Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Common stock, par value | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 200,000,000 | 200,000,000 |
| Common stock, shares issued | 36,394,882 | 36,335,105 |
| Common stock, shares outstanding | 36,394,882 | 36,335,105 |
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
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| Operating expenses: | ||
| Research and development (including $29 and $0 of related party transactions for the 3 months ending March 31, 2024 and 2023, respectively) | $ 4,353 | $ 4,787 |
| General and administrative | 3,451 | 2,068 |
| Total operating expenses | 7,804 | 6,855 |
| Loss from operations | (7,804) | (6,855) |
| Other income, net | 384 | 102 |
| Net loss | $ (7,420) | $ (6,753) |
| Net loss per share - basic | $ (0.16) | $ (0.32) |
| Net loss per share - diluted | $ (0.16) | $ (0.32) |
| Weighted average shares and pre-funded warrants outstanding, basic | 46,082,861 | 21,006,680 |
| Weighted average shares and pre-funded warrants outstanding, diluted | 46,082,861 | 21,006,680 |
| Comprehensive Loss: | ||
| Net loss | $ (7,420) | $ (6,753) |
| Unrealized loss on available-for-sale securities | (6) | |
| Comprehensive loss | $ (7,426) | $ (6,753) |
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
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| Research and development | $ 4,353 | $ 4,787 |
| Related Party | ||
| Research and development | $ 29 | $ 0 |
Organization and Description of Business |
3 Months Ended |
|---|---|
Mar. 31, 2024 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Organization and Description of Business | 1. Organization and Description of Business
Forte Biosciences, Inc. (www.fortebiorx.com) and its subsidiaries, referred to herein as the “Company” or "Forte", is a clinical-stage biopharmaceutical company focused on developing its FB102 program which the Company believes has potentially broad applications for autoimmune and autoimmune-related diseases, including graft-versus-host disease ("GvHD"). FB102 is currently in a Phase 1 clinical trial. The Company merged with Tocagen, Inc. ("Merger"), a publicly traded biotechnology company, on June 15, 2020. Prior to the Merger, Forte was a privately held company incorporated in Delaware on May 3, 2017. The Company's headquarters is in Dallas, Texas. The Company’s common stock is traded on the Nasdaq stock exchange under the ticker symbol “FBRX”. Liquidity and Risks
The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and reclassification of assets and liabilities that might be necessary if the Company is unable to continue as a going concern. Since inception, the Company has incurred losses and negative cash flows from operations. As of March 31, 2024, the Company had an accumulated deficit of $125.9 million. The Company used $6.7 million of cash in operating activities during the three months ended March 31, 2024. Management expects to continue to incur additional losses in the foreseeable future as the Company focuses its development efforts on advancing FB102 through clinical trials. The Company had cash and cash equivalents of approximately $30.4 million as of March 31, 2024. The Company’s cash and cash equivalents are held at financial institutions and exceed federally insured limits. The Company believes that its existing cash and cash equivalents will be sufficient to allow the Company to fund its operations for at least 12 months from the filing date of this Form 10-Q. The Company will continue to need to raise additional capital or obtain financing from other sources. Management may fund future operations through the sale of equity and debt financings and may also seek additional capital through arrangements with strategic partners or other sources. There can be no assurance that additional funding will be available on terms acceptable to the Company, if at all. If the Company is unable to raise additional funding to meet its working capital needs in the future, it may be forced to delay or reduce the scope of its research and development programs and/or limit or cease its operations. The Company's ability to raise additional funds may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from the military conflicts in Eastern Europe, the Middle East, and otherwise. There are numerous risks and uncertainties associated with pharmaceutical development and the Company is unable to predict the timing or amount of increased expenses on the development of future product candidates or when or if it will start to generate revenues. Even if the Company does generate revenues, it may not be able to achieve or maintain profitability. If the Company fails to become profitable or is unable to sustain profitability on a continuing basis, then it may be unable to continue its operations at planned levels and may be forced to reduce its operations. Businesses throughout our industry have been and will continue to be impacted by a number of challenging and unexpected global and national events and circumstances that continue to evolve, including without limitation the COVID-19 pandemic, the military conflicts in Ukraine and the Middle East, increased economic uncertainty, inflation, rising interest rates, recent and any potential future financial institution failures, and other geopolitical tensions. The extent of the impact of these events and circumstances on our business, operations, development timelines and plans remains uncertain, and will depend on certain developments, including the duration and scope of the events and their impact on the Company's development activities, third parties with whom it does business, as well as its impact on regulatory authorities and its key scientific and management personnel. The Company has been and continues to actively monitor the potential impacts that these various events and circumstances may have on its business and the Company takes steps, where warranted, to minimize any potential negative impacts on its business resulting from these events and circumstances. |
Summary of Significant Accounting Policies |
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Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company should be read in conjunction with its audited financial statements and accompanying notes thereto as of and for the year ended December 31, 2023 included in the Company’s Form 10-K as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 18, 2024. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), as found in the Accounting Standards Codification (“ASC”), the Accounting Standards Update (“ASU”), of the Financial Accounting Standards Board (“FASB”), and the rules and regulations of the US Securities and Exchange Commission (“SEC”). In the opinion of management, the accompanying condensed consolidated financial statements include the Company’s financial position, the results of its operations and cash flows for the periods presented. Interim results are not necessarily indicative of results for the full year or any future period. Use of Estimates The preparation of the Company’s condensed consolidated financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, expenses and the disclosure of contingent assets and liabilities in the Company’s condensed consolidated financial statements and accompanying notes. Significant management estimates that affect the reported amounts of assets, liabilities and expenses include stock-based compensation expense and accruals for clinical trials and drug manufacturing. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. Cash and Cash Equivalents Cash and cash equivalents include U.S. treasury bills, money market funds and deposits with commercial banks. Cash equivalents are defined as short-term, highly liquid investments with maturities of 90 days or less at the date of purchase. Available-for-Sale Securities
The Company’s available-for-sale securities primarily consist of U.S. government and agency securities. Securities with maturities from the date of purchase of 90 days or less are included in cash equivalents. The Company classifies its marketable securities as available-for-sale and records such assets at estimated fair value in the condensed consolidated balance sheets, with unrealized gains and losses, if any, reported as a component of other comprehensive income (loss) within the condensed consolidated statements of operations and comprehensive loss and as a separate component of stockholders’ equity. Realized gains and losses are calculated on the specific identification method and recorded as interest income (loss).
Any premium arising at purchase is amortized to the earliest call date and any discount arising at purchase is accreted to maturity. Accretion of discounts are recorded in interest income in the condensed consolidated statements of operations and comprehensive loss.
Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a three-level hierarchy that prioritizes the inputs used in determining fair value by their reliability and preferred use as follows: • Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities. • Level 2 – Valuations based on quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data. • Level 3 – Valuations based on inputs that are both significant to the fair value measurements and are unobservable. To the extent that a valuation is based on models or inputs that are less observable, or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized within Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. There have been no significant changes to the valuation methods utilized by the Company during the periods presented. There have been no transfers between Level 1, Level 2, and Level 3 in any periods presented. The carrying amounts of financial instruments consisting of cash and cash equivalents, accounts payable, and accrued liabilities included in the Company’s financial statements, are reasonable estimates of fair value, primarily due to their short maturities. Net Loss Per Share The Company’s net loss is equivalent to net loss attributable to common stockholders for all periods presented. Basic net loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares, without consideration for common stock equivalents. The weighted average number of shares of common stock used in the basic and diluted net loss per share calculation include the pre-funded warrants outstanding during the period as they are exercisable at any time and their exercise requires only nominal consideration for the delivery of shares. As of March 31, 2024, no pre-funded warrants have been exercised and pre-funded warrants to purchase an aggregate of 9,689,293 shares of common stock were outstanding. Diluted net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock and common stock equivalents outstanding during the period in accordance with the treasury stock method. The following number of unexercised stock options, restricted stock units, warrants, and shares expected to be purchased under the ESPP, which are common stock equivalents, have been excluded from the diluted net loss calculation as their effect would have been anti-dilutive for the periods presented.
Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in an Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, ASU 2020-06 modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted earnings per share computation. The amendments in ASU 2020-06 are effective for smaller reporting companies as defined by the SEC for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company adopted as of January 1, 2024, which did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by us as of a specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations. In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (ASU) No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosure. This ASU includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The ASU is effective for years beginning after December 15, 2024, but early adoption is permitted. This ASU should be applied on a prospective basis, although retrospective application is permitted. Management is currently evaluating the impact of the changes required by the new standard on the Company's consolidated financial statements and related disclosures. In November 2023, the FASB issued Accounting Standard Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The new standard is intended to improve annual and interim reportable segment disclosure requirements regardless of number of reporting units, primarily through enhanced disclosures of significant expenses. The amendment requires public entities to disclose significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit and loss. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years starting after December 15, 2024. This ASU must be applied retrospectively to all prior periods presented. Management is currently evaluating the impact of the changes required by the new standard on the Company's consolidated financial statements and related disclosures. |
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Balance Sheet Components |
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| Balance Sheet Related Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance Sheet Components | 3. Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets as of March 31, 2024 and December 31, 2023 consist of the following (in thousands):
Property and Equipment, Net Property and equipment, net as of March 31, 2024 and December 31, 2023 consist of the following (in thousands):
Other Assets Other assets as of March 31, 2024 and December 31, 2023 consist of the following (in thousands):
Accrued Liabilities Accrued liabilities as of March 31, 2024 and December 31, 2023 consist of the following (in thousands):
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Fair Value |
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| Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value | 4. Fair Value
The Company measures its financial assets and liabilities at fair value, which is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses the following three-level valuation hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial assets and liabilities: • Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities. • Level 2 - Valuations based on quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data. • Level 3 - Valuations based on inputs that are both significant to the fair value measurements and are unobservable. Money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. Money market funds and U.S. Treasury bills were included as cash and cash equivalents in the condensed consolidated balance sheets for the periods presented. The Company obtains the fair value of its Level 2 cash equivalents from third-party pricing services. The pricing services utilize industry standard valuation models whereby all significant inputs, including benchmark yields, reported trades, broker/dealer quotes, issuer spreads, bids, offers, or other market-related data, are observable. The following tables provides a summary of the assets that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 (in thousands):
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Available-for-sale Securities |
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| Investments, Debt and Equity Securities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Available-for-sale Securities | 5. Available-for-sale Securities
The following table summarizes the Company's available-for-sale securities as of March 31, 2024 and December 31, 2023 (in thousands):
As of March 31, 2024 and December 31, 2023, the Company classified available-for-sale securities as cash equivalents in the condensed consolidated balance sheets because the original maturity dates were less than three months as of the date of the purchases. As of March 31, 2024 the Company has one U.S. treasury bill security in an unrealized loss position. |
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Commitments and Contingencies |
3 Months Ended |
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Mar. 31, 2024 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies | 6. Commitments and Contingencies Concentrations of Credit Risk Bank accounts in the United States are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company’s cash accounts significantly exceed FDIC limits. Indemnifications As permitted under Delaware law, the Company indemnifies its officers, directors, and employees for certain events and occurrences while the officer, or director is, or was, serving at the Company’s request in such capacity. Lease Agreements The Company has entered into month-to-month lease agreements for certain office and laboratory space. The lease agreements are cancellable by the Company at any time with a 30-day notice. Total rent expense for all locations for the three months ended March 31, 2024 was $70 thousand. Total rent expense for all locations for the three months ended March 31, 2023 was $7 thousand. Clinical and Preclinical Services The Company has entered into various agreements with third-party vendors for preclinical and clinical services. The estimated remaining commitments as of March 31, 2024 under these agreements were approximately $357 thousand. The Company entered into agreements with a clinical research organization ("CRO") in 2023 for Phase 1 clinical trials of FB102, its product candidate. The Company has agreed to pay third-party costs associated with those agreements. The CRO agreements are subject to termination at any time, with or without cause, by the Company, in which case only costs earned or non-cancellable to date of termination would remain subject to reimbursement. Legal Proceedings
Camac Fund L.P. v. Forte Biosciences Inc., C.A. No. 2022-1075-NAC (Del. Ch.)
In November 2022, a stockholder of the Company, Camac Fund LP, filed a complaint in the Delaware Court of Chancery seeking to access certain books and records of the Company pursuant to Section 220 of the Delaware General Corporation Law, as well as to seek attorney fees (the “Books and Records Action”). The Books and Records Action, which is captioned Camac Fund L.P. v. Forte Biosciences Inc., C.A. No. 2022-1075-NAC, remains pending. The Company believes that it has meritorious defenses to the claims asserted in the Books and Records Action and intends to vigorously defend against it.
Camac Fund, LP v. Paul A. Wagner, et al., C.A. No. 2023-0817-MTZ (Del. Ch.)
On August 10, 2023, Camac Fund LP filed a complaint (the “Complaint”), captioned Camac Fund, LP v. Paul A. Wagner, et al., C.A. No. 2023-0817-MTZ, in the Delaware Court of Chancery, against the members of the Company’s Board of Directors (the “Directors”) and entities affiliated with certain of the Company’s investors (the “Investors”) and naming the Company as nominal defendant. The Complaint alleged that the Directors breached their fiduciary duties by causing the Company to enter into a July 31, 2023 private placement (the “Private Placement”), which raised approximately $25 million for the Company from the Investors and certain of the Company’s executives and directors, and by scheduling the Company’s 2023 annual meeting of stockholders (the “Annual Meeting”) for more than thirteen months after its 2022 annual meeting. The Complaint also alleged the Investors aided and abetted the alleged breaches of fiduciary duty by the Directors. Plaintiff also filed a motion for preliminary injunction and motion to expedite seeking a hearing on its preliminary injunction motion on an expedited basis. The Complaint and motions sought declarations that the Directors breached their fiduciary duties and that the Investors aided and abetted them, to enjoin defendants from counting votes cast by the Investors’ shares obtained through the private placement at the Annual Meeting or any subsequent director election, and money damages in an unspecified amount. On August 15, 2023, the Company, the Directors, and certain Investors filed oppositions to Plaintiff’s motion to expedite. On August 16, 2023, the Company, the Directors, and certain Investors filed motions to dismiss the Complaint. On August 17, 2023, the Court held a hearing at which it granted the motion to expedite in part but declined to schedule a preliminary injunction hearing prior to the Annual Meeting and determined that Defendants could brief their motions to dismiss and be heard on an expedited schedule. The Court determined that discovery could proceed while the motions to dismiss are pending and directed the parties to confer regarding a schedule for further proceedings. On September 1, 2023, Plaintiff voluntarily dismissed its claims against the Investors. On September 7, 2023, the parties agreed to a schedule for briefing the motion to dismiss filed by the Directors and the Company (together, hereinafter, “Defendants”), with the understanding that the schedule would change if Plaintiff amended its Complaint rather than file a brief in opposition to Defendants’ motion to dismiss, and the parties also agreed to stay discovery pending resolution of the motion to dismiss. On September 19, 2023, the Company held its Annual Meeting at which, among other things, the Company’s two director nominees were re-elected and Plaintiff’s two director nominees were not elected. On September 21, 2023, Defendants filed their opening brief in support of their motion to dismiss. On October 20, 2023, Plaintiff filed an amended class action and derivative complaint (the “Amended Complaint”) against the Directors and naming the Company as a nominal defendant. The Amended Complaint makes many of the same allegations as the original Complaint. The Amended Complaint also purports to bring a claim on behalf of a class of holders of the Company’s common stock as of August 10, 2023, the record date for the Annual Meeting. The class claim alleges the Directors breached their fiduciary duties by causing the Company to enter into the Private Placement, setting the Annual Meeting record date for a date after the Private Placement closed, and holding the Annual Meeting more than thirteen months after the 2022 annual meeting. The Amended Complaint purports to bring a second claim for “wrongful dilution” derivatively on behalf of the Company. The derivative claim alleges the Directors “wrongfully diluted” Plaintiff and other stockholders by causing the Company to enter into the Private Placement in bad faith and for the purpose of entrenchment and not permitting Plaintiff and other stockholders to participate. The Amended Complaint seeks declarations that the Directors breached their fiduciary duties, that the votes cast at the Annual Meeting by the shares acquired in the Private Placement should be excluded from the final voting results, that Plaintiff’s two director nominees at the Annual Meeting were elected and that the Company’s nominees were not elected, as well as an order requiring the Company’s board of directors to recognize Plaintiff’s nominees as validly elected and remove the Company’s nominees from their positions on the board of directors. The Amended Complaint also seeks an order that the Company hold an annual meeting of stockholders in 2024 within thirteen months of the 2023 Annual Meeting, that the shares acquired in the Private Placement are enjoined from voting at the 2024 annual meeting, and awarding money damages in an unspecified amount. On November 3, 2023, Defendants filed a motion to dismiss the Amended Complaint, which was fully briefed in advance of a hearing before the Court on the motion on February 14, 2024. On April 15, 2024, the Court issued an oral ruling denying Defendants’ motion to dismiss. Discovery is currently ongoing, and trial is scheduled for July 29-31, 2024, in Wilmington, Delaware. The Company believes the Plaintiff’s claims are baseless and intends to vigorously defend against them. Forte Biosciences, Inc. v. Camac Fund, LP, et al., Case No. 3:23-cv-02399-N (N.D. Tex.) On October 28, 2023, the Company filed a complaint (the “Complaint”), captioned Forte Biosciences, Inc. v. Camac Fund, LP, et al., Case No. 3:23-cv-02399-N, against Camac Fund, LP, Camac Partners, LLC, Camac Capital, LLC, and Eric Shahinian (collectively, “Camac”), as well as against Michael G. Hacke, Chris McIntyre, McIntyre Partnerships, LP, McIntyre Capital GP, LLC, McIntyre Capital Management, LP, McIntyre Capital Management GP, LLC, ATG Fund II LLC, ATG Capital Management, LLC, Gabriel Gliksberg, Funicular Funds, LP, The Funicular Fund, LP, Cable Car Capital LLC, Jacob Ma-Weaver, BML Investment Partners, L.P., BML Capital Management, LLC, and Braden M. Leonard (collectively with Camac, “Defendants”). The Complaint alleges that Defendants have been and are engaged in a campaign of deceit and misinformation in an attempt to force the Company to liquidate for Defendants’ benefit and to the detriment of the Company and other stockholders. The Company brings claims against Camac and certain other Defendants for issuing false and misleading proxy statements in connection with their attempts to elect two members of Forte’s board at the Company’s 2023 annual meeting in violation of Section 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”). The Company also brings claims against Defendants under Exchange Act Section 13(d) for failure to file and for filing misleading Schedule 13Ds, including because Defendants failed to disclose that they were coordinating as a group. The Company further alleges that Defendants tortiously interfered with Forte’s prospective business relationships, including by smearing the Company and manipulating the market for its stock to dissuade prospective investors from investing in the Company. The Complaint seeks declarations that Defendants violated Sections 14(a) and 13(d) of the Exchange Act, an order directing Defendants to file true and correct proxy statements and Schedule 13Ds, an injunction prohibiting Defendants from issuing future materially misleading and false public filings, and money damages to compensate the Company for Defendants’ violations of law. Defendants filed a Motion to Dismiss the Complaint on January 16, 2024. On February 6, 2024, the Company filed an Amended Complaint. The Amended Complaint makes many of the same allegations as the original Complaint and alleges two additional federal claims, one brought under Section 16(b) of the Exchange Act for recovery of short swing profits of the Defendants, and the other for declaratory relief under 28 U.S.C. § 2201. On February 15, 2024, the Company also filed a Motion for Relief from the PSLRA Discovery Stay and Speedy Hearing on Declaratory Judgment Act Claim, asking the Court to allow the Company to conduct limited, targeted discovery of documents and communications that demonstrate the full scope of the relationship between all Defendants and for an accounting of all short swing profits and trading records for all shares purchased or sold during the relevant time frame so the Company can fully account for short swing profits. Defendants filed a Motion to Dismiss the Amended Complaint on March 5, 2024, and on March 7, 2024, Defendants also filed a response in opposition to the Company’s Motion for Relief from the PSLRA Discovery Stay and Speedy Hearing on Declaratory Judgment Act. On March 21, 2024, the Company filed a Reply in support of the Motion for Relief from the PSLRA Discovery Stay and Speedy Hearing. Therefore, this motion has now been fully briefed and is awaiting a ruling from the Court.
On March 26, 2024 the Company filed a Response in opposition to Defendants’ Motion to Dismiss the Amended Complaint and Defendants filed their Reply in support of the Motion to Dismiss the Amended Complaint on April 9, 2024. Therefore, this motion has now been fully briefed and is awaiting a ruling from the Court. The Company believes its claims are meritorious and intends to pursue them vigorously to remedy Defendants’ violations of the law. |
Equity |
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| Equity | 7. Equity
Preferred Stock
The Company has 10 million authorized shares of Series A Preferred Stock, par value $0.001, with no shares outstanding as of March 31, 2024 and December 31, 2023. Common Stock On July 31, 2023, the Company issued 15,166,957 shares of the Company’s common stock at a purchase price of $1.006 per Share and 9,689,293 pre-funded warrants to purchase shares of common stock at a purchase price of $1.005 per pre-funded warrant ("Private Placement") in connection with a Securities Purchase Agreement (the “Purchase Agreement”). The pre-funded warrants have an exercise price of $0.001 per share of common stock, are immediately exercisable and remain exercisable until exercised in full. The holders of pre-funded warrants may not exercise a pre-funded warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. The holders of pre-funded warrants may increase or decrease such percentages not in excess of 19.99% by providing at least 61 days’ prior notice to the Company. The Purchase Agreement also provides certain investors a participation right in future offerings of the Company’s equity securities. In connection with the Private Placement, the Company filed a registration statement on Form S-3 that was declared effective on September 8, 2023. The gross proceeds of the Private Placement were approximately $25 million and the Company incurred $272,000 in issuance costs. Certain executive officers, senior management, and board members of the Company participated in this Private Placement, purchasing approximately $1.16 million of shares of common stock at a purchase price of $1.01 per share. As of March 31, 2024, no pre-funded warrants were exercised and pre-funded warrants to purchase an aggregate of 9,689,293 shares of common stock outstanding. The 9,689,293 shares of common stock issuable upon the exercise of the pre-funded warrants is not included in the number of issued and outstanding shares of common stock as of March 31, 2024 and December 31, 2023. In June 2021, the Company filed a shelf registration statement on Form S-3 that went effective in June 2021 which will allow the Company to raise up to $300 million in additional capital. On March 31, 2022, the Company entered into an “at-the-market” equity offering program (“ATM Facility”) whereby the Company may from time to time offer and sell shares of its common stock up to an aggregate offering price of $25.0 million during the term of the ATM Facility. On April 1, 2022, the Company filed a prospectus supplement to the June 2021 Form S-3 relating to the offer and sale of the shares pursuant to the ATM Facility covering sales of up to $7.0 million of shares of common stock. On August 12, 2022, the Company filed an additional prospectus supplement relating to the offer and sale of shares pursuant to the ATM Facility covering sales of up to an additional $2.7 million of shares of common stock. The Company is not obligated to sell any shares under the ATM Facility. The ATM Facility may be terminated at any time upon ten days’ prior notice, or at any time in certain circumstances, including the occurrence of a material adverse effect on the Company. The Company has agreed to pay the sales agent a commission equal to 3.0% of the gross proceeds from the sales of shares under the ATM Facility and has agreed to provide the sales agent with customary indemnification and contribution rights. The Company issued 6.1 million shares of common stock for gross proceeds of approximately $7.7 million under the ATM Facility from July 1, 2022 through December 31, 2022 and incurred $595 thousand in issuance costs related to the ATM Facility and shelf registration statement. While the ATM Facility remains in place, it remains restricted in its ability to access additional funding from the sale of securities under Form S-3. Warrants to purchase 4,434 shares of the Company’s common stock at an exercise price of $140.25 per share which were previously issued by Tocagen, survived the Merger and remained outstanding as of March 31, 2024 and December 31, 2023. These warrants have an expiration date of October 30, 2025. These warrants meet the criteria for equity classification and were therefore recorded at fair value as of the grant date as a component of stockholders’ equity within additional paid-in capital.
Shares of common stock reserved for future issuance were as follows:
Rights Plan On July 11, 2022, the Company authorized and declared a dividend distribution of one right (each, a “Right” and part of the "Rights Agreement") for each outstanding share of common stock of the Company to stockholders of record as of the close of business on July 21, 2022. Each Right entitles the registered holder to purchase from the Company of a share of Series A Participating Preferred Stock, par value $0.001 per share (the “Preferred Stock”), of the Company at an exercise price of $16.00 per one one-thousandth of a share of Preferred Stock, subject to adjustment. The Rights are not exercisable until the Distribution Date. The Distribution Date is the 10th business day after the public announcement that a person or group of affiliated or associated persons has acquired beneficial ownership of 10 percent or more of our common stock or the 10th business day after a person or group announces a tender or exchange offer that would result in ownership by a person or group of 10 percent or more of our common stock.
The Rights will be redeemable at the Company’s option for $0.001 per Right at any time on or prior to the 10th business day after the public announcement that an Acquiring Person has acquired beneficial ownership of 10 percent or more of the Common Stock.
On June 26, 2023, the Company entered into Amendment No. 1 to the Rights Agreement which extends the expiration of the Rights to July 12, 2024, unless the Rights are earlier redeemed or exchanged in accordance with the terms of the Rights Agreement. There were no other changes to the terms and conditions of the Rights Agreement in connection with such amendment.
On July 28, 2023, the Company entered into Amendment No. 2 to the Rights Agreement, which prevents the approval, execution, delivery or performance of the Purchase Agreement or the pre-funded warrants, or the consummation of any of the transactions contemplated by the Purchase Agreement or the pre-funded warrants, including any issuance of the Company's common stock pursuant to the terms of the Purchase Agreement or the pre-funded warrants, from, among other things, (i) causing or permitting the Rights to be exercised or exchanged, or (ii) causing any Purchaser or any of their respective affiliates to be deemed an Acquiring Person (as defined in the Rights Agreement) for any purpose under the Rights Agreement.
The Rights were determined to have no value upon issuance and no rights were exercisable as of March 31, 2024. |
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| Stock-Based Compensation | 8. Stock-Based Compensation Equity Plans The Company inherited the 2017 Equity Incentive Plan (the "2017 Plan") as part of its merger with Tocagen, Inc. in June 2020. The 2017 Plan was terminated in May 2021 and replaced by the 2021 Equity Incentive Plan (the “2021 Plan”). The 2017 Plan will continue to govern outstanding awards issued under the 2017 Plan. The 2021 Plan had an initial reserve of 1,000,000 shares available for grant. The 2021 Plan was amended in June 2022 to increase the shares available for grant by an additional 1,500,000 shares. The 2021 Plan was amended and restated in September 2023 to increase the shares available for grant by an additional 2,500,000 shares. The 2021 Plan provides for the grant of incentive stock options (“ISOs”), non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, other forms of equity compensation and performance cash awards. ISOs may be granted only to employees. All other awards may be granted to employees, including officers, and to non-employee directors and consultants of the Company and its affiliates. Service-based awards generally vested over a four-year period, with the first 25% of such awards vesting following twelve months of continued employment or service with the remaining awards vesting monthly in equal installments over the following thirty-six months. For certain service-based awards to the board of directors, vesting occurs in thirty-six equal monthly installments over a three-year period for initial grants and in twelve equal monthly installments over a twelve-month period for subsequent grants. As of March 31, 2024, there were 62,277 shares available for issuance under the 2021 Plan. On July 26, 2020, the Company adopted the 2020 Inducement Equity Incentive Plan (the “2020 Inducement Plan”) and reserved 2,000,000 shares for future grant under the 2020 Inducement Plan. As of March 31, 2024, there were 1,715,625 shares available for issuance under the 2020 Inducement Plan. Stock Options The risk-free interest rate valuation assumption for options is based on the U.S. Treasury yield curve rate at the date of grant with a maturity approximating the expected term of the option. All option awards generally expire ten years from the date of grant. The expected term assumption for options granted to employees is determined using the simplified method that represents the average of the contractual term of the option and the weighted average vesting period of the option. The Company uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate expected term. Due to the Company’s limited trading of its common stock, it alone does not have the relevant company-specific historical data to support its expected volatility. As such, the Company utilized a weighted approach by blending its own historical price data with the historical volatility of a group of similar companies in the life sciences industry whose shares are publicly traded. The Company selected the peer group based on comparable characteristics, including development stage, product pipeline, and market capitalization. The Company computes historical volatility data using the daily closing prices during the equivalent period of the calculated expected term of the stock-based awards. The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. The fair value per share of common stock is the closing stock price on the option grant date. The weighted average grant-date fair value of stock options granted in the three months ended March 31, 2024 and 2023 was $0.63 and $0.82, respectively. The weighted-average assumptions used to value these stock options using the Black-Scholes option-pricing model were as follows.
The table below summarizes the stock option activity during the three months ended March 31, 2024:
The aggregate intrinsic value of options at March 31, 2024 is based on the Company’s fair value of its stock price on that date of $0.70 per share. Restricted Stock Unit Awards Restricted stock units vest over four years with of the restricted stock units vesting every quarter. The table below summarizes the restricted stock unit awards activity during the three months ended March 31, 2024:
2017 Employee Stock Purchase Plan In May 2021, the Company’s board of directors reactivated the Company’s 2017 Employee Stock Purchase Plan (“ESPP”) which had previously been suspended. The ESPP allows eligible employees to withhold up to 15% of their earnings to purchase shares of the Company’s common stock at a price per share equal to the lower of (i) 85% of the fair market value of a share of the Company’s common stock on the first date of an offering or (ii) 85% of the fair market value of a share of the Company’s common stock on the date of purchase. The Company had 500,522 shares available for future issuance under the ESPP as of March 31, 2024. The number of shares of common stock reserved for issuance will automatically increase on January 1 of each calendar year through January 1, 2027, by the lesser of (a) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, (b) 300,000 shares, or (c) a number determined by the Company’s board of directors that is less than (a) and (b). The Company issued 17,500 and 7,000 shares under the ESPP during the three months ended March 31, 2024 and 2023, respectively. The ESPP is considered a compensatory plan. The Company recorded stock-based compensation expense related to its ESPP of $2 thousand for the three months ended March 31, 2024 and 2023. Stock-Based Compensation Expense Stock-based compensation expenses included in the Company’s condensed consolidated statements of operations for the three months ended March 31, 2024 and 2023 (in thousands):
As of March 31, 2024, there was unrecognized stock-based compensation expense of $4.7 million related to stock options and restricted stock units with service conditions, which is expected to be recognized over a weighted-average period of 2.26 years. Total unrecognized stock-based compensation as of March 31, 2024 was approximately $0.5 million related to restricted stock units with performance based vesting. The performance based conditions are tied to development milestones which have not been met. |
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Related Party Transactions |
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Mar. 31, 2024 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | 9. Related Party Transactions One member of the Company’s board of directors received cash payments of $29,000 for scientific consulting services during the three months ended March 31, 2024. The Company had no outstanding accounts payable to the director as of March 31, 2024 |
Summary of Significant Accounting Policies (Policies) |
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| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company should be read in conjunction with its audited financial statements and accompanying notes thereto as of and for the year ended December 31, 2023 included in the Company’s Form 10-K as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 18, 2024. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), as found in the Accounting Standards Codification (“ASC”), the Accounting Standards Update (“ASU”), of the Financial Accounting Standards Board (“FASB”), and the rules and regulations of the US Securities and Exchange Commission (“SEC”). In the opinion of management, the accompanying condensed consolidated financial statements include the Company’s financial position, the results of its operations and cash flows for the periods presented. Interim results are not necessarily indicative of results for the full year or any future period. |
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| Use of Estimates | Use of Estimates The preparation of the Company’s condensed consolidated financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, expenses and the disclosure of contingent assets and liabilities in the Company’s condensed consolidated financial statements and accompanying notes. Significant management estimates that affect the reported amounts of assets, liabilities and expenses include stock-based compensation expense and accruals for clinical trials and drug manufacturing. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. |
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| Cash, Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include U.S. treasury bills, money market funds and deposits with commercial banks. Cash equivalents are defined as short-term, highly liquid investments with maturities of 90 days or less at the date of purchase. |
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| Available-for-Sale Securities | Available-for-Sale Securities
The Company’s available-for-sale securities primarily consist of U.S. government and agency securities. Securities with maturities from the date of purchase of 90 days or less are included in cash equivalents. The Company classifies its marketable securities as available-for-sale and records such assets at estimated fair value in the condensed consolidated balance sheets, with unrealized gains and losses, if any, reported as a component of other comprehensive income (loss) within the condensed consolidated statements of operations and comprehensive loss and as a separate component of stockholders’ equity. Realized gains and losses are calculated on the specific identification method and recorded as interest income (loss).
Any premium arising at purchase is amortized to the earliest call date and any discount arising at purchase is accreted to maturity. Accretion of discounts are recorded in interest income in the condensed consolidated statements of operations and comprehensive loss. |
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| Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a three-level hierarchy that prioritizes the inputs used in determining fair value by their reliability and preferred use as follows: • Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities. • Level 2 – Valuations based on quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data. • Level 3 – Valuations based on inputs that are both significant to the fair value measurements and are unobservable. To the extent that a valuation is based on models or inputs that are less observable, or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized within Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. There have been no significant changes to the valuation methods utilized by the Company during the periods presented. There have been no transfers between Level 1, Level 2, and Level 3 in any periods presented. The carrying amounts of financial instruments consisting of cash and cash equivalents, accounts payable, and accrued liabilities included in the Company’s financial statements, are reasonable estimates of fair value, primarily due to their short maturities. |
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| Net Loss Per Share | Net Loss Per Share The Company’s net loss is equivalent to net loss attributable to common stockholders for all periods presented. Basic net loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares, without consideration for common stock equivalents. The weighted average number of shares of common stock used in the basic and diluted net loss per share calculation include the pre-funded warrants outstanding during the period as they are exercisable at any time and their exercise requires only nominal consideration for the delivery of shares. As of March 31, 2024, no pre-funded warrants have been exercised and pre-funded warrants to purchase an aggregate of 9,689,293 shares of common stock were outstanding. Diluted net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock and common stock equivalents outstanding during the period in accordance with the treasury stock method. The following number of unexercised stock options, restricted stock units, warrants, and shares expected to be purchased under the ESPP, which are common stock equivalents, have been excluded from the diluted net loss calculation as their effect would have been anti-dilutive for the periods presented.
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| New Accounting Pronouncements | Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in an Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, ASU 2020-06 modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted earnings per share computation. The amendments in ASU 2020-06 are effective for smaller reporting companies as defined by the SEC for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company adopted as of January 1, 2024, which did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by us as of a specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations. In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (ASU) No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosure. This ASU includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The ASU is effective for years beginning after December 15, 2024, but early adoption is permitted. This ASU should be applied on a prospective basis, although retrospective application is permitted. Management is currently evaluating the impact of the changes required by the new standard on the Company's consolidated financial statements and related disclosures. In November 2023, the FASB issued Accounting Standard Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The new standard is intended to improve annual and interim reportable segment disclosure requirements regardless of number of reporting units, primarily through enhanced disclosures of significant expenses. The amendment requires public entities to disclose significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit and loss. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years starting after December 15, 2024. This ASU must be applied retrospectively to all prior periods presented. Management is currently evaluating the impact of the changes required by the new standard on the Company's consolidated financial statements and related disclosures. |
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Summary of Significant Accounting Policies (Tables) |
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| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Common Stock Equivalents Excluded from Diluted Net Loss Calculation |
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Balance Sheet Components (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance Sheet Related Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets as of March 31, 2024 and December 31, 2023 consist of the following (in thousands):
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| Schedule of Property and Equipment | Property and equipment, net as of March 31, 2024 and December 31, 2023 consist of the following (in thousands):
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| Schedule of Other Assets | Other assets as of March 31, 2024 and December 31, 2023 consist of the following (in thousands):
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| Components of Accrued Liabilities | Accrued liabilities as of March 31, 2024 and December 31, 2023 consist of the following (in thousands):
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Fair Value (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Financial Assets Measured at Fair Value on a Recurring Basis | The following tables provides a summary of the assets that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 (in thousands):
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Available-for-sale Securities (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investments, Debt and Equity Securities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Available-for-sale Securities | The following table summarizes the Company's available-for-sale securities as of March 31, 2024 and December 31, 2023 (in thousands):
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Equity (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Common Stock Reserved for Future Issuance | Shares of common stock reserved for future issuance were as follows:
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Stock-Based Compensation (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-Based Payment Arrangement [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Weighted-Average Assumptions Used to Value Stock Options | The weighted-average assumptions used to value these stock options using the Black-Scholes option-pricing model were as follows.
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| Summary of Stock Option Activity | The table below summarizes the stock option activity during the three months ended March 31, 2024:
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| Summary of Restricted Stock Unit Award Transactions | The table below summarizes the restricted stock unit awards activity during the three months ended March 31, 2024:
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| Summary of Stock-Based Compensation Expenses | Stock-based compensation expenses included in the Company’s condensed consolidated statements of operations for the three months ended March 31, 2024 and 2023 (in thousands):
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Organization and Description of Business - Additional Information (Details) - USD ($) $ in Thousands |
3 Months Ended | ||
|---|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
| Accumulated deficit | $ 125,940 | $ 118,520 | |
| Cash used in operating activities | (6,667) | $ (5,204) | |
| Cash and cash equivalents | $ 30,444 | $ 37,125 | |
Summary of Significant Accounting Policies - Additional Information (Details) |
3 Months Ended |
|---|---|
|
Mar. 31, 2024
USD ($)
shares
| |
| Schedule Of Significant Accounting Policies [Line Items] | |
| Transfers between fair value hierarchy levels | $ | $ 0 |
| Number of prefunded or common stock warrants exercised | 0 |
| Accounting Standards, Adoption date | Jan. 01, 2024 |
| Accounting Standards, Adoption | true |
| Accounting Standards, Immaterial effect | true |
| Accounting Standards Update | us-gaap:AccountingStandardsUpdate202006Member |
| Common Stock | |
| Schedule Of Significant Accounting Policies [Line Items] | |
| Warrants outstanding | 9,689,293 |
Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Balance Sheet Related Disclosures [Abstract] | ||
| Prepaid manufacturing and research expenses | $ 182 | $ 306 |
| Prepaid insurance | 280 | 318 |
| Prepaid professional fees | 363 | 413 |
| Other | 233 | 165 |
| Total prepaid expenses and other current assets | $ 1,058 | $ 1,202 |
Balance Sheet Components - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Property, Plant and Equipment [Line Items] | ||
| Property and equipment, at cost | $ 124 | $ 118 |
| Less accumulated depreciation | (18) | (9) |
| Total property and equipment, net | 106 | 109 |
| Equipment | ||
| Property, Plant and Equipment [Line Items] | ||
| Property and equipment, at cost | 106 | 100 |
| Furniture and Fixtures | ||
| Property, Plant and Equipment [Line Items] | ||
| Property and equipment, at cost | $ 18 | $ 18 |
Balance Sheet Components - Schedule of Other Assets (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Balance Sheet Related Disclosures [Abstract] | ||
| Prepaid insurance | $ 232 | $ 280 |
| Prepaid professional fees | 121 | 211 |
| Other | 56 | 53 |
| Total other assets | $ 409 | $ 544 |
Balance Sheet Components - Components of Accrued Liabilities (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Balance Sheet Related Disclosures [Abstract] | ||
| Accrued legal and professional fees | $ 10 | $ 276 |
| Accrued compensation | 834 | 947 |
| Accrued manufacturing and research expenses | 803 | 1,016 |
| Other | 3 | |
| Total accrued liabilities | $ 1,647 | $ 2,242 |
Available-for-sale Securities - Additional Information (Details) |
Mar. 31, 2024
Security
|
|---|---|
| U.S. Treasury Bills | |
| Debt Securities, Available-for-Sale [Line Items] | |
| Available-for-sale securities with an unrealized loss, number of security | 1 |
Available-for-sale Securities - Schedule of Available-for-sale Securities (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Debt Securities, Available-for-Sale [Line Items] | ||
| Available-for-sale securities, Amortized Cost | $ 19,811 | $ 25,160 |
| Available-for-sale securities, Unrealized Gains | 4 | |
| Available-for-sale securities, Unrealized Losses | (2) | |
| Available-for-sale securities, Estimated Fair Value | 19,809 | 25,164 |
| U.S. Treasury Bills | ||
| Debt Securities, Available-for-Sale [Line Items] | ||
| Available-for-sale securities, Amortized Cost | 19,811 | 25,160 |
| Available-for-sale securities, Unrealized Gains | 4 | |
| Available-for-sale securities, Unrealized Losses | (2) | |
| Available-for-sale securities, Estimated Fair Value | $ 19,809 | $ 25,164 |
Commitments and Contingencies - Additional Information (Details) - USD ($) |
3 Months Ended | ||||
|---|---|---|---|---|---|
Oct. 28, 2023 |
Aug. 10, 2023 |
Jul. 31, 2023 |
Mar. 31, 2024 |
Mar. 31, 2023 |
|
| Commitments And Contingencies [Line Items] | |||||
| FDIC insured amount | $ 250,000 | ||||
| Rent expenses | 70,000 | $ 7,000 | |||
| Contractual obligation | $ 357,000 | ||||
| Complaint filed, date | October 28, 2023 | August 10, 2023 | |||
| Name of plaintiff | Forte Biosciences | Camac Fund LP | |||
| Name of defendant | Camac Fund, LP | members of the Company’s Board of Directors (the “Directors”) and entities affiliated with certain of the Company’s investors (the “Investors”) and naming the Company as nominal defendant. | |||
| Gross proceeds of private placement | $ 25,000,000 | ||||
Stock-Based Compensation - Summary of Weighted-Average Assumptions Used to Value Stock Options (Details) - $ / shares |
3 Months Ended | |
|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
| Share-Based Payment Arrangement [Abstract] | ||
| Fair value of common stock | $ 0.74 | $ 1.02 |
| Risk-free interest rate | 4.14% | 3.70% |
| Dividend yield | 0.00% | 0.00% |
| Expected term of options (years) | 6 years 29 days | 5 years 9 months 7 days |
| Volatility | 110.20% | 101.42% |
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 12 Months Ended |
|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
|
| Number of Shares Outstanding | ||
| Outstanding, Beginning | 2,645,278 | |
| Granted | 2,540,000 | |
| Cancelled/Forfeited | (157,708) | |
| Outstanding, Ending | 5,027,570 | 2,645,278 |
| Vested and expected to vest | 5,027,570 | |
| Exercisable | 1,458,093 | |
| Weighted-Average Exercise Price | ||
| Outstanding, Beginning | $ 8.26 | |
| Granted | 0.74 | |
| Cancelled/Forfeited | 2.74 | |
| Outstanding, Ending | 4.63 | $ 8.26 |
| Vested and expected to vest | 4.63 | |
| Exercisable | $ 11.58 | |
| Weighted-Average Remaining Contractual Term (Years) | ||
| Outstanding | 8 years 2 months 26 days | 7 years 2 months 1 day |
| Vested and expected to vest | 8 years 2 months 26 days | |
| Exercisable | 6 years 4 months 13 days | |
| Aggregate Intrinsic Value | ||
| Outstanding | $ 28 | $ 30 |
| Vested and expected to vest | 28 | |
| Exercisable | $ 3 |
Stock-Based Compensation - Summary of Restricted Stock Unit Award Transactions (Details) - Restricted Stock Unit Awards |
3 Months Ended |
|---|---|
|
Mar. 31, 2024
$ / shares
shares
| |
| Shares | |
| Outstanding at December 31, 2023 | 1,055,951 |
| Forfeited/Cancelled | (90,000) |
| Issued as Common Stock | (68,750) |
| Outstanding at March 31, 2024 | 897,201 |
| Weighted Avg Grant Date Fair Value | |
| Outstanding at December 31, 2023 | $ / shares | $ 1.37 |
| Forfeited/Cancelled | $ / shares | $ 1.03 |
| Issued as Common Stock | 1.01 |
| Outstanding at March 31, 2024 | $ / shares | $ 1.43 |
Stock-Based Compensation - Summary of Stock-Based Compensation Expenses (Details) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
| Stock-based compensation expense | $ 805 | $ 877 |
| Research and Development | ||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
| Stock-based compensation expense | 312 | 304 |
| General and Administrative | ||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
| Stock-based compensation expense | $ 493 | $ 573 |
Related Party Transactions - Additional Information (Details) - Director |
3 Months Ended |
|---|---|
|
Mar. 31, 2024
USD ($)
| |
| Related Party Transaction [Line Items] | |
| Payments for scientific consulting services | $ 29,000 |
| Accounts payable | $ 0 |