Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 25, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | |||
Document Annual Report | true | |||
Document Fiscal Period Focus | FY | |||
Document Period End Date | Dec. 31, 2023 | |||
Document Transition Report | false | |||
Entity File Number | 001-41058 | |||
Entity Registrant Name | VAXXINITY, INC. | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Tax Identification Number | 86-2083865 | |||
Entity Address, Address Line One | 505 Odyssey Way | |||
Entity Address, City or Town | Merritt Island | |||
Entity Address, State or Province | FL | |||
Entity Address, Postal Zip Code | 32953 | |||
City Area Code | 254 | |||
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 Well-known Seasoned Issuer | No | |||
Entity a Voluntary Filer | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | true | |||
Entity Ex Transition Period | false | |||
ICFR Auditor Attestation Flag | false | |||
Document Fin Stmt Error Correction Flag | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 155.6 | |||
Document Fiscal Year Focus | 2023 | |||
Documents Incorporated by Reference | Portions of 2024 Annual Meeting after December 31, 2023, pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. | |||
Auditor Name | FORVIS, LLP | ArmaninoLLP | ||
Auditor Firm ID | 686 | 32 | ||
Auditor Location | NY | San Ramon, California | ||
Entity Central Index Key | 0001851657 | |||
Current Fiscal Year End Date | --12-31 | |||
Amendment Flag | false | |||
Class A Common Stock [Member] | ||||
Entity Common Stock, Shares Outstanding | 112,873,552 | |||
Common Class B [Member] | ||||
Entity Common Stock, Shares Outstanding | 13,874,132 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 4,931 | $ 33,475 |
Short-term investments | 25,464 | 53,352 |
Restricted cash | 105 | 1,095 |
Prepaid expenses and other current assets | 2,316 | 5,551 |
Total current assets | 33,230 | 93,887 |
Property and equipment, net | 11,081 | 12,512 |
Total assets | 44,311 | 106,399 |
Current liabilities: | ||
Accrued expenses and other current liabilities | 3,341 | 11,370 |
Total current liabilities | 17,605 | 30,941 |
Other liabilities: | ||
Other long-term liabilities | 35 | 236 |
Total liabilities | 30,902 | 44,222 |
Commitments and contingencies (Note 14) | ||
Stockholders equity: | ||
Additional paid-in capital | 374,760 | 366,799 |
Accumulated other comprehensive income (loss) | 8 | (197) |
Accumulated deficit | (361,637) | (304,703) |
Total stockholders' equity | 13,409 | 62,177 |
Total liabilities and stockholders' equity | 44,311 | 106,399 |
Nonrelated Party [Member] | ||
Current liabilities: | ||
Accounts payable | 1,783 | 5,295 |
Notes payable | 406 | 391 |
Other liabilities: | ||
Notes payable, net of current portion | 9,527 | 9,933 |
Related Party [Member] | ||
Current assets: | ||
Amounts due | 414 | 414 |
Current liabilities: | ||
Accounts payable | 10,575 | 12,772 |
Notes payable | 1,500 | 1,113 |
Other liabilities: | ||
Notes payable, net of current portion | 3,735 | 3,112 |
Class A Common Stock [Member] | ||
Stockholders equity: | ||
Common stock, $0.0001 par value | 278 | 278 |
Class B Common Stock [Member] | ||
Stockholders equity: | ||
Common stock, $0.0001 par value | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 112,872,672 | 112,182,750 |
Common stock, shares outstanding | 112,872,672 | 112,182,750 |
Common Class B [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 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Other Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating expenses: | ||
Research and development | $ 35,899 | $ 47,627 |
General and administrative | 22,386 | 28,352 |
Total operating expenses | 58,285 | 75,979 |
Loss from operations | (58,285) | (75,979) |
Other (income) expense: | ||
Interest and other expense | 696 | 514 |
Interest and other income | (2,090) | (1,259) |
(Gain) loss on foreign currency translation, net | 43 | (12) |
Other (income) | (1,351) | (757) |
Loss before income taxes | (56,934) | (75,222) |
Net loss | $ (56,934) | $ (75,222) |
Net loss per share, basic | $ (0.45) | $ (0.60) |
Net loss per share, diluted | $ (0.45) | $ (0.60) |
Weighted average common shares outstanding, basic | 126,508,917 | 125,939,050 |
Weighted average common shares outstanding, diluted | 126,508,917 | 125,939,050 |
Other comprehensive loss: | ||
Unrealized loss (gain) on investments | $ (205) | $ 197 |
Other comprehensive loss (income) | (205) | 197 |
Comprehensive loss | $ (56,729) | $ (75,419) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | 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 Income (Loss) [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2021 | $ 128,619,000 | $ 278,000 | $ 0 | $ 357,822,000 | $ 0 | $ (229,481,000) | ||
Beginning balance, common shares at Dec. 31, 2021 | 111,518,094 | 13,874,132 | ||||||
Issuance of common stock upon exercise of stock options, shares | 664,656 | |||||||
Issuance of common stock upon exercise of stock options | 263,000 | $ 0 | 263,000 | |||||
Stock-based compensation expense | 8,714,000 | 8,714,000 | ||||||
Unrealized gain (loss) on investments | (197,000) | (197,000) | ||||||
Net loss | (75,222,000) | (75,222,000) | ||||||
Ending balance at Dec. 31, 2022 | $ 62,177,000 | $ 278,000 | $ 0 | 366,799,000 | (197,000) | (304,703,000) | ||
Ending 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 | 689,922 | 689,922 | ||||||
Issuance of common stock upon exercise of stock options | $ 453,000 | 454,000 | ||||||
Stock-based compensation expense | 7,508,000 | 7,508,000 | ||||||
Unrealized gain (loss) on investments | 205,000 | 205,000 | ||||||
Net loss | (56,934,000) | (56,934,000) | ||||||
Ending balance at Dec. 31, 2023 | $ 13,409,000 | $ 278,000 | $ 0 | $ 374,761,000 | $ 8,000 | $ (361,637,000) | ||
Ending balance, common shares at Dec. 31, 2023 | 112,872,672 | 13,874,132 | 112,872,672 | 13,874,132 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (56,934,000) | $ (75,222,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 2,234,000 | 1,684,000 |
Amortization of debt issuance costs | 51,000 | 53,000 |
Amortization of discount on short-term investments | (1,554,000) | (1,022,000) |
Stock-based compensation expense | 7,508,000 | 8,714,000 |
Non-cash loss on disposal | 0 | 43,000 |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 3,236,000 | 3,300,000 |
Accrued expenses and other current liabilities | (8,029,000) | 6,851,000 |
Other long-term liabilities | (201,000) | (1,000) |
Net cash used in operating activities | (57,238,000) | (55,928,000) |
Cash flows from investing activities: | ||
Purchase of short-term investments | (63,942,000) | (107,526,000) |
Redemption of short-term investments | 93,589,000 | 55,000,000 |
Purchase of property and equipment | (803,000) | (1,866,000) |
Net cash provided by (used in) investing activities | 28,844,000 | (54,392,000) |
Cash flows from financing activities: | ||
Repayment of notes payable | (444,000) | (430,000) |
Repayments of note payable with related party | (1,150,000) | 0 |
Proceeds from exercise of stock options | 454,000 | 263,000 |
Net cash used in financing activities | (1,140,000) | (167,000) |
Change in cash, cash equivalents, and restricted cash | (29,534,000) | (110,487,000) |
Cash, cash equivalents and restricted cash at beginning of period | 34,570,000 | 145,057,000 |
Cash, cash equivalents and restricted cash at end of period | 5,036,000 | 34,570,000 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash, cash equivalents and restricted cash at end of period | 5,036,000 | 34,570,000 |
Less restricted cash | 105,000 | 1,095,000 |
Cash and cash equivalents | 4,931,000 | 33,475,000 |
Supplemental Disclosure | ||
Cash paid for interest | 799,000 | 367,000 |
Noncash Financing Activities | ||
Conversion of amounts due to related party into note payable to related party | 2,161,000 | 4,225,000 |
Nonrelated Party [Member] | ||
Change in operating assets and liabilities: | ||
Accounts payable | (3,512,000) | 2,103,000 |
Related Party [Member] | ||
Change in operating assets and liabilities: | ||
Accounts receivable | (1,000) | (21,000) |
Accounts payable | $ (36,000) | $ (2,410,000) |
Nature of the Business
Nature of the Business | 12 Months Ended |
Dec. 31, 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 their equity interests in each of UNS and COVAXX in exchange for equity in Vaxxinity The Company is pain, cardiovascular by prophylactic and therapeutic vaccines to combat common chronic diseases with large global unmet developing a a related party. The Company is limited competitors of of proprietary technology, successfully commercialize any 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 December 31, 2023, the 4.9 25.5 fund operations. To date, the stock, borrowings under promissory notes (including Convertible Notes), a and grants (MJFF). The Company has 56.9 million for the year 57.2 million. In 361.6 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 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 been year after the financial statements of adjustments relating to the might result from the outcome of the uncertainties described above. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Estimated Useful Life Airplane 15 years Facilities 5 years Furniture and fixtures 5 years Vehicles 5 years Laboratory and computer equipment 3 years Software 3 years Leasehold improvements Shorter of the useful life of improvement or the remaining lease term 2. Summary of Significant Accounting Policies Basis of presentation The accompanying consolidated financial statements have States of America (GAAP) for financial reporting. Foreign currency translation The functional currency rates and operations accounts foreign currency translation (gains) losses in the consolidated statements of operations. Segment information Operating segments are reviewed by assessing performance. The Company’s as a single operating segment and has one reportable segment. Use of estimates The preparation of consolidated and assumptions that affect the reported amounts of assets and liabilities and the consolidated financial statements and the reported amounts of expenses during within these prepaid expense recognition, income tax valuation allowance and accruals of research and development expenses. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that under the Actual results may differ materially from those estimates or assumptions. Related party transactions The related party transactions to the Company's Audit Committee. The Audit Committee reviews in advance related party transactions, and considers multiple principal that products or services, and an assessment of whether the proposed transaction is on terms that from, as the case may be, unrelated third parties. Under the policy, related party transactions are approved only if the Audit Committee determines in good faith that the transaction is consistent with the interests of the Company and its shareholders. Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the time of initial purchase to be equivalents with financial institutions, of the Company’s cash management policy cash flow requirements, and to attain a market rate of return. Restricted cash As of 0.1 1.1 restrictions related to securing credit card obligations Funding Agreement and securing credit accompanying consolidated balance sheets. Short Term Investments The investments are Company classifies investments are classified as long-term assets for a period of at least one year and (ii) the contractual maturity date of the investments is greater than one year. Available-for-sale investments are recorded at fair value, with unrealized gains or losses included in accumulated other comprehensive income amortization or accretion of discounts and premiums on investments are included within other income (expense) on consolidated statements of operations and other comprehensive loss. Available-for-sale debt securities are reviewed for possible impairment at least quarterly, or more frequently if circumstances arise that may indicate impairment. When the must be determined whether it to sell the the security’s amortized cost to its fair market value and the realized loss is reported equity as accumulated other comprehensive income (loss) on the accompanying consolidated statements of stockholder’s equity. The Company did no t record any such impairments during the years ended December 31, 2023 and 2022. Concentration of credit risk Financial instruments The Company maintains are not exposed maintains a management believes to be creditworthy. The Company is dependent on contract manufacturers, several of whom are considered to be related parties, for manufacturing, quality control, testing, validation and supply services, including production, research and development and future revenue as well as research and development more of its contract manufacturers. Leases At determines the operating lease liabilities in our consolidated balance sheets. Lease recognition occurs at the commencement date the lease term. The lease terms exercise that borrowing rate in determining the present value of lease payments. Right-of-use (ROU) assets represent the Company’s underlying asset ROU assets also lease expense is recognized on limited by the expected lease term, unless with both lease and non-lease components, are generally accounted for together as a single lease component. The Company has elected to capitalization. Property and equipment Property and equipment are estimated useful life of the assets. The estimated useful life of property and equipment is as follows: Upon retirement or sale, the cost of assets resulting gain or incurred . Impairment of long-lived assets Long-lived circumstances indicate deciding significant negative industry or review expected to recognized when estimated undiscounted future cash flows expected to result from the use of an asset The impairment loss would be discounted cash flows. To date, the Company has not recorded any impairment losses or disposals on long-lived assets. Deferred offering costs The Company capitalizes certain financing effort recorded deferred offering operations and other comprehensive loss. The Company records term of the debt using the effective interest method and recognized as interest expense in the accompanying consolidated statements of operations and other comprehensive loss. Fair value measurements Certain assets and liabilities an asset or paid to transfer a liability (an transaction between market participants on the measurement date. Valuation use of classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1—Quoted prices in active markets that are identical assets or liabilities. Level 2—Observable inputs (other than Level 1 quoted prices corroborated by observable market data. Level 3—Unobservable inputs that are supported by assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. Coalition for Epidemic Preparedness (“CEPI”) grant In April CEPI agreed to provide 9.3 19 vaccine candidate as a the ability of UB-612 to boost COVID-19 immunity against the original strain and multiple variants of concern including Omicron - in people aged 16 years or older, who have been previously immunized with an authorized COVID-19 vaccine. Cash payments received in advance under the CEPI Funding Agreement were restricted as to their use until expenditures contemplated in the short-term accrued liability. the same period as the expenses that the grant was intended to reimburse were incurred. Research and development Research compensation and other corporate costs attributable to research and development activities and are expensed as incurred. The Company has entered into various research, development and manufacturing contracts, some of which are with related parties (see Note 16). These expenses as incurred. liabilities, the Company contracted costs. The Company’s historical accrual estimates have not been materially different from the actual costs. Patent costs Patent-related costs relating to the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. Stock-based compensation The Company measures all stock-based awards granted to employees, directors and non-employees based on the fair of grant and recognizes compensation of the respective award. Forfeitures are accounted for as they occur. The Company classifies stock-based in the same classified. Prior to value of its common stock was determined by its most recently available third-party valuations of common stock. There are significant judgments assumptions include sold shares of preferred the likelihood of, achieving a liquidity event, such as an IPO or sale. Significant changes to the key assumptions used in could have resulted in different fair values of common stock at each valuation date. The fair value of each restricted stock award is estimated on on that same (“Black-Scholes”), which expected term 2021, lacks sufficient company-specific stock volatility based on time as it has adequate has been determined utilizing the “simplified” method for awards that qualify as granted to non-employees is equal to the the U.S. Treasury yield curve in effect at award. Expected dividend expect to pay any cash dividends in the foreseeable future. Performance-based options The Company accounts for performance-based options according to the ASC 718, Compensation – Stock Compensation ("ASC 718"), which are subject to different accounting depending on whether they meet the definition of performance conditions, market conditions, or other conditions. The market condition is reflected in the grant-date fair value of satisfying the of the grant to not be probable at the time of the grant date, and the recognition of compensation cost was deferred until the IPO was consummated in November recognized as expense according to the derived service period in the valuation model. Income taxes The Company accounts for which requires the recognized difference between the the differences are expected to reverse. Company assesses available evidence, that is established through a charge to income tax all available positive and negative evidence, including recent financial operations. The process to determine that it sustained, the tax position is then amount of the settlement. To include the related net interest and penalties. Net loss per share Basic outstanding during the period. Diluted earnings shares converted calculated by dividing the net loss excluded from the calculation because their effect would be antidilutive. For purpose of this restricted stock share if their effect is anti-dilutive. Emerging growth company status The Company is an “emerging growth company” (“EGC”), as defined in the Jumpstart Our Business Startups Act (“JOBS Act”) and is permitted to and plans to companies that are not EGCs. The Company the JOBS implementation of new or revised accounting standards. The Company has therefore, as long as the Company remains they become applicable to other public companies that are not EGCs. Recently adopted accounting standards In 11provided Amendments to entity may balance of retained earnings lease terms smaller reporting companies for fiscal years beginning after December 15, 2021. The Company adopted apply the transition the comparative periods accumulated deficit on the date of adoption. The Company has elected to with non-lease asset classes. The new standard Company practical expedient allowing the use-of-hindsight which would require the Company to reassess the lease term of its leases based on all facts and circumstances through the effective date. Results for reporting period beginning adjusted standard, on January 1, 2022, the Company liability. |
Short Term Investments
Short Term Investments | 12 Months Ended |
Dec. 31, 2023 | |
Short Term Investments [Abstract] | |
Short Term Investments | 3. Short Term Investments The Company’s short-term investments consist of the following (in thousands): As of December 31, 2023 Amortized Cost Unrealized Gains (Losses), Net Recorded Basis U.S. Treasury Securities $ 25,456 $ 8 $ 25,464 Total $ 25,456 $ 8 $ 25,464 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 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The fair values of their carrying values due to their short-term maturities. 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 years ended December 31, 2023 and 2022, there were no December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Short-term investments $ 25,464 $ — $ — $ 25,464 Money market account 1,029 — — 1,029 Total assets $ 26,493 $ — $ — $ 26,493 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 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 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): Prepaid 1.2 1.6 insurance premiums as of December 31, 2023 and 2022, respectively. Deposits consist of amounts held by the Company’s travel and logistics company and the leaseholder for the Florida lab. Clinical prepayments consist trials, primarily UB-612, that are amortized to expense as earned by the CRO and clinical trial sites. Prepaid materials and supplies consist of amounts paid in the Company’s clinical trials, primarily UB-612. Other prepaid software subscriptions and prepaid maintenance. during 2023 were recorded as prepaid expense and will be charged against equity raised under the program. no shares have been sold under the program. December 31, 2023 2022 Prepaid insurance $ 1,235 $ 1,870 Deposits 241 232 Clinical prepayments — 2,679 Prepaid materials and supplies — 248 Other 840 522 $ 2,316 $ 5,551 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 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): Depreciation expense for the years ended December 31, 2023 and 2022 was $ 2.2 1.7 December 31, 2023 2022 Airplane $ 11,983 $ 11,983 Laboratory and computer equipment 3,649 3,146 Leasehold improvements 576 403 Software 426 415 Facilities, furniture and fixtures 99 37 Vehicles 87 87 Construction in progress 128 65 Total property and equipment 16,948 16,136 Less: accumulated depreciation (5,867) (3,624) $ 11,081 $ 12,512 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 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): December 31, 2023 2022 Accrued compensation $ 1,558 $ 2,568 Accrued external research and development 1,202 6,904 Accrued professional fees and other 560 1,722 Accrued interest 21 176 $ 3,341 $ 11,370 |
Other Long-Term Liabilities
Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 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): As of December 31, 2023 and 2022, less than $ 0.1 0.2 the Company expirations enabled the Company to write off approximately $ 0.2 for the remaining exposures until the statute of limitations expires and it is appropriate to write them off. December 31, 2023 2022 Accrued tax provision $ 35 $ 236 $ 35 $ 236 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 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 December 31, 2023, the remaining principal payments for the 2025 Note, are as follows (in thousands): Interest expense 0.4 0.4 respectively. 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 issued to 4.2 0.2 million and less than $ 0.1 The carrying value of the 2022 Promissory Note is as follows (in thousands): As of December 31, 2023, the remaining principal payments for the 2022 Promissory Note, are as follows (in thousands): 2023 Promissory Note with Related Party In December 2023, $ 2.2 9.25 % per annum and is due November 1, 2027 . The 2023 Promissory Note was issued to satisfy 2.2 less than $ 0.1 The carrying value of the 2023 Promissory Note is as follows (in thousands): As of December 31, 2023, the remaining principal payments for the 2023 Promissory Note, are as follows (in thousands): December 31, 2023 2022 Principal $ 10,011 $ 10,455 Unamortized debt issuance cost (78) (131) Carrying amount 9,933 10,324 Less: current portion (406) (391) Note payable, net of current portion and debt issuance cost $ 9,527 $ 9,933 Amount 2024 $ 458 2025 9,553 $ 10,011 December 31, 2023 2022 Principal $ 3,112 $ 4,225 Less: current portion (1,029) (1,113) Note payable, net of current portion and debt issuance cost $ 2,083 $ 3,112 Amount 2024 1,029 2025 1,103 2026 980 $ 3,112 December 31, 2023 Principal $ 2,124 Less: current portion (472) Note payable, net of current portion $ 1,652 Amount 2024 472 2025 517 2026 567 2027 568 $ 2,124 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock [Abstract] | |
Common Stock | 10. Common Stock Vaxxinity’s 1,100,000,000 stock 0.0001 1,000,000,000 100,000,000 Holders of Class as otherwise expressly provided law, holders of our Class B common stock will be entitled to ten votes per share on all matters submitted to a vote of stockholders. Holders of stockholders, except (i) amendments to Vaxxinity’s value amendment and preferences or special rights of a class of capital stock would be required to vote separately to approve the proposed amendment. Holders of common stock are legally available therefor if the board of directors, in its discretion, determines to issue dividends. The voting, preferences of the holders of Vaxxinity’s The Company has reserved shares of common stock for issuance for the following purposes: December 31, 2023 2022 Options and RSUs issued and outstanding 22,123,762 20,716,760 Options available for future grants 6,266,663 6,064,003 Warrants issued and outstanding 1,928,020 1,928,020 30,318,445 28,708,783 |
Equity Incentive Plan
Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2023 | |
Equity Incentive Plan [Abstract] | |
Equity Incentive Plan | 11. Equity Incentive Plan Stock Options In March 2021, (the “2021 Pre-IPO Plan”), which provided for the Company to grant qualified incentive options, nonqualified options, restricted stock awards, common stock. The 21,593,830 In November 2021, our stockholders approved (the “Omnibus Plan”), which appreciation rights, restricted awards (including fully vested shares). The Omnibus Plan replaced the 2021 Pre-IPO Plan. The following is a summary of certain terms and conditions of the Omnibus Plan. At its inception in November 2021, the maximum number of shares 8,700,000 the 4 % preceding December 31, (ii) the number of shares determined by the Compensation Committee, if any such (iii) canceled Omnibus Plan, the maximum number of shares that can be issued under the plan was increased to 16,401,213 . As of 6,266,663 canceled, reacquired by the Company withholdings, or Plan. The exercise directors. Any incentive options granted to persons possessing less than 10 % of the total combined voting power of all classes of stock may not have an exercise price 100 % of the fair market value of granted to persons possessing more than 10 % of the total combined voting power of all classes of stock may not have an exercise price of less than 110 % of the fair market value of the common stock on the grant date. The option term for incentive awards may not be greater than ten years possessing more than 10 % of the total combined five years As 15,561,307 purchase 6,362,455 11,389,851 5,063,133 respectively were exercisable. Stock Option Activity The following table summarizes stock option activity for the year ended December 31, 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. The intrinsic value of options 0.2 4.5 respectively. The weighted-average grant-date fair 1.41 and $ 2.21 , respectively. The 9.2 8.8 respectively. Valuation The fair option valuation model 2023 and 2022: Stock Options Granted to Employees that Contain Performance and Market Conditions Included in 6,799,625 Class A Peter 5,983,670 outstanding. In August 2021, the stock option awards for the Mei Mei Hu and Louis Reese totaling 5,983,670 an equal number of options to purchase shares modification. The fair value of the 23.8 using the Monte-Carlo simulation model. The assumptions used in the Monte-Carlo simulation model were as follows: In connection with preparing its how the risk-free rate was reported as 58.00 % when it should have been reported as 0.58 %. The stock option awards for Peter Diamandis totaling 815,955 0.3 in the Monte-Carlo simulation model were as follows: The compensation over the derived service period for the market-based criteria. The condition for the market-based criteria in the stock options was based on the future price of the Company's common stock trading at or above a specified threshold. During the year ended December 5,439,700 6,799,625 performance-based vesting conditions had not been achieved. Restricted Stock The following table summarizes the Company’s restricted stock activity for the year ended December 31, 2023: No Stock-Based Compensation Expense The statements of operations (in thousands): As of December 31, 2023, total unrecognized compensation cost related to the unvested stock-based awards was $ 8.0 expected to be recognized over a weighted average period of 2.2 Number of Stock Options Outstanding Weighted Price Per Share Weighted Contractual Term (years) Aggregate Intrinsic Value (in thousands) Balance at December 31, 2022 20,416,760 $ 5.07 6.8 $ 7,166 Granted 4,573,829 2.02 Exercised (689,922) 0.66 Forfeited (2,376,905) 6.55 Balance at December 31, 2023 21,923,762 $ 4.42 6.0 $ 3,158 Options vested and exercisable at December 31, 2023 16,452,984 $ 4.37 5.6 $ 3,155 Number of Shares Weighted Average Grant Date Fair Value Per Share Unvested at December 31, 2022 300,000 $ 3.76 Issued — — Forfeited (100,000) 3.76 Unvested at December 31, 2023 200,000 $ 3.76 Years 2023 2022 Research and development $ 2,565 $ 3,276 General and administrative 4,943 5,438 Total stock-based compensation expense $ 7,508 $ 8,714 December 31, 2023 2022 Risk-free interest rate 3.46 % - 5.58 % 1.46 % - 4.22 % Expected term (in years) 0.12 6.11 5.5 6.1 Expected volatility 47.64 % - 83.09 % 90.01 % - 97.82 % Expected dividend yield 0.00 % 0.00 % Time to expiration (in years) 4.5 Volatility 75% Risk-free interest rate 0.58% Cost of equity 25% Fair value of underlying common stock (as of valuation date) $10.07 Time to expiration (in years) 1 Volatility 90% Risk-free interest rate 0.09% Cost of equity 25% Fair value of underlying common stock (as of valuation date) $4.12 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Income Taxes | 12. Income Taxes The sources of outside of the U.S., are as follows (in thousands): Years Losses before taxes 2023 2022 Domestic entities $ (54,850) $ (69,745) Entities outside the U.S. (2,084) (5,477) $ (56,934) $ (75,222) Tax Rate Reconciliation The Company’s effective tax rate for the years ended December 31, 2023 and 2022 was 0.00 % and 0.00 %, respectively. A reconciliation is as follows (in thousands): Years 2023 2022 Income taxes at statutory rate 21.00 % 21.00 % State income taxes, net of federal benefit 2.29 % (1.17) % Stock compensation (1.08) % (0.68) % Foreign rate differential (0.31) % (0.59) % Uncertain tax positions 0.00 % 0.00 % Plane expense (1.15) % 0.00 % Other 0.67 % 1.41 % Change in valuation allowance (21.42) % ( 19.98 % Provision for income taxes 0.00 % 0.00 % Deferred Tax Assets (Liabilities) The Company computes income taxes using measured by enacted rates, attributable liabilities. In deferred tax income valuation allowance against its net deferred is more likely than the Company is in a cumulative loss position. The valuation allowance increased by $ 12.2 2023 and 15.0 periods. The Company reevaluates the positive and negative evidence at each reporting period. Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 42,170 $ 39,184 Section 174 costs 15,631 7,424 Stock compensation 3,385 2,090 Other 225 559 Total deferred tax assets 61,411 49,257 Less: valuation allowance (61,369) (49,173) Net deferred tax assets $ 42 $ 84 Deferred tax liabilities: Depreciation $ (42) $ (84) Net deferred tax liabilities (42) (84) Net deferred income taxes $ — $ — Net Operating Losses As of 178.8 million, of 175.7 31.2 expiration date. Utilization limitations provided by Company has not changes since additional ownership changes of the under the Code. The annual limitation may result in the expiration of the credit carryforwards would be removed from The Inflation Reduction Act (IRA) was signed into law on August 16, 2022. The tax period ending after December 31, 2021 and preceding the tax year exceeds $1.0 billion and a 1% excise tax on stock repurchases made by publicly excise tax material impact to the Company's consolidated financial statements and related disclosures. The CHIPS and credit, a 25 % tax credit for investments in semiconductor manufacturing. It also includes as well as specialized tooling equipment required in the semiconductor manufacturing process. The Company is not currently claiming any such tax credits, as such the tax law updates statements and related disclosures. Enacted in 2017, the Tax Code section change had a delayed effective date and amortize R&E expenses performed in the U.S. over five years expenses statements and related disclosures. The Company is subject to tax audit in carryover of unused net operating losses and tax credits. Uncertain Tax Positions A summary of the Company’s unrecognized tax benefits activity and related information is presented as follows (in thousands): Years 2023 2022 Uncertain tax position liability at the beginning of the year $ 652 $ 652 Decreases during current period (617) — Uncertain tax position liability at the end of the year $ 35 $ 652 In 2023, $ 0.6 and as such, the statute of limitations expired 3 years from that date, in October 2023. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Net Loss Per Share [Abstract] | |
Net Loss Per Share | 13. Net Loss Per Share The Company’s potentially dilutive securities, which include options, the computation of number of common shares outstanding the following potential net loss per share for the years ended December 31, 2023 and 2022 because including them would December 31, 2023 2022 Unvested restricted stock 200,000 300,000 Options issued and outstanding 21,923,762 20,416,760 Warrants issued and outstanding 1,928,020 1,928,020 24,051,782 22,644,780 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Contractual Obligations The Company and contract manufacturing organizations (“CMOs”) to produce vaccines and other potential product candidates. Contracts with CROs and CMOs are generally cancellable, with notice, at the Company’s option. As of December 31, 2023, the Company had no its clinical trials or the production of the Company’s product candidates. Michael J. Fox Foundation Grant On November 3, 2021, the Company was awarded a grant from The Michael J. Fox Foundation for the amount 0.8 a -Synuclein immunotherapy. The well as characterize the binding properties of the antibodies against pathological forms of aSyn. Since funding was utilized over a two- year period, cash/deposits, with recognized payments from MJFF was intended to reimburse were incurred. The with a no related 0.1 development no t development expenses for the year ended December 31, 2023. Coalition for Epidemic Preparedness Innovations (“CEPI”) Grant In April CEPI agreed to provide 9.3 19 vaccine candidate as a heterologous – or ability of 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 agreement are reflected within restricted cash with a corresponding short-term accrued liability. The Company recognizes payments from CEPI as a reduction As of December 31, 2023, there was no the years ended 1.8 7.5 research and development expenses for amounts reimbursed through the CEPI grant. Lease Agreements The Company has two costs under its leases. In August 2023, 9,839 Florida commencing August 12, 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 2022 and will expire March 2029 with no option to renew. guidance found in ASC 842. Since the lease has a non-cancellable period of one year , and after the first year both the Company and the landlord have the option to which does not subject the New York lease to capitalization. Rent expense for each of the years ended December 31, 2023 and 2022 amounted to $ 0.6 0.5 License Agreements In October 2014, the Company assets and intellectual property. 32,505,306 exploitation of all amended in pursue indications outside the initial field limitations. In connection with the amendment, developed by the Company outside the original upon. The Company terms for the license at prevailing UBI upfront fees, revenue royalties, development milestones, commercial milestones, sublicense fees, and other related Vaxxinity’s US Holdings, LLC, all exclusive rights against all coronaviruses perpetual, exclusive and fully paid-up. Company has the right to grant sublicenses. The account for the issuance of common party did not have any basis in the assets licensed, so there was no accounting impact for the Company. In August 2021, Vaxxinity that agreement, Vaxxinity to otherwise exploit peptide-based vaccines in the field human immunodeficiency virus (HIV), herpes licensed under the Platform License certain designer peptides and proteins utilized in UB-612. In consideration UBI a warrant to purchase Class A common stock (the “UBI Warrant”). The Company considered ASC 805, “Business Combinations” (“ASC 805”) and ASC 730, in 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 other things, to indemnify them against certain liabilities that may arise by reason of their status or 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 of December 31, 2023 or 2022. Legal Proceedings From December 31, 2023 and 2022, the Company was not a party to any material legal matters or claims, except as discussed below. In December 2022, the America, LLC (“Ask America”). CEO, November 2021 initial public loan transaction was ever completed or consummated. special committee, comprised of independent into the circumstances of the litigation and company implemented certain additional control measures. On November 10, legal matter 02432-X, and is pending in the U.S. District Court for the Northern District of Texas. The counterclaims name the Company as a third- party defendant and alleges, among other things, certain violations of the Texas Securities Act and common law fraud. The Company accrues liability expenditures can consider a loss probable and no loss amount is estimable, hence no accrual for loss has been made. Loss Contingency In April 2021, the Company engaged United Biopharma, Inc. (“UBP”) to begin acquiring raw materials for use in the production of GMP grade recombinant protein for UB-612, the Company’s COVID-19 vaccine candidate under an Authorization to Proceed (“ATP”) 3 7.2 3.0 materials were received by UBP and paid for with a $ 3.0 $ 3.0 When the Company asked to pause further manufacture of protein upon rejection of the Emergency Use Authorization application by Taiwan in August 2021, UBP requested that its suppliers cancel the remaining $ 4.2 possession of the materials. In the fourth quarter of 2022, the Company learned that most of the suppliers refused although some agreed to seek other buyers for the materials. For these orders, management has not concluded that a loss for the Company is probable, or that one amount of loss is a better estimate than any other amount, since UBP were not originally authorized by the ATP no t been recognized for them. There is no claim against the Company by UBP related to these orders, no settlement or other agreement has 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 | 12 Months Ended |
Dec. 31, 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. During the 0.5 0.4 401(k) accounts. 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 years ended December 31, 2023 and 2022, the Company contributed less than $ 0.1 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. Related Party Transactions The Company has related Asia (“UBI-Asia”), UBI Pharma, Inc. (“UBI-P”), United BioPharma, Inc (“UBP”), and UBI IP Holding (“UBI-IP”). As of December 31, 2023, UBI and its 44 % of the Company’s stock. The majority of the voting both UBI and the Company 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, 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 - United BioPharma, Inc. provides the Company with manufacturing, testing, and validation. COVID MSA (“COVID Company’s COVID-19 program and provides Company. COVID-19 technologies related to diagnostics, vaccines, and therapies for COVID-19. The MSA established the terms under which UBI-Asia provides research, development, testing, manufacturing services to the Company. In August expanded 1,928,020 12.45 to adjustment pursuant thereto), is not subject to vesting, and has a term of five years The Company also considers Ogilvie, is on the Company’s board of directors. Total related party operating activity, December 31, 2023 2022 Consolidated balance sheet Assets Prepaid expenses and other current assets $ — $ 237 Amounts due from related parties 414 414 Liabilities Accrued expenses — — Amounts due to related parties 10,575 12,772 Current portion of note payable 1,500 1,113 Note payable 3,735 3,112 Accrued interest payable $ — $ 73 Years 2023 2022 Operating expenses Research and development Services provided by related parties $ 568 $ 4,172 General and administrative Services provided by related parties 2,725 — Other expense Related party interest expense $ 248 $ 73 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events On March 8, 2024, (the “Repricing”). The Repricing generally applied to Class A Executive Chairman, Company’s Omnibus Plan and the stock granted the approximately 10,105,140 The Eligible Options were repriced such that the exercise price 0.70 , the closing price of the Company’s Class Class A common stock prior to the Repricing. In order to exercise the Employee otherwise “Retention Period” that ends on the earlier an employee exercises an Employee Option prior to the end of the Retention Period, such employee will be required to pay exercise price Founders will be will be subject to not be eligible to receive annual equity grants in 2024 and 2025. The Company is evaluating the impact of the Repricing and will disclose this impact in its Quarterly Report on Form 10-Q for the first quarter of fiscal year 2024. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements have States of America (GAAP) for financial reporting. |
Foreign currency translation | Foreign currency translation The functional currency rates and operations accounts foreign currency translation (gains) losses in the consolidated statements of operations. |
Segment information | Segment information Operating segments are reviewed by assessing performance. The Company’s as a single operating segment and has one reportable segment. |
Use of estimates | Use of estimates The preparation of consolidated and assumptions that affect the reported amounts of assets and liabilities and the consolidated financial statements and the reported amounts of expenses during within these prepaid expense recognition, income tax valuation allowance and accruals of research and development expenses. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that under the Actual results may differ materially from those estimates or assumptions. |
Related party transactions | Related party transactions The related party transactions to the Company's Audit Committee. The Audit Committee reviews in advance related party transactions, and considers multiple principal that products or services, and an assessment of whether the proposed transaction is on terms that from, as the case may be, unrelated third parties. Under the policy, related party transactions are approved only if the Audit Committee determines in good faith that the transaction is consistent with the interests of the Company and its shareholders. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the time of initial purchase to be equivalents with financial institutions, of the Company’s cash management policy cash flow requirements, and to attain a market rate of return. |
Restricted cash | Restricted cash As of 0.1 1.1 restrictions related to securing credit card obligations Funding Agreement and securing credit accompanying consolidated balance sheets. |
Short term investments | Short Term Investments The investments are Company classifies investments are classified as long-term assets for a period of at least one year and (ii) the contractual maturity date of the investments is greater than one year. Available-for-sale investments are recorded at fair value, with unrealized gains or losses included in accumulated other comprehensive income amortization or accretion of discounts and premiums on investments are included within other income (expense) on consolidated statements of operations and other comprehensive loss. Available-for-sale debt securities are reviewed for possible impairment at least quarterly, or more frequently if circumstances arise that may indicate impairment. When the must be determined whether it to sell the the security’s amortized cost to its fair market value and the realized loss is reported equity as accumulated other comprehensive income (loss) on the accompanying consolidated statements of stockholder’s equity. The Company did no t record any such impairments during the years ended December 31, 2023 and 2022. |
Concentration of credit risk | Concentration of credit risk Financial instruments The Company maintains are not exposed maintains a management believes to be creditworthy. The Company is dependent on contract manufacturers, several of whom are considered to be related parties, for manufacturing, quality control, testing, validation and supply services, including production, research and development and future revenue as well as research and development more of its contract manufacturers. |
Leases | Leases At determines the operating lease liabilities in our consolidated balance sheets. Lease recognition occurs at the commencement date the lease term. The lease terms exercise that borrowing rate in determining the present value of lease payments. Right-of-use (ROU) assets represent the Company’s underlying asset ROU assets also lease expense is recognized on limited by the expected lease term, unless with both lease and non-lease components, are generally accounted for together as a single lease component. The Company has elected to capitalization. |
Property and equipment | Property and equipment Property and equipment are estimated useful life of the assets. The estimated useful life of property and equipment is as follows: Upon retirement or sale, the cost of assets resulting gain or incurred Estimated Useful Life Airplane 15 years Facilities 5 years Furniture and fixtures 5 years Vehicles 5 years Laboratory and computer equipment 3 years Software 3 years Leasehold improvements Shorter of the useful life of improvement or the remaining lease term |
Impairment of long-lived assets | Impairment of long-lived assets Long-lived circumstances indicate deciding significant negative industry or review expected to recognized when estimated undiscounted future cash flows expected to result from the use of an asset The impairment loss would be discounted cash flows. To date, the Company has not recorded any impairment losses or disposals on long-lived assets. |
Deferred offering costs | Deferred offering costs The Company capitalizes certain financing effort recorded deferred offering operations and other comprehensive loss. The Company records term of the debt using the effective interest method and recognized as interest expense in the accompanying consolidated statements of operations and other comprehensive loss. |
Fair value measurements | Fair value measurements Certain assets and liabilities an asset or paid to transfer a liability (an transaction between market participants on the measurement date. Valuation use of classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1—Quoted prices in active markets that are identical assets or liabilities. Level 2—Observable inputs (other than Level 1 quoted prices corroborated by observable market data. Level 3—Unobservable inputs that are supported by assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. |
Coalition for epidemic preparedness ("CEPI") grant | Coalition for Epidemic Preparedness (“CEPI”) grant In April CEPI agreed to provide 9.3 19 vaccine candidate as a the ability of UB-612 to boost COVID-19 immunity against the original strain and multiple variants of concern including Omicron - in people aged 16 years or older, who have been previously immunized with an authorized COVID-19 vaccine. Cash payments received in advance under the CEPI Funding Agreement were restricted as to their use until expenditures contemplated in the short-term accrued liability. the same period as the expenses that the grant was intended to reimburse were incurred. |
Research and development | Research and development Research compensation and other corporate costs attributable to research and development activities and are expensed as incurred. The Company has entered into various research, development and manufacturing contracts, some of which are with related parties (see Note 16). These expenses as incurred. liabilities, the Company contracted costs. The Company’s historical accrual estimates have not been materially different from the actual costs. |
Patent costs | Patent costs Patent-related costs relating to the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. |
Stock-based compensation | Stock-based compensation The Company measures all stock-based awards granted to employees, directors and non-employees based on the fair of grant and recognizes compensation of the respective award. Forfeitures are accounted for as they occur. The Company classifies stock-based in the same classified. Prior to value of its common stock was determined by its most recently available third-party valuations of common stock. There are significant judgments assumptions include sold shares of preferred the likelihood of, achieving a liquidity event, such as an IPO or sale. Significant changes to the key assumptions used in could have resulted in different fair values of common stock at each valuation date. The fair value of each restricted stock award is estimated on on that same (“Black-Scholes”), which expected term 2021, lacks sufficient company-specific stock volatility based on time as it has adequate has been determined utilizing the “simplified” method for awards that qualify as granted to non-employees is equal to the the U.S. Treasury yield curve in effect at award. Expected dividend expect to pay any cash dividends in the foreseeable future. Performance-based options The Company accounts for performance-based options according to the ASC 718, Compensation – Stock Compensation ("ASC 718"), which are subject to different accounting depending on whether they meet the definition of performance conditions, market conditions, or other conditions. The market condition is reflected in the grant-date fair value of satisfying the of the grant to not be probable at the time of the grant date, and the recognition of compensation cost was deferred until the IPO was consummated in November recognized as expense according to the derived service period in the valuation model. |
Income taxes | Income taxes The Company accounts for which requires the recognized difference between the the differences are expected to reverse. Company assesses available evidence, that is established through a charge to income tax all available positive and negative evidence, including recent financial operations. The process to determine that it sustained, the tax position is then amount of the settlement. To include the related net interest and penalties. |
Net loss per share | Net loss per share Basic outstanding during the period. Diluted earnings shares converted calculated by dividing the net loss excluded from the calculation because their effect would be antidilutive. For purpose of this restricted stock share if their effect is anti-dilutive. |
Emerging growth company status | Emerging growth company status The Company is an “emerging growth company” (“EGC”), as defined in the Jumpstart Our Business Startups Act (“JOBS Act”) and is permitted to and plans to companies that are not EGCs. The Company the JOBS implementation of new or revised accounting standards. The Company has therefore, as long as the Company remains they become applicable to other public companies that are not EGCs. |
Recently adopted accounting standards | Recently adopted accounting standards In 11provided Amendments to entity may balance of retained earnings lease terms smaller reporting companies for fiscal years beginning after December 15, 2021. The Company adopted apply the transition the comparative periods accumulated deficit on the date of adoption. The Company has elected to with non-lease asset classes. The new standard Company practical expedient allowing the use-of-hindsight which would require the Company to reassess the lease term of its leases based on all facts and circumstances through the effective date. Results for reporting period beginning adjusted standard, on January 1, 2022, the Company liability. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Useful life of property and equipment | Estimated Useful Life Airplane 15 years Facilities 5 years Furniture and fixtures 5 years Vehicles 5 years Laboratory and computer equipment 3 years Software 3 years Leasehold improvements Shorter of the useful life of improvement or the remaining lease term |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Short Term Investments [Abstract] | |
Short-Term Investments | As of December 31, 2023 Amortized Cost Unrealized Gains (Losses), Net Recorded Basis U.S. Treasury Securities $ 25,456 $ 8 $ 25,464 Total $ 25,456 $ 8 $ 25,464 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 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis | December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Short-term investments $ 25,464 $ — $ — $ 25,464 Money market account 1,029 — — 1,029 Total assets $ 26,493 $ — $ — $ 26,493 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 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, Net [Abstract] | |
Property and Equipment, Net | December 31, 2023 2022 Airplane $ 11,983 $ 11,983 Laboratory and computer equipment 3,649 3,146 Leasehold improvements 576 403 Software 426 415 Facilities, furniture and fixtures 99 37 Vehicles 87 87 Construction in progress 128 65 Total property and equipment 16,948 16,136 Less: accumulated depreciation (5,867) (3,624) $ 11,081 $ 12,512 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Accrued expenses and other current liabilities | December 31, 2023 2022 Accrued compensation $ 1,558 $ 2,568 Accrued external research and development 1,202 6,904 Accrued professional fees and other 560 1,722 Accrued interest 21 176 $ 3,341 $ 11,370 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Prepaid Expenses and Other Current Assets | December 31, 2023 2022 Prepaid insurance $ 1,235 $ 1,870 Deposits 241 232 Clinical prepayments — 2,679 Prepaid materials and supplies — 248 Other 840 522 $ 2,316 $ 5,551 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Long-Term Liabilities [Abstract] | |
Other Liabilities | December 31, 2023 2022 Accrued tax provision $ 35 $ 236 $ 35 $ 236 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Note, 2025 [Member] | |
Debt Instrument [Line Items] | |
Carrying Values | December 31, 2023 2022 Principal $ 10,011 $ 10,455 Unamortized debt issuance cost (78) (131) Carrying amount 9,933 10,324 Less: current portion (406) (391) Note payable, net of current portion and debt issuance cost $ 9,527 $ 9,933 |
Schedule of Maturities of Notes Payable | Amount 2024 $ 458 2025 9,553 $ 10,011 |
2022 Promissory Note [Member] | |
Debt Instrument [Line Items] | |
Carrying Values | December 31, 2023 2022 Principal $ 3,112 $ 4,225 Less: current portion (1,029) (1,113) Note payable, net of current portion and debt issuance cost $ 2,083 $ 3,112 |
Schedule of Maturities of Notes Payable | Amount 2024 1,029 2025 1,103 2026 980 $ 3,112 |
2023 Promissory Note [Member] | |
Debt Instrument [Line Items] | |
Carrying Values | December 31, 2023 Principal $ 2,124 Less: current portion (472) Note payable, net of current portion $ 1,652 |
Schedule of Maturities of Notes Payable | Amount 2024 472 2025 517 2026 567 2027 568 $ 2,124 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock [Abstract] | |
Reserved Shares of Common Stock for Issuance | December 31, 2023 2022 Options and RSUs issued and outstanding 22,123,762 20,716,760 Options available for future grants 6,266,663 6,064,003 Warrants issued and outstanding 1,928,020 1,928,020 30,318,445 28,708,783 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity Incentive Plan [Abstract] | |
Summary of Stock Option Activity | Number of Stock Options Outstanding Weighted Price Per Share Weighted Contractual Term (years) Aggregate Intrinsic Value (in thousands) Balance at December 31, 2022 20,416,760 $ 5.07 6.8 $ 7,166 Granted 4,573,829 2.02 Exercised (689,922) 0.66 Forfeited (2,376,905) 6.55 Balance at December 31, 2023 21,923,762 $ 4.42 6.0 $ 3,158 Options vested and exercisable at December 31, 2023 16,452,984 $ 4.37 5.6 $ 3,155 |
Weighted Average Assumptions | December 31, 2023 2022 Risk-free interest rate 3.46 % - 5.58 % 1.46 % - 4.22 % Expected term (in years) 0.12 6.11 5.5 6.1 Expected volatility 47.64 % - 83.09 % 90.01 % - 97.82 % Expected dividend yield 0.00 % 0.00 % Time to expiration (in years) 4.5 Volatility 75% Risk-free interest rate 0.58% Cost of equity 25% Fair value of underlying common stock (as of valuation date) $10.07 Time to expiration (in years) 1 Volatility 90% Risk-free interest rate 0.09% Cost of equity 25% Fair value of underlying common stock (as of valuation date) $4.12 |
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 Issued — — Forfeited (100,000) 3.76 Unvested at December 31, 2023 200,000 $ 3.76 |
Schedule of Stock-Based Compensation Expense for Stock Options | Years 2023 2022 Research and development $ 2,565 $ 3,276 General and administrative 4,943 5,438 Total stock-based compensation expense $ 7,508 $ 8,714 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Loss Before Income Taxes | Years Losses before taxes 2023 2022 Domestic entities $ (54,850) $ (69,745) Entities outside the U.S. (2,084) (5,477) $ (56,934) $ (75,222) |
Reconciliation of Income Tax Percent | Years 2023 2022 Income taxes at statutory rate 21.00 % 21.00 % State income taxes, net of federal benefit 2.29 % (1.17) % Stock compensation (1.08) % (0.68) % Foreign rate differential (0.31) % (0.59) % Uncertain tax positions 0.00 % 0.00 % Plane expense (1.15) % 0.00 % Other 0.67 % 1.41 % Change in valuation allowance (21.42) % ( 19.98 % Provision for income taxes 0.00 % 0.00 % |
Schedule of Deferred Tax Assets | As of December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 42,170 $ 39,184 Section 174 costs 15,631 7,424 Stock compensation 3,385 2,090 Other 225 559 Total deferred tax assets 61,411 49,257 Less: valuation allowance (61,369) (49,173) Net deferred tax assets $ 42 $ 84 Deferred tax liabilities: Depreciation $ (42) $ (84) Net deferred tax liabilities (42) (84) Net deferred income taxes $ — $ — |
Schedule of Unrecognized Tax Benefits | Years 2023 2022 Uncertain tax position liability at the beginning of the year $ 652 $ 652 Decreases during current period (617) — Uncertain tax position liability at the end of the year $ 35 $ 652 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Net Loss Per Share [Abstract] | |
Schedule of Excluded Potential Common Shares from Computation of Diluted Net Loss Per Share | December 31, 2023 2022 Unvested restricted stock 200,000 300,000 Options issued and outstanding 21,923,762 20,416,760 Warrants issued and outstanding 1,928,020 1,928,020 24,051,782 22,644,780 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Operating Activity | December 31, 2023 2022 Consolidated balance sheet Assets Prepaid expenses and other current assets $ — $ 237 Amounts due from related parties 414 414 Liabilities Accrued expenses — — Amounts due to related parties 10,575 12,772 Current portion of note payable 1,500 1,113 Note payable 3,735 3,112 Accrued interest payable $ — $ 73 Years 2023 2022 Operating expenses Research and development Services provided by related parties $ 568 $ 4,172 General and administrative Services provided by related parties 2,725 — Other expense Related party interest expense $ 248 $ 73 |
Nature of the Business (Narrati
Nature of the Business (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Nature of Business Disclosures [Line Items] | ||
Cash and cash equivalents | $ 4,931 | $ 33,475 |
Net Income Loss | (56,934) | (75,222) |
Accumulated deficit | (361,637) | (304,703) |
Net Cash Provided By Used In Operating Activities | (57,238) | (55,928) |
Short Term Investments | $ 25,464 | $ 53,352 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Restricted cash | $ 105,000 | $ 1,095,000 |
Lessee, Lease, Description [Line Items] | ||
Impairment charges | 0 | $ 0 |
Funding amount provided | $ 9,300,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Useful Life of Property and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Airplane [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Facilities [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture And Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Laboratory And Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property Plant And Equipment Estimated Useful Lives | Shorter of the useful life of improvement or the remaining lease term |
Short Term Investments (Details
Short Term Investments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost | $ 25,456,000 | $ 53,549,000 |
Unrealized Gains (Losses), Net | 8,000 | (197,000) |
Recorded Basis | 25,464,000 | 53,352,000 |
U S Treasury Securities [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost | 25,456,000 | 53,549,000 |
Unrealized Gains (Losses), Net | 8,000 | (197,000) |
Recorded Basis | $ 25,464,000 | $ 53,352,000 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class Of Warrant Or Right [Line Items] | ||
Transfer amount between classes | $ 0 | $ 0 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 25,464,000 | $ 53,352,000 |
Cash and cash equivalents | 4,931,000 | 33,475,000 |
Assets | 26,493,000 | 81,076,000 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 1,029,000 | 27,724,000 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 25,464,000 | 53,352,000 |
Assets | 26,493,000 | 81,076,000 |
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 1,029,000 | 27,724,000 |
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 Funds [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 Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | $ 0 | $ 0 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Narrative) (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expenses and Other Current Assets [Line Items] | ||
Unamortized Portion Insurance Fee | $ 1,200,000 | $ 1,600,000 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets (Prepaid Expenses and Other Current Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expenses and Other Current Assets [Abstract] | ||
Prepaid Insurance | $ 1,235 | $ 1,870 |
Deposits | 241 | 232 |
Clinical prepayments | 0 | 2,679 |
Prepaid materials and supplies | 0 | 248 |
Other | 840 | 522 |
Total | $ 2,316 | $ 5,551 |
Property and Equipment, Net (Na
Property and Equipment, Net (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 2,234 | $ 1,684 |
Property and Equipment, Net (Pr
Property and Equipment, Net (Property and Equipment, Net) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 16,948 | $ 16,136 |
Less: accumulated depreciation | (5,867) | (3,624) |
Property and equipment, net | 11,081 | 12,512 |
Airplane [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 11,983 | 11,983 |
Laboratory And Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 3,649 | 3,146 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 576 | 403 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 426 | 415 |
Facilities, Furniture And Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 99 | 37 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 87 | 87 |
Construction In Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 128 | $ 65 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Accrued Expenses and Other Current Liabilities) (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Expenses and Other Current Liabilities [Abstract] | ||
Accrued compensation | $ 1,558,000 | $ 2,568,000 |
Accrued external research and development | 1,202,000 | 6,904,000 |
Accrued professional fees and other | 560,000 | 1,722,000 |
Accrued interest | 21,000 | 176,000 |
Total | $ 3,341,000 | $ 11,370,000 |
Other Long-Term Liabilities (Na
Other Long-Term Liabilities (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Other Long-Term Liabilities [Abstract] | ||
Accrued payroll taxes | $ 100,000 | $ 100,000 |
Penalties and interest accrued write off | $ 200,000 |
Other Long-Term Liabilities (Ot
Other Long-Term Liabilities (Other Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Long-Term Liabilities [Abstract] | ||
Accrued tax provision | $ 35 | $ 236 |
Total | $ 35 | $ 236 |
Notes payable (Narrative) (Deta
Notes payable (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2022 | Jun. 30, 2020 | |
Note 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes payable | $ 4.2 | $ 11.5 | ||
Debt Instrument Interest Rate Stated Percentage | 3.40% | |||
Debt maturity date | Jun. 09, 2025 | |||
Interest Expense, Debt | $ 0.4 | $ 0.4 | ||
Debt Instrument Periodic Payment Interest | 0.1 | |||
Debt Instrument Periodic Payment Terms Balloon Payment To Be Paid | 9.4 | |||
Payments Of Debt Issuance Costs | 0.3 | |||
Promissory 2022 Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes payable | $ 4.2 | |||
Debt Instrument Interest Rate Stated Percentage | 7% | |||
Interest Expense, Debt | 0.2 | $ 0.1 | ||
Promissory 2023 Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes payable | $ 2.2 | |||
Debt Instrument Interest Rate Stated Percentage | 9.25% | |||
Debt maturity date | Nov. 01, 2027 | |||
Interest Expense, Debt | $ 0.1 |
Notes payable (Carrying Value)
Notes payable (Carrying Value) (Details) - Notes Payable [Member] - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Note, 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Principal | $ 10,011 | $ 10,455 |
Unamortized debt issuance cost | (78) | (131) |
Total | 9,933 | 10,324 |
Less: current portion | (406) | (391) |
Note payable, net of current portion and debt issuance cost | 9,527 | 9,933 |
Promissory Note with Related Party [Member] | ||
Debt Instrument [Line Items] | ||
Less: current portion | (472) | |
Note payable, net of current portion and debt issuance cost | 1,652 | |
Promissory 2022 Note [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 3,112 | 4,225 |
Less: current portion | (1,029) | (1,113) |
Note payable, net of current portion and debt issuance cost | 2,083 | $ 3,112 |
Promissory 2023 Note [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 2,124 | |
Less: current portion | (472) | |
Note payable, net of current portion and debt issuance cost | $ 1,652 |
Notes payable (Annual Principal
Notes payable (Annual Principal Payments) (Details) - Notes Payable [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Note, 2025 [Member] | ||
Debt Instrument [Line Items] | ||
2024 | $ 458,000 | |
2025 | 9,553,000 | |
2026 | 9,553,000 | |
Total | 10,011,000 | $ 10,455,000 |
Promissory 2022 Note [Member] | ||
Debt Instrument [Line Items] | ||
2024 | 1,029,000 | |
2025 | 1,103,000 | |
2026 | 980,000 | |
Total | 3,112,000 | $ 4,225,000 |
Promissory 2023 Note [Member] | ||
Debt Instrument [Line Items] | ||
2024 | 472,000 | |
2025 | 517,000 | |
2026 | 567,000 | |
2027 | 568,000 | |
Total | $ 2,124,000 |
Common Stock (Narrative) (Detai
Common Stock (Narrative) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class Of Stock [Line Items] | ||
Issuance of stock, shares | 32,505,306 | |
Class A Common Stock [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Class B [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Amended And Restated Common Stock [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 1,100,000,000 | |
Common stock, par value | $ 0.0001 | |
Amended And Restated Common Stock [Member] | Class A Common Stock [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 1,000,000,000 | |
Amended And Restated Common Stock [Member] | Common Class B [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 100,000,000 |
Common Stock (Reserved Share of
Common Stock (Reserved Share of Common Stock for Issuance) (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Class Of Stock [Line Items] | ||
Options issued and outstanding | 21,923,762 | 20,416,760 |
Options [Member] | ||
Class Of Stock [Line Items] | ||
Options issued and outstanding | 22,123,762 | 20,716,760 |
Options available for future grants | 6,266,663 | 6,064,003 |
Warrants issued and outstanding | 1,928,020 | 1,928,020 |
Reserved Shares of Common Stock | 30,318,445 | 28,708,783 |
Equity Incentive Plan (Narrativ
Equity Incentive Plan (Narrative) (Details - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jan. 01, 2024 | Aug. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options outstanding | 21,923,762 | 20,416,760 | ||||
Options exercisable | 16,452,984 | |||||
Total stock-based compensation expense | $ 7,508,000 | $ 8,714,000 | ||||
Shares canceled | 2,376,905 | |||||
Mei Mei Hu and Louis Reese [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Risk-free interest rate | 0.58% | 0.58% | ||||
Scenario Previously Reported [Member] | Mei Mei Hu and Louis Reese [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Risk-free interest rate | 58% | |||||
Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares available for grant | 6,266,663 | 6,064,003 | ||||
Options outstanding | 22,123,762 | 20,716,760 | ||||
Minimum [Member] | Restricted Stock [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Award vesting period | 1 year | |||||
Employee and Non-Employees [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Award vesting period | 4 years | |||||
Employee and Non-Employees [Member] | Performance And Market Based [Member] | Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options outstanding | 5,983,670 | |||||
Class A Common Stock [Member] | Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options outstanding | 15,561,307 | |||||
Options exercisable | 11,389,851 | |||||
Common Class B [Member] | Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options outstanding | 6,362,455 | |||||
Options exercisable | 5,063,133 | |||||
2021 Stock Option and Grant Plan [Member] | First Anniversary [Member] | Restricted Stock [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Total fair value of options vested | $ 0 | |||||
2021 Stock Option and Grant Plan [Member] | Performance And Market Based [Member] | Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares available for grant | 6,799,625 | |||||
Shares vested | 5,439,700 | |||||
2021 Stock Option and Grant Plan [Member] | Board of Directors [Member] | Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options exercisable | 815,955 | |||||
Intrinsic value of options exercised | $ 300,000 | |||||
2021 Stock Option and Grant Plan [Member] | Class A Common Stock [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Available for issuance under Plan | 21,593,830 | |||||
Omnibus Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Exercise price threshold as a percentage of combined voting power | 10% | |||||
Minimum exercise price for grantees under combined voting power threshold | 100% | |||||
Minimum exercise price for grantees under combined voting power threshold | 110% | |||||
Award expiration term | 10 years | |||||
Award expiration term for grantees under combined voting power threshold | 5 years | |||||
Total unrecognized compensation cost | $ 8,000,000 | |||||
Recognized over a weighted average period | 2 years 2 months 12 days | |||||
Omnibus Plan [Member] | Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Intrinsic value of options exercised | $ 200,000 | $ 4,500,000 | ||||
Weighted-average grant-date fair value per share of options granted | $ 1.41 | $ 2.21 | ||||
Total fair value of options vested | $ 9,200,000 | $ 8,800,000 | ||||
Omnibus Plan [Member] | Class A Common Stock [Member] | Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Available for issuance under Plan | 8,700,000 | |||||
Increase in number of shares available for grant | 16,401,213 | |||||
Number of shares available for grant | 6,266,663 | |||||
Percentage increase in shares available for grant | 4% | |||||
Omnibus Plan [Member] | Class A Common Stock [Member] | Employee and Non-Employees [Member] | Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options exercisable | 6,799,625 | |||||
Omnibus Plan [Member] | Common Class B [Member] | Employee and Non-Employees [Member] | Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options outstanding | 5,983,670 | |||||
Total fair value of options vested | $ 23,800,000 |
Equity Incentive Plan (Summary
Equity Incentive Plan (Summary of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity Incentive Plan [Abstract] | ||
Number of Stock Options Outstanding, Balance at December 31, 2022 | 20,416,760 | |
Number of Stock Options Outstanding, Granted | 4,573,829 | |
Number of Stock Options Outstanding, Exercised | (689,922) | |
Number of Stock Options Outstanding, Forfeited | (2,376,905) | |
Number of Stock Options Outstanding, Balance at December 31, 2023 | 21,923,762 | 20,416,760 |
Number of Stock Options Outstanding, Options vested and exercisable at December 31, 2023 | 16,452,984 | |
Weighted Price Per Share, Balance at December 31, 2022 | $ 5.07 | |
Weighted Price Per Share, Granted | 2.02 | |
Weighted Price Per Share, Exercised | 0.66 | |
Weighted Price Per Share, Forfeited | (6.55) | |
Weighted Price Per Share, Balance at December 31, 2023 | 4.42 | $ 5.07 |
Weighted Price Per Share, Options vested and exercisable at December 31, 2023 | $ 4.37 | |
Weighted Contractual Term (years), Balance at December 31 | 6 years | 6 years 9 months 18 days |
Weighted Contractual Term (years), Options vested and exercisable at December 31, 2023 | 5 years 7 months 6 days | |
Aggregate Intrinsic Value, Balance at December 31 | $ 3,158 | $ 7,166 |
Aggregate Intrinsic Value, Options vested and exercisable at December 31, 2023 | $ 3,155 |
Equity Incentive Plan (Weighted
Equity Incentive Plan (Weighted Average Assumptions) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 3.46% | 1.46% |
Risk-free interest rate, maximum | 5.58% | 4.22% |
Expected volatility, minimum | 47.64% | 90.01% |
Expected volatility, maximum | 83.09% | 97.82% |
Expected dividend yield | 0% | 0% |
Mei Mei Hu and Louis Reese [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 0.58% | 0.58% |
Expected term (in years) | 4 years 6 months | |
Expected volatility | 0.75% | |
Cost Of Equity | 25% | |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Exercise Price | $ 10.07 | |
Peter Diamandis [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 0.0009% | |
Expected term (in years) | 1 year | |
Expected volatility | 0.90% | |
Cost Of Equity | 0.25% | |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Exercise Price | $ 4.12 | |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 1 month 13 days | 5 years 6 months |
Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 1 month 9 days | 6 years 1 month 6 days |
Equity Incentive Plan (Summar_2
Equity Incentive Plan (Summary of Restricted Stock Activity) (Details) - Restricted Stock [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Unvested at December 31, 2022 | shares | 300,000 |
Number of Shares, Issued | shares | 100,000 |
Number of Shares, Unvested at December 31, 2023 | shares | 200,000 |
Weighted Average Grant Date Fair Value Per Share, Unvested at December 31, 2022 | $ / shares | $ 3.76 |
Weighted Average Grant Date Fair Value Per Share, Issued | $ / shares | 3.76 |
Weighted Average Grant Date Fair Value Per Share, Unvested at December 31, 2023 | $ / shares | $ 3.76 |
Equity Incentive Plan (Schedule
Equity Incentive Plan (Schedule of Stock-Based Compensation Expense for Stock Options) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 7,508 | $ 8,714 |
Research And Development Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 2,565 | 3,276 |
General And Administrative Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 4,943 | $ 5,438 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance increase | $ 12,200,000 | $ 15,000,000 |
Effective Income Tax Rate Continuing Operations | 0% | 0% |
Income Tax Examination Penalties And Interest Accrued | $ 100,000 | $ 200,000 |
Tax liabilities reversed due to late returns for tax year 2016 and 2017 | $ 600,000 | |
Advanced manufacturing investment tax credit rate | 25% | |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 178,800,000 | $ 175,700,000 |
Foreign [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 31,200,000 |
Income Taxes (Schedule of Loss
Income Taxes (Schedule of Loss Before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Abstract] | ||
Domestic entities | $ (54,850) | $ (69,745) |
Entities outside the U.S. | (2,084) | (5,477) |
Loss before income taxes | $ (56,934) | $ (75,222) |
Income Taxes (Reconciliation of
Income Taxes (Reconciliation of Income Tax Percent) (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Abstract] | ||
Income taxes at statutory rate | 21% | 21% |
State and local taxes, net of federal benefits | 2.29% | (1.17%) |
Stock compensation | (1.08%) | (0.68%) |
Foreign rate differential | (0.31%) | (0.59%) |
Uncertain tax positions | 0% | 0% |
Plane Expense | (1.15%) | 0% |
Other | 0.67% | 1.4125% |
Change in valuation allowance | (21.42%) | (19.975%) |
Provision for income taxes | 0% | 0% |
Income Taxes (Schedule of Defer
Income Taxes (Schedule of Deferred Tax Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Taxes [Abstract] | ||
Net operating loss carryforwards | $ 42,170 | $ 39,184 |
Section 174 Costs | 15,631 | 7,424 |
Stock Compensation | 3,385 | 2,090 |
Other | 225 | 559 |
Total deferred tax assets | 61,411 | 49,257 |
Less: valuation allowance | (61,369) | (49,173) |
Net deferred tax assets | 42 | 84 |
Depreciation | (42) | (84) |
Net deferred tax liabilities | (42) | (84) |
Net deferred income taxes | $ 0 | $ 0 |
Income Taxes (Schedule of Unrec
Income Taxes (Schedule of Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Abstract] | ||
Uncertain tax position liability at the beginning of the year | $ 652 | $ 652 |
Decreases during current period | (617) | 0 |
Uncertain tax position liability at the end of the year | $ 35 | $ 652 |
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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Excluded potential common shares from computation of diluted net loss per share | 24,051,782 | 22,644,780 |
Unvested Restricted Stock [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 |
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 | 21,923,762 | 20,416,760 |
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 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Nov. 03, 2021 USD ($) | Apr. 30, 2022 USD ($) ft² | Aug. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) Item shares | Dec. 31, 2022 USD ($) | Aug. 31, 2023 USD ($) ft² | Apr. 30, 2021 USD ($) | |
Commitments And Contingencies [Line Items] | ||||||||
Rent expense | $ 600,000 | $ 500,000 | ||||||
Shares issued | shares | 32,505,306 | |||||||
Number of Operating Lease Agreements | Item | 2 | |||||||
Materials Expensed | $ 0 | |||||||
Florida Lease [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Area Of Land | ft² | 9,839 | |||||||
Security deposit | $ 100,000 | |||||||
Lease, initial term | 1 year | |||||||
Lease obligation | $ 500,000 | |||||||
New York Lease [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Area Of Land | ft² | 4,419 | |||||||
Lease, initial term | 1 year | |||||||
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 Manufacturing Organizations [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Remaining prepayments | 0 | |||||||
UB-612 [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Materials Ordered | $ 7,200,000 | |||||||
Materials Ordered And Paid | 3,000,000 | |||||||
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] | ||||||||
Reduction In Research And Development | 0 | 100,000 | ||||||
Project Grant | $ 800,000 | |||||||
Grant, Accrued Liability, Current | 0 | |||||||
Coalition For Epidemic Preparedness Innovations Cepi Grant [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Restricted Cash And Current Accrued Liability | 0 | |||||||
Reduction In Research And Development | $ 1,800,000 | $ 7,500,000 | ||||||
Project Grant | $ 9,300,000 |
Benefit Plans (Narrative) (Deta
Benefit Plans (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Company matches employee contributions to the Plan at 100% up to 4% | 100% | |
Company contributions | $ 0.5 | $ 0.4 |
Maximum percentage of employee's base salary employer matches 100% | 4% | |
Foreign Plan [Member] | Personal Retirement Savings Account [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Company matches employee contributions to the Plan at 100% up to 4% | 5% | |
Company contributions | $ 0.1 | $ 0.1 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Research and development | $ 35,899 | $ 47,627 | |
United Biomedical Inc [Member] | |||
Related Party Transaction [Line Items] | |||
Warrants granted | 1,928,020 | ||
Warrants, exercise price | $ 12.45 | ||
Warrant, contractual term | 5 years | ||
United Biomedical Inc [Member] | UBI [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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Prepaid expenses and other current assets | $ 2,316 | $ 5,551 |
Research and development | 35,899 | 47,627 |
General and administrative | 22,386 | 28,352 |
Other expense | 1,351 | 757 |
UBI IP [Member] | Services Provided By Related Parties [Member] | ||
Related Party Transaction [Line Items] | ||
Prepaid expenses and other current assets | 0 | 237 |
Amounts due | 414 | 414 |
Accrued expenses | 0 | 0 |
Accounts payable | 10,575 | 12,772 |
Current portion of note payable | 1,500 | 1,113 |
Note payable | 3,735 | 3,112 |
Accrued interest payable | 0 | 73 |
Research and development | 568 | 4,172 |
General and administrative | 2,725 | 0 |
Other expense | $ 248 | $ 73 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - $ / shares | Mar. 08, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | |||
Options outstanding | 21,923,762 | 20,416,760 | |
Subsequent Event [Member] | Continuing Employees And Officers [Member] | |||
Subsequent Event [Line Items] | |||
Options outstanding | 10,105,140 | ||
Share price | $ 0.70 |