interest — 176 $ 4,744 $ 11,370 |
Other Long-Term Liabilities
Other Long-Term Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Other Long-Term Liabilities [Abstract] | |
Other Long-Term Liabilities | 8. Other Long-Term Liabilities Other long-term liabilities consisted of the following (in thousands): September 30, December 31, 2023 2022 Accrued taxes 236 236 $ 236 $ 236 As of 0.2 Company may be but has accrued for them until the statute of limitations expires and it is appropriate to write them off. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable [Abstract] | |
Notes Payable | 9. Notes Payable Note Payable—Airplane In connection with the acquisition for $ 11.5 3.4 % and a maturity date of June 9, 2025 . Principal and interest payments are payable monthly in the amount of 0.1 9.4 of the Company. In addition, the Company incurred debt issuance costs of $ 0.3 loan. There are no financial covenants associated with the 2025 Note. The carrying value of the 2025 Note is as follows (in thousands): As of September 30, 2023, the remaining principal payments for the 2025 Note are as follows (in thousands): Interest expense associated 0.1 0.3 2023, respectively. 0.1 0.3 ended September 30, 2022, respectively. 0.1 liabilities in the accompanying condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022. Promissory Note with Related Party In October 2022, the Company entered into a related party unsecured promissory note (the “2022 4.2 million. The 7.0 % per October 1, 2026 . The issued to satisfy accounts payable to UBI totaling $ 4.2 The carrying value of the 2022 Promissory Note is as follows (in thousands): As of September 30, 2023, the remaining principal payments for the 2022 Promissory Note are as follows (in thousands): Interest expense 0.1 0.2 September 30, 2023, respectively. September 30, December 31, 2023 2022 Principal $ 10,124 $ 10,455 Unamortized debt issuance cost (92) (131) Carrying amount 10,032 10,324 Less: current portion (402) (391) Note payable, net of current portion and debt issuance cost $ 9,630 $ 9,933 Amount 2023 (remaining 3 months) $ 113 2024 458 2025 9,553 $ 10,124 September 30, December 31, 2023 2022 Principal $ 3,276 $ 4,225 Less: current portion (929) (1,113) Note payable with related party, net of current portion $ 2,347 $ 3,112 Amount 2023 (remaining 3 months) $ 165 2024 1,029 2025 1,103 2026 979 $ 3,276 |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2023 | |
Common Stock [Abstract] | |
Common Stock | 10. Common Stock The Company has reserved shares of Class A common stock for issuance for the following purposes: September 30, December 31, 2023 2022 Options and RSUs issued and outstanding 22,000,273 20,716,760 Options available for future grants 6,648,567 6,064,003 Warrants issued and outstanding 1,928,020 1,928,020 30,576,860 28,708,783 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation 2021 Omnibus Incentive Compensation Plan In November Company to restricted stock units, performance awards, cash incentive awards and other equity-based awards (including fully vested shares). At inception 8,700,000 2023, by the number of shares equal to the lesser of (i) 4 % of the outstanding shares of our Class A common stock on the immediately preceding December determination is shares provision of the Plan, the maximum number of shares that can be issued under the plan was increased to 11,886,306 . Stock Options As of 15,437,818 6,362,455 10,948,474 to purchase 5,039,459 of stock options awards available for future issuance under the Company’s plan is 6,648,567 . The following table summarizes stock option activity during the nine months ended September 30, 2023: The aggregate intrinsic value of options common stock for those options that had exercise prices lower than the fair value of the common stock as of September 30, 2023. The intrinsic value of options exercised during the nine months ended September 30, 2023 was $ 0.5 The weighted-average grant-date fair value per share of options granted during the nine months ended September 30, 2023 was $ 1.88 . Restricted Stock Units The following table summarizes the Company’s restricted stock unit activity for the nine months ended September 30, 2023: Stock-Based Compensation Expense The condensed consolidated statements of operations and other comprehensive (income) loss (in thousands): As of September 30, 2023, total unrecognized compensation cost related to the unvested stock-based 11.4 is expected to be recognized over a weighted average period of 2.0 Number of Stock Options Outstanding Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Balance at December 31, 2022 20,416,760 $ 5.07 6.8 $ 7,166 Granted 3,466,782 2.28 Exercised (689,042) 0.66 Forfeited (1,394,227) 7.44 Balance at September 30, 2023 21,800,273 $ 4.62 6.2 $ 6,421 Options vested and exercisable at September 30, 2023 15,987,933 $ 4.50 5.9 $ 6,338 Number of Shares Weighted Average Grant Date Fair Value Per Share Unvested at December 31, 2022 300,000 $ 3.76 Forfeited (100,000) $ 3.76 Unvested at September 30, 2023 200,000 $ 3.76 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 General and administrative $ 1,278 $ 1,509 $ 4,287 $ 3,888 Research and development 491 848 2,140 2,473 Total stock-based compensation expense $ 1,769 $ 2,357 $ 6,427 $ 6,361 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Taxes [Abstract] | |
Income Taxes | 12. Income Taxes The Company (“ASC”) 740 forecasted annual pre-tax federal or foreign tax Company identifies items which are items is recorded in the quarter in which the discrete events occur. The Company’s 0 %, due primarily its uncertainty of realizing a benefit from net operating losses incurred during the period. In assessing recorded deferred taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies and the deferred income tax asset balances to warrant the application of a full valuation allowance for all taxing jurisdictions. The Company files income numerous foreign jurisdictions that have varied to four years from when the return is filed. As of September 30, 2023, the Company has no ongoing audits. The carryforwards is 50 % of its capital three-year “Code”). These complex changes of ownership rules generally focus on ownership changes involving stockholders owning directly or indirectly 5 % or including those arising from new stock issuances and other are not used within certain periods. At income in the future that will allow us to realize these NOL carryforwards. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Net Loss Per Share [Abstract] | |
Net Loss Per Share | 13. Net Loss Per Share The Company’s potentially dilutive securities, which include warrants, options and restricted stock units, computation of diluted net of following potential common loss per share for the three months ended September 30, 2023 and 2022 because including them would have had an September 30, 2023 2022 Options issued and outstanding 21,800,273 20,293,681 Warrants issued and outstanding 1,928,020 1,928,020 Restricted stock units issued and outstanding 200,000 300,000 23,928,293 22,521,701 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Contractual Obligations The Company enters other potential product candidates. Contracts with CROs and CMOs are generally cancellable, with notice, at the Company’s option. As of September 30, 2023, the Company had 1.5 no for candidate. Michael J. Fox Foundation Grant On November 3, 2021, the the amount of $ 0.8 UB-312, an a -Synuclein (“aSyn”) fractions) and is expected to 12 months, reduction of research and development As of no September 30, no t reimbursed through the grant. Coalition for Epidemic Preparedness Innovations (“CEPI”) Grant In April CEPI agreed 9.3 COVID-19 vaccine candidate as a heterologous evaluating the Omicron - in people aged 16 years or older, who have been previously immunized with an authorized COVID-19 vaccine. The Company will also be performing further manufacturing scale-up work to enable readiness for potential commercialization. Under the terms of the agreement with COVID-19 Vaccines Cash payments received in advance the funding in each tranche are short-term accrued no CEPI funding. The Company recognizes as reduced research and development expenses by $ 1.8 Lease Agreements The Company has two costs under its leases. In August 2023, the Company entered into a lease for 9,839 Florida commencing August one-year 0.5 credits. Additionally, the lease requires the Company to provide a security deposit in the amount of less than $ 0.1 In April 2022, the Company entered into a 4,419 lease commenced in April the guidance one year , and Company and the landlord have term expedient, which does not subject the New York lease to capitalization. Rent expense for 0.1 0.5 for the three and nine months ended September 30, 2022 was $ 0.2 0.4 License Agreements In August 2021, that Company obtained a worldwide, sublicensable (subject to certain conditions), perpetual, fully paid-up, royalty-free license to research, develop, make, have made, utilize, import, export, market, distribute, offer for sale, sell, have sold, commercialize or otherwise exploit peptide-based immunodeficiency virus (HIV), herpes simplex virus (HSE) and Immunoglobulin E (IgE). under the designer peptides and proteins utilized in UB-612. In consideration for the Platform License Agreement, the Company issued to UBI a warrant to purchase Class A common stock (the “UBI Warrant”). The Company considered ASC 805, “Business Combinations” (“ASC 805”) and ASC 730, “Research and Development” (“ASC 730”) in determining interests in UBI and in the Company were held by a group transaction constitutes a common control of the transferor and the excess of consideration paid over the carrying value as a capital transaction. Indemnification Agreements In the ordinary vendors, lessors, breach of such into indemnification agreements with members of its board of directors and executive officers that will require the Company to, among other things, maximum potential amount of future payments many cases, unlimited. Company operations, or cash flows, and it has no t accrued any liabilities related to such obligations as 2022. Legal Proceedings From September 30, 2023 and December 31, 2022, the Company was not a party to any material legal matters or claims. Loss Contingency In April GMP grade recombinant protein for agreement for $ 3 7.2 3.0 were received by UBP 3.0 for these materials purchases authorized under the ATP. When the Company asked Taiwan in August 4.2 of the some agreed to seek other buyers for the materials. For these orders, management has not yet concluded that a loss for probable, or that and UBP’s suppliers may be able to dispose of some amount to other buyers. Hence, an expense has no t been recognized for them. As of November 8, 2023, there is been reached between the Company and UBP or, to the Company’s knowledge, between UBP and its suppliers. Therefore, the range of the potential loss is still $ 0 4.2 |
Benefit Plans
Benefit Plans | 9 Months Ended |
Sep. 30, 2023 | |
Benefit Plans [Abstract] | |
Benefit Plans | 15. Benefit Plans In substantially all annual compensation on a 100 % up to 4 % of the employee’s base salary. The Company offers its Ireland-based employees portion of their annual compensation. The Company provides contributions equal to 5 % of each participant’s annual salary. During the three and nine months ended September 30, 2023 and 2022, the Company contributed less than $ 0.1 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. Related Party Transactions The Company has related party arrangements with (“UBIA”), UBI Pharma, Inc. (“UBI-P”), United BioPharma, Inc (“UBP”) and UBI IP Holding (“UBI-IP”). As of September 30, 2023, UBI 44 % of the Company’s stock. The majority were held by a group of immediate family members, and as such the entities are under common control. These related parties are governed by various Master Services Agreements (“MSA”) detailed below. UBI MSA - UBI provides research, development and clinical functions to the Company. There is also a purchase arrangement with UBI for the production and shipment of the Company’s diagnostic test kits. UBIA MSA - UBI-Asia for manufacturing, quality control, testing, validation, and supply services. UBP MSA - UBP provides the Company with manufacturing, testing and validation services. COVID MSA (“COVID MSA”) - COVID the services to the Company. COVID-19 Relief technologies related to diagnostics, vaccines, and therapies for COVID-19. The MSA established the terms under which UBI- Asia development and manufacturing services to the Company. In August expanded 1,928,020 12.45 to adjustment five years . statements. The Company also considers Ogilvie, is on the Company’s board of directors. Total related party operating activity is as follows (in thousands): September 30, December 31, 2023 2022 Consolidated balance sheet Assets Prepaid expenses and other current assets $ — $ 237 Amounts due from related parties 407 414 Liabilities Amounts due to related parties 12,512 12,772 Current portion of note payable 929 1,113 Note payable 2,347 3,112 Accrued interest payable — 73 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating expenses Research and development Services provided by related parties 67 — 424 1,139 General and administrative Services provided by related parties 1,076 — 2,133 — Other income/expense Related party interest expense 60 — 193 — |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policy) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The accounting principles in and Exchange Commission (“SEC”) for interim financial reporting. These interim recurring December 31, 2022, has been derived from the audited financial statements ended September 30, 2023 that may be expected for the fiscal year ending December 31, 2023 or any other future normally included in the rules conjunction with the December 31, 2022 filed with the SEC on March 27, 2023 (the “Annual Report”). |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recently adopted accounting pronouncements From time setting bodies and are adopted by the Company as of the specified effective date. In June 2016, the Instruments - significantly recognition of estimated credit losses expected to occur over earlier recognition of allowances for credit losses on loans and other financial instruments. ASU 2016-13. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. Recently issued accounting pronouncements not yet adopted In August 2020, and Hedging - Own Equity, which is intended to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. The guidance allows for either full modified retrospective adoption. The guidance is effective for the Company in the first quarter of fiscal permitted. The Company is in the process of evaluating the effect the amendment will have on the consolidated financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis | September 30, 2023 Level 1 Level 2 Level 3 Total Assets: Short-term investments $ 25,124 $ — $ — $ 25,124 Money market accounts 10,925 — — 10,925 Total assets $ 36,049 $ — $ — $ 36,049 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Short-term investments $ 53,352 $ — $ — $ 53,352 Money market account 27,724 — — 27,724 Total assets $ 81,076 $ — $ — $ 81,076 |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Short-Term Investments [Abstract] | |
Schedule of Short-Term Investments | As of September 30, 2023 Amortized Cost Unrealized Gains (Losses), Net Recorded Basis U.S. Treasury Securities $ 25,130 $ (6) $ 25,124 Total $ 25,130 $ (6) $ 25,124 As of December 31, 2022 Amortized Cost Unrealized Gains (Losses), Net Recorded Basis U.S. Treasury Securities $ 53,549 $ (197) $ 53,352 Total $ 53,549 $ (197) $ 53,352 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Prepaid Expenses and Other Current Assets | September 30, December 31, 2023 2022 Clinical prepayments $ 1,762 $ 2,679 Prepaid insurance 280 1,870 Prepaid materials and supplies — 248 Deposits 240 232 Other 942 522 $ 3,224 $ 5,551 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property and Equipment, Net [Abstract] | |
Property and Equipment, Net | September 30, December 31, 2023 2022 Airplane $ 11,983 $ 11,983 Laboratory and computer equipment 3,310 3,146 Software 426 415 Leasehold improvements 534 403 Facilities, furniture and fixtures 98 37 Vehicles 87 87 Construction in progress 86 65 Total property and equipment 16,524 16,136 Less: accumulated depreciation and amortization (5,401) (3,624) Property and equipment, net $ 11,123 $ 12,512 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Accrued expenses and other current liabilities | September 30, December 31, 2023 2022 Accrued external research and development $ 1,720 $ 6,904 Accrued compensation 2,689 2,568 Accrued professional fees and other 334 1,722 Accrued interest — 176 $ 4,744 $ 11,370 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Long-Term Liabilities [Abstract] | |
Other Liabilities | September 30, December 31, 2023 2022 Accrued taxes 236 236 $ 236 $ 236 |
Notes payable (Tables)
Notes payable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Note, 2025 [Member] | |
Debt Instrument [Line Items] | |
Carrying Value | September 30, December 31, 2023 2022 Principal $ 10,124 $ 10,455 Unamortized debt issuance cost (92) (131) Carrying amount 10,032 10,324 Less: current portion (402) (391) Note payable, net of current portion and debt issuance cost $ 9,630 $ 9,933 |
Remaining Principal Payments | Amount 2023 (remaining 3 months) $ 113 2024 458 2025 9,553 $ 10,124 |
2022 Promissory Note [Member] | |
Debt Instrument [Line Items] | |
Carrying Value | September 30, December 31, 2023 2022 Principal $ 3,276 $ 4,225 Less: current portion (929) (1,113) Note payable with related party, net of current portion $ 2,347 $ 3,112 |
Remaining Principal Payments | Amount 2023 (remaining 3 months) $ 165 2024 1,029 2025 1,103 2026 979 $ 3,276 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Common Stock [Abstract] | |
Reserved Shares of Common Stock for Issuance | September 30, December 31, 2023 2022 Options and RSUs issued and outstanding 22,000,273 20,716,760 Options available for future grants 6,648,567 6,064,003 Warrants issued and outstanding 1,928,020 1,928,020 30,576,860 28,708,783 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stock-Based Compensation [Abstract] | |
Summary of Stock Option Activity | Number of Stock Options Outstanding Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Balance at December 31, 2022 20,416,760 $ 5.07 6.8 $ 7,166 Granted 3,466,782 2.28 Exercised (689,042) 0.66 Forfeited (1,394,227) 7.44 Balance at September 30, 2023 21,800,273 $ 4.62 6.2 $ 6,421 Options vested and exercisable at September 30, 2023 15,987,933 $ 4.50 5.9 $ 6,338 |
Summary of Restricted Stock Activity | Number of Shares Weighted Average Grant Date Fair Value Per Share Unvested at December 31, 2022 300,000 $ 3.76 Forfeited (100,000) $ 3.76 Unvested at September 30, 2023 200,000 $ 3.76 |
Schedule of Stock-Based Compensation Expense for Stock Options | Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 General and administrative $ 1,278 $ 1,509 $ 4,287 $ 3,888 Research and development 491 848 2,140 2,473 Total stock-based compensation expense $ 1,769 $ 2,357 $ 6,427 $ 6,361 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Net Loss Per Share [Abstract] | |
Schedule of Excluded Potential Common Shares from Computation of Diluted Net Loss Per Share | September 30, 2023 2022 Options issued and outstanding 21,800,273 20,293,681 Warrants issued and outstanding 1,928,020 1,928,020 Restricted stock units issued and outstanding 200,000 300,000 23,928,293 22,521,701 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Operating Activity | September 30, December 31, 2023 2022 Consolidated balance sheet Assets Prepaid expenses and other current assets $ — $ 237 Amounts due from related parties 407 414 Liabilities Amounts due to related parties 12,512 12,772 Current portion of note payable 929 1,113 Note payable 2,347 3,112 Accrued interest payable — 73 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating expenses Research and development Services provided by related parties 67 — 424 1,139 General and administrative Services provided by related parties 1,076 — 2,133 — Other income/expense Related party interest expense 60 — 193 — |
Nature of the Business (Narrati
Nature of the Business (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Nature of Business Disclosures [Line Items] | |||||
Cash and cash equivalents | $ 17,395 | $ 18,875 | $ 17,395 | $ 18,875 | $ 33,475 |
Net loss | (13,145) | $ (19,252) | (45,542) | (54,766) | |
Accumulated deficit | (350,245) | (350,245) | (304,703) | ||
Net Cash Provided By Used In Operating Activities | (45,393) | $ (41,451) | |||
Short Term Investments | $ 25,124 | $ 25,124 | $ 53,352 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Class Of Warrant Or Right [Line Items] | |||
Transfers between fair value hierarchies assets liabilities | $ 0 | $ 0 | $ 0 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 25,124 | $ 53,352 |
Assets | 36,049 | 81,076 |
Money Market Account [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 10,925 | 27,724 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 25,124 | 53,352 |
Assets | 36,049 | 81,076 |
Level 1 [Member] | Money Market Account [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 10,925 | 27,724 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Assets | 0 | 0 |
Level 2 [Member] | Money Market Account [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Assets | 0 | 0 |
Level 3 [Member] | Money Market Account [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | $ 0 | $ 0 |
Short-Term Investments (Schedul
Short-Term Investments (Schedule of Short-Term Investments) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost | $ 25,130 | $ 53,549 |
Unrealized Gains (Losses), Net | (6) | (197) |
Recorded Basis | 25,124 | 53,352 |
U S Treasury Securities [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost | 25,130 | 53,549 |
Unrealized Gains (Losses), Net | (6) | (197) |
Recorded Basis | $ 25,124 | $ 53,352 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Narrative) (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid Expenses and Other Current Assets [Line Items] | ||
Clinical prepayments | $ 1,762,000 | $ 2,679,000 |
Supplies | 0 | 248,000 |
Unamortized portion of insurance fee | 300,000 | 1,600,000 |
Clinical trials, UB-612 [Member] | ||
Prepaid Expenses and Other Current Assets [Line Items] | ||
Clinical prepayments | 1,500,000 | |
Related Party [Member] | ||
Prepaid Expenses and Other Current Assets [Line Items] | ||
Supplies | $ 0 | $ 200,000 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets (Prepaid Expenses and Other Current Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid Expenses and Other Current Assets [Abstract] | ||
Clinical prepayments | $ 1,762 | $ 2,679 |
Prepaid insurance | 280 | 1,870 |
Prepaid materials and supplies | 0 | 248 |
Deposits | 240 | 232 |
Other | 942 | 522 |
Total | $ 3,224 | $ 5,551 |
Property and Equipment, Net (Na
Property and Equipment, Net (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 0.7 | $ 0.4 | $ 1.8 | $ 1.1 |
Property and Equipment, Net (Pr
Property and Equipment, Net (Property and Equipment, Net) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 16,524 | $ 16,136 |
Less: accumulated depreciation and amortization | (5,401) | (3,624) |
Property and equipment, net | 11,123 | 12,512 |
Airplane [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 11,983 | 11,983 |
Laboratory And Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,310 | 3,146 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 426 | 415 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 534 | 403 |
Facilities, Furniture And Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 98 | 37 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 87 | 87 |
Construction In Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 86 | $ 65 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Accrued Expenses and Other Current Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued Expenses and Other Current Liabilities [Abstract] | ||
Accrued external research and development | $ 1,720 | $ 6,904 |
Accrued compensation | 2,689 | 2,568 |
Accrued professional fees and other | 334 | 1,722 |
Accrued interest | 0 | 176 |
Total | $ 4,744 | $ 11,370 |
Other Long-Term Liabilities (Na
Other Long-Term Liabilities (Narrative) (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Other Long-Term Liabilities [Abstract] | ||
Income Tax Examination Penalties And Interest Accrued | $ 0.2 | $ 0.2 |
Other Long-Term Liabilities (Ot
Other Long-Term Liabilities (Other Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Other Long-Term Liabilities [Abstract] | ||
Accrued taxes | $ 236 | $ 236 |
Total | $ 236 | $ 236 |
Notes payable (Narrative) (Deta
Notes payable (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Oct. 31, 2022 | Jun. 30, 2020 | |
2025 Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Notes Payable, Related Parties | $ 11.5 | ||||||
Debt Instrument Interest Rate Stated Percentage | 3.40% | ||||||
Debt maturity date | Jun. 09, 2025 | ||||||
Interest Expense, Debt | $ 0.1 | $ 0.1 | $ 0.3 | $ 0.3 | |||
Debt Instrument Periodic Payment Interest | 0.1 | ||||||
Debt Instrument Periodic Payment Terms Balloon Payment To Be Paid | 9.4 | 9.4 | |||||
Payments Of Debt Issuance Costs | 0.3 | ||||||
2025 Note [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument Increase Accrued Interest | 0.1 | $ 0.1 | |||||
2022 Promissory Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument Interest Rate Stated Percentage | 7% | ||||||
Debt maturity date | Oct. 01, 2026 | ||||||
2022 Promissory Note [Member] | Related Party [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Notes Payable, Related Parties | $ 4.2 | ||||||
Accounts payable | $ 4.2 | ||||||
Interest Expense, Debt | $ 0.1 | $ 0.2 |
Notes payable (Carrying Value)
Notes payable (Carrying Value) (Details) - Notes Payable [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
2025 Note [Member] | ||
Debt Instrument [Line Items] | ||
Principal | $ 10,124 | $ 10,455 |
Unamortized debt issuance cost | (92) | (131) |
Total | 10,032 | 10,324 |
Less: current portion | (402) | (391) |
Note payable, net of current portion and debt issuance cost | 9,630 | 9,933 |
2022 Promissory Note [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 3,276 | 4,225 |
Less: current portion | (929) | (1,113) |
Note payable, net of current portion and debt issuance cost | $ 2,347 | $ 3,112 |
Notes payable (Remaining Princi
Notes payable (Remaining Principal Payments) (Details) - Notes Payable [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
2025 Note [Member] | ||
Debt Instrument [Line Items] | ||
2023 (remaining 3 months) | $ 113 | |
2024 | 458 | |
2025 | 9,553 | |
Total | 10,124 | $ 10,455 |
2022 Promissory Note [Member] | ||
Debt Instrument [Line Items] | ||
2023 (remaining 3 months) | 165 | |
2024 | 1,029 | |
2025 | 1,103 | |
2026 | 979 | |
Total | $ 3,276 | $ 4,225 |
Common Stock (Reserved Share of
Common Stock (Reserved Share of Common Stock for Issuance) (Details) - shares | Sep. 30, 2023 | Dec. 31, 2022 |
Class Of Stock [Line Items] | ||
Options issued and outstanding | 21,800,273 | 20,416,760 |
Options [Member] | ||
Class Of Stock [Line Items] | ||
Options issued and outstanding | 22,000,273 | 20,716,760 |
Options available for future grants | 6,648,567 | 6,064,003 |
Warrants issued and outstanding | 1,928,020 | 1,928,020 |
Reserved Shares of Common Stock | 30,576,860 | 28,708,783 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |||
Jan. 01, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Nov. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options outstanding | 21,800,273 | 20,416,760 | ||
Options exercisable | 15,987,933 | |||
Weighted-average grant-date fair value per share, Issued | $ 1.88 | |||
Total unrecognized compensation cost | $ 11.4 | |||
Recognized over a weighted average period | 2 years | |||
Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares available for grant | 6,648,567 | 6,064,003 | ||
Options outstanding | 22,000,273 | 20,716,760 | ||
Intrinsic value of options exercised | $ 0.5 | |||
Class A Common Stock [Member] | Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options outstanding | 15,437,818 | |||
Options exercisable | 10,948,474 | |||
Common Class B [Member] | Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options outstanding | 6,362,455 | |||
Options exercisable | 5,039,459 | |||
2021 Plan [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Increase in shares available for grant | 11,886,306 | |||
2021 Plan [Member] | Class A Common Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Available for issuance under Plan | 8,700,000 | |||
Percentage increase in shares available for grant | 4% |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Stock Option Activity) (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Stock-Based Compensation [Abstract] | ||
Number of stock options outstanding, Beginning balance | shares | 20,416,760 | |
Number of stock options outstanding, Granted | shares | 3,466,782 | |
Number of stock options outstanding, Exercised | shares | (689,042) | |
Number of stock options outstanding, Forfeited | shares | (1,394,227) | |
Number of stock options outstanding, Ending balance | shares | 21,800,273 | 20,416,760 |
Number of stock options outstanding, Vested and exercisable | shares | 15,987,933 | |
Weighted average exercise price per share, Beginning balance | $ / shares | $ 5.07 | |
Weighted average exercise price per share, Granted | $ / shares | 2.28 | |
Weighted average exercise price per share, Exercised | $ / shares | 0.66 | |
Weighted average exercise price per share, Forfeited | $ / shares | 7.44 | |
Weighted average exercise price per share, Ending balance | $ / shares | 4.62 | $ 5.07 |
Weighted average exercise price per share, Vested and exercisable | $ / shares | $ 4.50 | |
Weighted average remaining contractual term (years) | 6 years 2 months 12 days | 6 years 9 months 18 days |
Weighted average remaining contractual term, Vested and exercisable | 5 years 10 months 24 days | |
Aggregate intrinsic value, Beginning balance | $ | $ 7,166 | |
Aggregate intrinsic value, Ending balance | $ | 6,421 | $ 7,166 |
Aggregate intrinsic value, Vested and exercisable | $ | $ 6,338 |
Stock-Based Compensation (Sum_2
Stock-Based Compensation (Summary of Restricted Stock Activity) (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Issued | shares | 3,466,782 |
Weighted-average grant-date fair value per share, Issued | $ / shares | $ 1.88 |
Restricted Stock [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested, Number of Shares, Beginning Balance | shares | 300,000 |
Forfeited, Number of Shares | shares | (100,000) |
Unvested, Number of Shares, Ending Balance | shares | 200,000 |
Unvested, Weighted average grant date fair value per share, beginning balance | $ / shares | $ 3.76 |
Forfeited, weighted average grant date fair value per share | $ / shares | 3.76 |
Unvested, Weighted average grant date fair value per share, ending balance | $ / shares | $ 3.76 |
Stock-Based Compensation (Sched
Stock-Based Compensation (Schedule of Stock-Based Compensation Expense for Stock Options) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 1,769 | $ 2,357 | $ 6,427 | $ 6,361 |
Research And Development [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 491 | 848 | 2,140 | 2,473 |
General And Administrative [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 1,278 | $ 1,509 | $ 4,287 | $ 3,888 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | |
Operating Loss Carryforwards [Line Items] | |||
Effective Income Tax Rate Continuing Operations | 0% | 0% | |
Capital stock measurement period | 3 years | ||
Federal [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Stockholders owning directly or indirectly percentage of company stock | 5% | 5% | |
Federal [Member] | Minimum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Percentage of capital stock with change in ownership | 50% | 50% |
Net Loss Per Share (Schedule of
Net Loss Per Share (Schedule of Excluded Potential Common Shares from Computation of Diluted Net Loss Per Share) (Details) - shares | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Excluded potential common shares from computation of diluted net loss per share | 23,928,293 | 22,521,701 |
Options Issued And Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Excluded potential common shares from computation of diluted net loss per share | 21,800,273 | 20,293,681 |
Warrants Issued And Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Excluded potential common shares from computation of diluted net loss per share | 1,928,020 | 1,928,020 |
Restricted Stock Units Issued And Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Excluded potential common shares from computation of diluted net loss per share | 200,000 | 300,000 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Nov. 03, 2021 USD ($) | Apr. 30, 2022 USD ($) ft² | Aug. 31, 2021 USD ($) | Sep. 30, 2023 USD ($) Item | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Item | Sep. 30, 2022 USD ($) | Aug. 09, 2023 USD ($) | Aug. 31, 2022 USD ($) ft² | Apr. 30, 2021 USD ($) | |
Commitments And Contingencies [Line Items] | |||||||||||
Rent expense | $ 100,000 | $ 200,000 | $ 500,000 | $ 400,000 | |||||||
Materials Expensed | $ 0 | ||||||||||
Number Of Operating Lease Agreements | Item | 2 | 2 | |||||||||
New York Lease [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Lease in square feet | ft² | 4,419 | ||||||||||
Lease, initial term | 1 year | ||||||||||
Florida Lease [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Security deposit | $ 100,000 | ||||||||||
Lease in square feet | ft² | 9,839 | ||||||||||
Lease, initial term | 1 year | ||||||||||
Lease obligation | $ 500,000 | ||||||||||
Indemnification Agreement [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Purchase obligation | $ 0 | $ 0 | $ 0 | ||||||||
Expected Claim [Member] | Maximum [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Potential loss | $ 4,200,000 | ||||||||||
Expected Claim [Member] | Minimum [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Potential loss | $ 0 | ||||||||||
Contract Research Organizations [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Remaining prepayments | 1,500,000 | 1,500,000 | |||||||||
Contract Manufacturing Organizations [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Remaining prepayments | 0 | 0 | |||||||||
UB-612 [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Materials Ordered | $ 7,200,000 | ||||||||||
Materials Expensed | 3,000,000 | ||||||||||
Materials Received | 3,000,000 | ||||||||||
Amount Of Material Canceled | $ 4,200,000 | ||||||||||
Purchase obligation | $ 3,000,000 | ||||||||||
Michael J. Fox Foundation Grant [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Project Grant | $ 800,000 | ||||||||||
Grant, Accrued Liability, Current | 0 | 0 | |||||||||
Reduction In Research And Development | 0 | $ 0 | |||||||||
Coalition for Epidemic Preparedness Innovations ("CEPI") Grant [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Project Grant | $ 9,300,000 | ||||||||||
Restricted Cash And Current Accrued Liability | $ 0 | 0 | |||||||||
Reduction In Research And Development | $ 1,800,000 |
Benefit Plans (Narrative) (Deta
Benefit Plans (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Company matches employee contributions to the Plan at 100% up to 4% | 100% | |||
Maximum percentage of employee's base salary employer matches 100% | 4% | |||
Foreign Plan [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Company matches employee contributions to the Plan at 100% up to 4% | 5% | |||
Foreign Plan [Member] | Personal Retirement Savings Account [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Company contributions | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.1 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - UBI [Member] - $ / shares | 1 Months Ended | |
Aug. 31, 2021 | Sep. 30, 2023 | |
Related Party Transaction [Line Items] | ||
Warrants granted | 1,928,020 | |
Warrants, exercise price | $ 12.45 | |
Warrant, contractual term | 5 years | |
UBI1 [Member] | ||
Related Party Transaction [Line Items] | ||
Percent of ownership | 44% |
Related Party Transactions (Sch
Related Party Transactions (Schedule of Related Party Operating Activity) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Prepaid expenses and other current assets | $ 3,224 | $ 3,224 | $ 5,551 | ||
Property and equipment, net | 11,123 | 11,123 | 12,512 | ||
Current portion of note payable | 929 | 929 | 1,113 | ||
Note payable | 2,347 | 2,347 | 3,112 | ||
Accrued interest payable | 4,744 | 4,744 | 11,370 | ||
Other income/expense Related party interest expense | 300 | $ 516 | 1,093 | $ 389 | |
UBI IP [Member] | Services Provided By Related Parties [Member] | |||||
Related Party Transaction [Line Items] | |||||
Prepaid expenses and other current assets | 0 | 0 | 237 | ||
Amounts due from related parties | 407 | 407 | 414 | ||
Amounts due to related parties | 12,512 | 12,512 | 12,772 | ||
Current portion of note payable | 929 | 929 | 1,113 | ||
Note payable | 2,347 | 2,347 | 3,112 | ||
Accrued interest payable | 0 | 0 | $ 73 | ||
Research and development | 67 | 0 | 424 | 1,139 | |
General and administrative | 1,076 | 0 | 2,133 | 0 | |
Other income/expense Related party interest expense | $ 60 | $ 0 | $ 193 | $ 0 |