Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2023	Aug. 10, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Interactive Data Current	Yes
Trading Symbol	FBRX
Entity Current Reporting Status	Yes
Entity Registrant Name	FORTE BIOSCIENCES, INC.
Entity Central Index Key	0001419041
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock
Security Exchange Name	NASDAQ
Entity File Number	001-38052
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-1243872
Entity Address, Address Line One	3060 Pegasus Park Drive, Building 6
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75247
City Area Code	310
Local Phone Number	618-6994
Document Quarterly Report	true
Document Transition Report	false
Entity Common Stock, Shares Outstanding		36,281,772

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 20,438,000	$ 41,100,000
Short-term investments	9,987,000	0
Prepaid expenses and other current assets	322,000	411,000
Total current assets	30,747,000	41,511,000
Property and equipment, net	30,000
Other assets	407,000	486,000
Total assets	31,184,000	41,997,000
Current liabilities:
Accounts payable	3,006,000	1,153,000
Accrued liabilities	3,294,000	2,026,000
Total current liabilities	6,300,000	3,179,000
Commitments and contingencies (Note 6)
Stockholders’ equity
Common stock, $0.001 par value: 200,000,000 shares authorized as of March 31, 2023 (unaudited) and December 31, 2022; 21,007,069 and 21,000,069 shares issued and outstanding as of March 31, 2023 (unaudited) and December 31, 2022, respectively	21,000	21,000
Additional paid-in capital	127,555,000	125,841,000
Accumulated other comprehensive income	1,000
Accumulated deficit	(102,693,000)	(87,044,000)
Total stockholders’ equity	24,884,000	38,818,000
Total liabilities and stockholders' equity	$ 31,184,000	$ 41,997,000

Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	21,051,195	21,000,069
Common stock, shares outstanding	21,051,195	21,000,069

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating expenses:
Research and development	$ 7,139	$ 1,034	$ 11,926	$ 1,727
General and administrative	1,895	1,986	3,963	3,807
Total operating expenses	9,034	3,020	15,889	5,534
Loss from operations	(9,034)	(3,020)	(15,889)	(5,534)
Other income (expense), net	138	(15)	240	(68)
Net loss	$ (8,896)	$ (3,035)	$ (15,649)	$ (5,602)
Net loss per share - basic	$ (0.42)	$ (0.21)	$ (0.74)	$ (0.38)
Net loss per share - diluted	$ (0.42)	$ (0.21)	$ (0.74)	$ (0.38)
Weighted average shares outstanding, basic	21,046,831	14,761,261	21,026,866	14,760,538
Weighted average shares outstanding, diluted	21,046,831	14,761,261	21,026,866	14,760,538
Comprehensive Loss:
Net loss	$ (8,896)	$ (3,035)	$ (15,649)	$ (5,602)
Unrealized gain on investment, net.	1		1
Comprehensive loss	$ (8,895)	$ (3,035)	$ (15,648)	$ (5,602)

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit
Beginning Balance at Dec. 31, 2021	$ 41,548	$ 15	$ 114,698		$ (73,165)
Beginning balance, shares at Dec. 31, 2021		14,754,447
Exercise of employee stock options	1		1
Exercise of employee stock options, shares		1,098
Issuance of common stock under ESPP	11		11
Issuance of common stock under ESPP, shares		5,716
Stock-based compensation	1,055		1,055
Net loss	(2,567)				(2,567)
Ending Balance at Mar. 31, 2022	40,048	$ 15	115,765		(75,732)
Ending balance, shares at Mar. 31, 2022		14,761,261
Beginning Balance at Dec. 31, 2021	41,548	$ 15	114,698		(73,165)
Beginning balance, shares at Dec. 31, 2021		14,754,447
Net loss	(5,602)
Ending Balance at Jun. 30, 2022	38,207	$ 15	116,959		(78,767)
Ending balance, shares at Jun. 30, 2022		14,761,261
Beginning Balance at Mar. 31, 2022	40,048	$ 15	115,765		(75,732)
Beginning balance, shares at Mar. 31, 2022		14,761,261
Stock-based compensation	1,194		1,194
Net loss	(3,035)				(3,035)
Ending Balance at Jun. 30, 2022	38,207	$ 15	116,959		(78,767)
Ending balance, shares at Jun. 30, 2022		14,761,261
Ending Balance at Dec. 31, 2022	38,818	$ 21	125,841		(87,044)
Ending balance, shares at Dec. 31, 2022		21,000,069
Issuance of common stock under ESPP	6		6
Issuance of common stock under ESPP, shares		7,000
Stock-based compensation	877		877
Net loss	(6,753)				(6,753)
Ending Balance at Mar. 31, 2023	32,948	$ 21	126,724		(93,797)
Ending balance, shares at Mar. 31, 2023		21,007,069
Beginning Balance at Dec. 31, 2022	38,818	$ 21	125,841		(87,044)
Beginning balance, shares at Dec. 31, 2022		21,000,069
Net loss	(15,649)
Ending Balance at Jun. 30, 2023	24,884	$ 21	127,555	$ 1	(102,693)
Ending balance, shares at Jun. 30, 2023		21,051,195
Beginning Balance at Mar. 31, 2023	32,948	$ 21	126,724		(93,797)
Beginning balance, shares at Mar. 31, 2023		21,007,069
Issuance of common stock under vesting of RSUs, net,	(24)		(24)
Issuance of common stock under vesting of RSUs, net, Shares		44,126
Stock-based compensation	855		855
Unrealized gain on investments	1			1
Net loss	(8,896)				(8,896)
Ending Balance at Jun. 30, 2023	$ 24,884	$ 21	$ 127,555	$ 1	$ (102,693)
Ending balance, shares at Jun. 30, 2023		21,051,195

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net loss	$ (15,649)	$ (5,602)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	1,732	2,249
Amortization of discounts on short-term investments, net	(21)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	168	275
Accounts payable	1,853	(277)
Accrued liabilities	1,238	3
Net cash used in operating activities	(10,679)	(3,352)
Cash flows from financing activities:
Purchase of short-term investments	(9,965)
Net cash used in investing activities	(9,965)
Cash flows from financing activities:
Proceeds from exercise of stock options and ESPP	6	12
Taxes paid related to net share settlement of equity awards	(24)
Payment of deferred financing costs		(156)
Net cash used in financing activities	(18)	(144)
Net decrease in cash and cash equivalents	(20,662)	(3,496)
Cash and cash equivalents — beginning of period	41,100	42,044
Cash and cash equivalents — end of period	20,438	38,548
Supplemental disclosure of non-cash investing and financing activities:
Unpaid deferred transaction costs		$ 29
Purchase of fixed assets recorded in accounts payable	$ 30

Organization and Description of Business

6 Months Ended

Jun. 30, 2023

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”, is a biopharmaceutical company focused on developing its FB-102 program which the Company believes has potentially broad applications for autoimmune diseases, including graft-versus-host disease ("GvHD"). FB-102 is currently in preclinical development and the Company plans to advance FB-102 into the clinic in 2024.

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 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 June 30, 2023, the Company had an accumulated deficit of $102.7 million. The Company used $10.7 million of cash in operating activities during the six months ended June 30, 2023. Management expects to continue to incur additional losses in the foreseeable future as the Company focuses its development efforts on advancing FB-102 through additional preclinical trials and into the clinic in 2024.

The Company had cash and cash equivalents of approximately $20.4 million as of June 30, 2023. 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 conflicts in Eastern Europe, 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 war in Ukraine, 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 our

development activities, third parties with whom we do business, as well as its impact on regulatory authorities and our key scientific and management personnel. We have been and continue to actively monitor the potential impacts that these various events and circumstances may have on our business and we take steps, where warranted, to minimize any potential negative impacts on our business resulting from these events and circumstances.

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

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, 2022 included in the Company’s Form 10-K as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2023. 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 all 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.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Forte Subsidiary, Inc and Forte Biosciences Emerald Limited. All intercompany accounts and transactions have been eliminated in the preparation of the condensed consolidated financial statements.

Cash, Cash Equivalents and Short-Term Investments

Cash and cash equivalents include money market funds and deposits with commercial banks. Cash equivalents are defined as short-term, highly liquid investments with original maturities of 90 days or less at the date of purchase.

Short-term investments with maturities of less than one year are classified as short-term investments on the condensed consolidated balance sheets and consist of U.S. treasury bills. Accrued interest on short-term investments is also classified as short-term investments on the condensed consolidated balance sheets. The Company classifies all investments as available-for-sale securities. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported in accumulated other comprehensive loss, which is a separate component of stockholders’ equity in the condensed consolidated balance sheets. Any premium arising at purchase is amortized to the earliest call date and any discount arising at purchase is accreted to maturity. Amortization and accretion of premiums and discounts are recorded in other income (expense), net, in the consolidated statements of operations.

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, short-term investments, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities included in the Company’s financial statements, are reasonable estimates of fair value, primarily due to their short maturities.

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.

Research and Development Costs

Research and development costs are expensed as incurred. Research and development costs consist primarily of salaries and benefits of research and development personnel, costs related to research activities, preclinical studies, clinical trials and drug manufacturing. Non-refundable advance payments for goods or services that will be used in future research and development activities are deferred and capitalized and are only expensed when the goods have been received or when the service has been performed rather than when the payment is made.

Drug manufacturing, clinical and preclinical costs are a component of research and development expenses. The Company expenses costs for its drug manufacturing activities performed by Contract Manufacturing Organizations (“CMOs”), preclinical and clinical trial costs performed by Contract Research Organizations (“CROs”) and other service providers, as they are incurred, based upon estimates of the work completed over the life of the individual study in accordance with associated agreements. The Company uses information it receives from internal personnel and outside service providers to estimate the percentage of completion and therefore the expense to be incurred.

Comprehensive Loss

Comprehensive loss is defined as the change in equity during a period from transactions from non-owner sources. Unrealized gains or losses on available-for-sale securities is a component of other comprehensive gains or losses and is presented net of taxes.

Net Loss Per Share

Basic net loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, without consideration for common stock equivalents.

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, warrants and restricted stock units, which are common stock equivalents, have been excluded from the diluted net loss calculation as their effect would have been anti-dilutive for all periods presented:



	Three and Six Months Ended June 30,
	2023		2022
Options		2,428,195		2,338,736
Restricted stock units		1,193,451		258,851
Warrants		4,434		4,434
Total		3,626,080		2,602,021

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 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. Early adoption is permitted, but not earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its condensed consolidated financial statements and does not expect the adoption of this amended guidance to have a material impact on the Company’s condensed consolidated financial statements.

Balance Sheet Components

6 Months Ended

Jun. 30, 2023

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 June 30, 2023 and December 31, 2022 consist of the following (in thousands):


	June 30, 2023		December 31, 2022
Prepaid insurance	$	193	$	341
Other		129		70
Total prepaid expenses and other current assets	$	322	$	411

Other Assets

Other assets as of June 30, 2023 and December 31, 2022 consist of the following (in thousands):


	June 30, 2023		December 31, 2022
Prepaid insurance	$	376	$	473
Other		31		13
Total other assets	$	407	$	486

Accrued Liabilities

Accrued liabilities as of June 30, 2023 and December 31, 2022 consist of the following (in thousands):


	June 30, 2023		December 31, 2022
Accrued legal and professional fees	$	356	$	643
Accrued compensation		591		890
Accrued manufacturing and preclinical expenses		2,311		485
Other		36		8
Total accrued liabilities	$	3,294	$	2,026

Fair Value

6 Months Ended

Jun. 30, 2023

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 - Observable inputs such as unadjusted quoted prices in active markets for identical instruments.

•

Level 2 - Quoted prices for similar instruments in active markets or inputs that are observable for the asset or liability, either directly or indirectly.

•

Level 3 - Significant unobservable inputs based on the Company’s assumptions.

Money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. Money market funds were included as cash and cash equivalents and U.S. Treasury bills were included in short-term investments in the condensed consolidated balance sheets for the periods presented.

The following tables provides a summary of the assets that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022:


	Fair Value Measurements as of June 30, 2023
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money Market Funds	$	5,208	$	—	$	—	$	5,208
Total cash equivalents	$	5,208	$	—	$	—	$	5,208

Short-term investments:
U.S. Treasury Bills	$	—	$	9,987	$	—	$	9,987
Total short-term investments	$	—	$	9,987	$	—	$	9,987


	Fair Value Measurements as of December 31, 2022
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money Market Funds	$	5,061	$	—	$	—	$	5,061
Total cash equivalents	$	5,061	$	—	$	—	$	5,061

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Short-Term Investments

6 Months Ended

Jun. 30, 2023

Investments, Debt and Equity Securities [Abstract]

Short-Term Investments

5. Short-Term Investments

The Company classified short-term investments as available-for-sale securities, as the sale of such investments may be required prior to maturity to implement management strategies. The following table summarizes short-term investments as of June 30, 2023. The Company did not have short-term investments as of December 31, 2022.


	June 30, 2023
			Unrealized
	Amortized Cost		Gains		Losses		Estimated Fair Value
Short-term investments
U.S. Treasury Bills	$	9,986	$	1	$	—	$	9,987
Total short-term investments	$	9,986	$	1	$	—	$	9,987

The Company has classified all investments with original maturity dates beyond three months as short-term investments in the condensed consolidated balance sheets based upon its ability and intent to use the investments to satisfy the liquidity needs of current operations. The following table summarizes available-for-sale investments by maturity as of June 30, 2023:


	Amortized Cost		Estimated Fair Value
Due in one year or less	$	9,986	$	9,987
Due after one year		—		—
Total short-term investments	$	9,986	$	9,987

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

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 and six months ended June 30, 2023 was $17,000 and $24,000, respectively. Total rent expense for all locations for the three and six months ended June 30, 2022 was $3,000 and $6,000.

Preclinical Services

The Company has entered into various agreements with third-party vendors for manufacturing and preclinical services. The estimated remaining commitments as of June 30, 2023 under these agreements were approximately $3.2 million.

Legal Proceedings

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.

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, in the Delaware Court of Chancery, against the members of the Company’s Board of Directors (the “Directors”) and certain of the Company’s investors (the “Investors” and, with the Directors, “Defendants”) and naming the Company as nominal defendant. The Complaint alleges 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 for more than thirteen months after its 2022 annual meeting. The Complaint also alleges 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 seek 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 2023 annual meeting or any subsequent director election, and money damages in an unspecified amount. Defendants and the Company believe the claims are baseless and intend to vigorously defend against them.

Equity

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

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 June 30, 2023 and December 31, 2022.

Common Stock

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 $595,000 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 June 30, 2023 and December 31, 2022. These warrants have an expiration date of October 30, 2025.

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 one one-thousandth 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.

There is no financial statement impact until such time as the Rights become exercisable.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 13
-Subparagraph (h)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
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-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 6
-Subparagraph (a)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (i)
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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+ Details

Stock-Based Compensation

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

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 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 June 30, 2023, there were 187,277 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 500,000 shares for future grant under the 2020 Inducement Plan. As of June 30, 2023, there were 100,000 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.

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 and lack of company-specific historical or implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies in the life sciences industry whose shares are publicly traded. The Company selects the peer group based on comparable characteristics, including development stage, product pipeline, and enterprise value. The Company computes historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available.

The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. Prior to the Merger, the fair value per share was determined by the Company’s Board of Directors, as of the date of each grant based on independent third-party valuations, taking into consideration various objective and subjective factors. Subsequent to the Merger, the fair value per share is the closing stock price on the option grant date.

The weighted average grant-date fair value of stock options granted in the three and six months ended June 30, 2023 was $0.81 for both periods. The weighted average grant-date fair value of stock options granted in the three and six months ended June 30, 2022 was $0.82 and $0.92, respectively.

The weighted-average assumptions used to value these stock options using the Black-Scholes option-pricing model were as follows.


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Fair value of common stock	$	0.98		$	1.28		$	1.00		$	1.49
Risk-free interest rate		3.75	%		3.06	%		3.73	%		2.25	%
Dividend yield		0.00	%		0.00	%		0.00	%		0.00	%
Expected term of options (years)		6.08			5.78			5.93			5.88
Volatility		104.52	%		71.45	%		102.97	%		68.57	%

The table below summarizes the stock option activity during the six months ended June 30, 2023:


	Number of Shares Outstanding		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)
Balances at December 31, 2022		2,363,195	$	9.29		8.22	$	65
Granted		65,000	$	1.01		—		—
Exercised		—		—		—		—
Cancelled/Forfeited		—		—		—		—
Balances at June 30, 2023		2,428,195	$	9.06	7.46		$	87
Vested and expected to vest at June 30, 2023		2,428,195	$	9.06	7.46		$	87
Exercisable at June 30, 2023		1,314,075	$	10.80	7.04		$	45

The aggregate intrinsic value of options at June 30, 2023 is based on the Company’s fair value of its stock price on that date of $1.04 per share.

Restricted Stock Unit Awards

There were 1,100,000 restricted stock units granted during the six months ended June 30, 2023 with one sixteenth of the restricted stock units vesting every quarter. The Company made a change in accounting estimate in the three months ended March 31, 2022 related to the vesting of performance-based restricted stock units. As a result of this change in accounting estimate, $158,000 of expense that had been previously recognized in 2021 was reversed in the three months ended March 31, 2022.

The table below summarizes the restricted stock unit awards activity during the six months ended June 30, 2023:


				Weighted Avg
				Grant Date
	Shares			Fair Value
Outstanding at December 31, 2022		162,201		$	3.36
Granted		1,100,000			1.01
Forfeited/Cancelled		—			—
Issued as Common Stock		(68,750	)		1.01
Outstanding at June 30, 2023		1,193,451		$	1.33

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 521,522 shares available for future issuance under the ESPP as of June 30, 2023. 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 7,000 shares under the ESPP during the six months ended June 30, 2023. The ESPP is considered a compensatory plan. The Company recorded stock-based compensation expense related to its ESPP of $2 thousand and $4 thousand for the three and six months ended June 30, 2023, respectively. The Company did not record stock-based compensation expense related to its ESPP for the three and six months ended June 30, 2022.

Stock-Based Compensation Expense

Stock-based compensation expenses included in the Company’s condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022 (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Research and development	$	304	$	380	$	608	$	666
General and administrative		551		814		1,124		1,583
Total	$	855	$	1,194	$	1,732	$	2,249

As of June 30, 2023, there was unrecognized stock-based compensation expense related to stock options and restricted stock units with service conditions of $5.6 million, which is expected to be recognized over a weighted-average period of 2.07 years. Total unrecognized stock-based compensation expenses related to stock options and restricted stock units with performance conditions were approximately $0.2 million.

Related Party Transactions

6 Months Ended

Jun. 30, 2023

Related Party Transactions

9. Related Party Transactions

One member of the Company’s board of directors received cash payments of $5,000 for scientific consulting services during the three months ended March 31, 2022 and another member of the Company’s board of directors received cash payments of $7,000 for scientific consulting services during the three months ended June 30, 2022. The payment related to the scientific consulting services performed during the three months ended June 30, 2022 remained outstanding as of June 30, 2022.

There were no related party transactions during the six months ended June 30, 2023.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

10. Subsequent Events

Securities Purchase Agreement

On July 28, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) for a private placement (the “Private Placement”) with certain qualified institutional buyers, institutional accredited investors and certain executive officers, senior management, and members of the Board of Directors of the Company (the “Board”) (each, a “Purchaser” and collectively, the “Purchasers”). Pursuant to the Purchase Agreement, the Company agreed to sell to the Purchasers (i) 15,166,957 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), at a purchase price of $1.006 per Share, and (ii) 9,689,293 pre-funded warrants (the “Pre-Funded Warrants”) to purchase Common Stock (the “Warrant Shares” and together with the Shares and the Pre-Funded Warrants, the “Securities”), at a purchase price of $1.005 per Pre-Funded Warrant. The Pre-Funded Warrants have an exercise price of $0.001 per share of Common Stock, were 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 Purchasers a participation right in future offerings of the Company’s equity securities.

The Private Placement closed on July 31, 2023. The gross proceeds of the Private Placement were approximately $25 million, before deducting offering expenses payable by the Company. Certain executive officers, senior management, and Board members of the Company participated in the Private Placement, purchasing approximately $1.16 million of Securities in the aggregate at a purchase price of $1.01 per share, representing the consolidated closing bid price of the Company’s common stock immediately preceding the time the Company entered into the Purchase Agreement pursuant to NASDAQ Rule 5635.

Registration Rights

In connection with the Private Placement, the Company and the Purchasers entered into a Registration Rights Agreement, dated July 28, 2023 (the “Registration Rights Agreement”), providing for the registration for resale of the Securities (including the Warrant Shares) that are not then registered on an effective registration statement, pursuant to a registration statement (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) within thirty (30) days following the closing of the Private Placement. The Company has agreed to use its best efforts to cause the Registration Statement to be declared effective as soon as possible, but in no event later than 60 days after the closing of the Private Placement (or 90 days in the event of a full review of the Registration Statement by the SEC), and to keep the Registration Statement continuously effective from the date on which the SEC declares the Registration Statement to be effective until such date that all Registrable Securities (as such term is defined in the Registration Rights Agreement) covered by the Registration Statement have been publicly sold by the Purchasers or otherwise shall have ceased to be Registrable Securities under the Registration Rights Agreement. The Company has granted the Purchasers customary indemnification rights in connection with the Registration Rights Agreement. The Purchasers have also granted the Company customary indemnification rights in connection with the Registration Rights Agreement.

Amendment No. 2 to Preferred Stock Rights Agreement

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 Shares 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.

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

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, 2022 included in the Company’s Form 10-K as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2023. 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 all 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.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Forte Subsidiary, Inc and Forte Biosciences Emerald Limited. All intercompany accounts and transactions have been eliminated in the preparation of the condensed consolidated financial statements.

Cash, Cash Equivalents and Short-Term Investments

Cash and cash equivalents include money market funds and deposits with commercial banks. Cash equivalents are defined as short-term, highly liquid investments with original maturities of 90 days or less at the date of purchase.

Short-term investments with maturities of less than one year are classified as short-term investments on the condensed consolidated balance sheets and consist of U.S. treasury bills. Accrued interest on short-term investments is also classified as short-term investments on the condensed consolidated balance sheets. The Company classifies all investments as available-for-sale securities. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported in accumulated other comprehensive loss, which is a separate component of stockholders’ equity in the condensed consolidated balance sheets. Any premium arising at purchase is amortized to the earliest call date and any discount arising at purchase is accreted to maturity. Amortization and accretion of premiums and discounts are recorded in other income (expense), net, in the consolidated statements of operations.

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, short-term investments, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities included in the Company’s financial statements, are reasonable estimates of fair value, primarily due to their short maturities.

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.

Research and Development Costs

Research and development costs are expensed as incurred. Research and development costs consist primarily of salaries and benefits of research and development personnel, costs related to research activities, preclinical studies, clinical trials and drug manufacturing. Non-refundable advance payments for goods or services that will be used in future research and development activities are deferred and capitalized and are only expensed when the goods have been received or when the service has been performed rather than when the payment is made.

Drug manufacturing, clinical and preclinical costs are a component of research and development expenses. The Company expenses costs for its drug manufacturing activities performed by Contract Manufacturing Organizations (“CMOs”), preclinical and clinical trial costs performed by Contract Research Organizations (“CROs”) and other service providers, as they are incurred, based upon estimates of the work completed over the life of the individual study in accordance with associated agreements. The Company uses information it receives from internal personnel and outside service providers to estimate the percentage of completion and therefore the expense to be incurred.

Comprehensive Loss

Comprehensive loss is defined as the change in equity during a period from transactions from non-owner sources. Unrealized gains or losses on available-for-sale securities is a component of other comprehensive gains or losses and is presented net of taxes.

Net Loss Per Share

Basic net loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, without consideration for common stock equivalents.

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, warrants and restricted stock units, which are common stock equivalents, have been excluded from the diluted net loss calculation as their effect would have been anti-dilutive for all periods presented:



	Three and Six Months Ended June 30,
	2023		2022
Options		2,428,195		2,338,736
Restricted stock units		1,193,451		258,851
Warrants		4,434		4,434
Total		3,626,080		2,602,021

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 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. Early adoption is permitted, but not earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its condensed consolidated financial statements and does not expect the adoption of this amended guidance to have a material impact on the Company’s condensed consolidated financial statements.

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Schedule of Common Stock Equivalents Excluded from Diluted Net Loss Calculation

The following number of unexercised stock options, warrants and restricted stock units, which are common stock equivalents, have been excluded from the diluted net loss calculation as their effect would have been anti-dilutive for all periods presented:



	Three and Six Months Ended June 30,
	2023		2022
Options		2,428,195		2,338,736
Restricted stock units		1,193,451		258,851
Warrants		4,434		4,434
Total		3,626,080		2,602,021

Balance Sheet Components (Tables)

6 Months Ended

Jun. 30, 2023

Balance Sheet Related Disclosures [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets as of June 30, 2023 and December 31, 2022 consist of the following (in thousands):


	June 30, 2023		December 31, 2022
Prepaid insurance	$	193	$	341
Other		129		70
Total prepaid expenses and other current assets	$	322	$	411

Schedule of Other Assets

Other assets as of June 30, 2023 and December 31, 2022 consist of the following (in thousands):


	June 30, 2023		December 31, 2022
Prepaid insurance	$	376	$	473
Other		31		13
Total other assets	$	407	$	486

Components of Accrued Liabilities

Accrued liabilities as of June 30, 2023 and December 31, 2022 consist of the following (in thousands):


	June 30, 2023		December 31, 2022
Accrued legal and professional fees	$	356	$	643
Accrued compensation		591		890
Accrued manufacturing and preclinical expenses		2,311		485
Other		36		8
Total accrued liabilities	$	3,294	$	2,026

Fair Value (Tables)

6 Months Ended

Jun. 30, 2023

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 June 30, 2023 and December 31, 2022:


	Fair Value Measurements as of June 30, 2023
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money Market Funds	$	5,208	$	—	$	—	$	5,208
Total cash equivalents	$	5,208	$	—	$	—	$	5,208

Short-term investments:
U.S. Treasury Bills	$	—	$	9,987	$	—	$	9,987
Total short-term investments	$	—	$	9,987	$	—	$	9,987


	Fair Value Measurements as of December 31, 2022
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money Market Funds	$	5,061	$	—	$	—	$	5,061
Total cash equivalents	$	5,061	$	—	$	—	$	5,061

Short-Term Investments (Tables)

6 Months Ended

Jun. 30, 2023

Investments, Debt and Equity Securities [Abstract]

Summary of Short-term Investments

The following table summarizes short-term investments as of June 30, 2023. The Company did not have short-term investments as of December 31, 2022.


	June 30, 2023
			Unrealized
	Amortized Cost		Gains		Losses		Estimated Fair Value
Short-term investments
U.S. Treasury Bills	$	9,986	$	1	$	—	$	9,987
Total short-term investments	$	9,986	$	1	$	—	$	9,987

Schedule of Available-for-Sale Investments by Maturity

The following table summarizes available-for-sale investments by maturity as of June 30, 2023:


	Amortized Cost		Estimated Fair Value
Due in one year or less	$	9,986	$	9,987
Due after one year		—		—
Total short-term investments	$	9,986	$	9,987

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2023

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.


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Fair value of common stock	$	0.98		$	1.28		$	1.00		$	1.49
Risk-free interest rate		3.75	%		3.06	%		3.73	%		2.25	%
Dividend yield		0.00	%		0.00	%		0.00	%		0.00	%
Expected term of options (years)		6.08			5.78			5.93			5.88
Volatility		104.52	%		71.45	%		102.97	%		68.57	%

Summary of Stock Option Activity

The table below summarizes the stock option activity during the six months ended June 30, 2023:


	Number of Shares Outstanding		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)
Balances at December 31, 2022		2,363,195	$	9.29		8.22	$	65
Granted		65,000	$	1.01		—		—
Exercised		—		—		—		—
Cancelled/Forfeited		—		—		—		—
Balances at June 30, 2023		2,428,195	$	9.06	7.46		$	87
Vested and expected to vest at June 30, 2023		2,428,195	$	9.06	7.46		$	87
Exercisable at June 30, 2023		1,314,075	$	10.80	7.04		$	45

Summary of Restricted Stock Unit Award Transactions

The table below summarizes the restricted stock unit awards activity during the six months ended June 30, 2023:


				Weighted Avg
				Grant Date
	Shares			Fair Value
Outstanding at December 31, 2022		162,201		$	3.36
Granted		1,100,000			1.01
Forfeited/Cancelled		—			—
Issued as Common Stock		(68,750	)		1.01
Outstanding at June 30, 2023		1,193,451		$	1.33

Summary of Stock-Based Compensation Expenses

Stock-based compensation expenses included in the Company’s condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022 (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Research and development	$	304	$	380	$	608	$	666
General and administrative		551		814		1,124		1,583
Total	$	855	$	1,194	$	1,732	$	2,249

Organization and Description of Business - Additional Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 102,693		$ 87,044
Cash used in operating activities	(10,679)	$ (3,352)
Cash and cash equivalents	$ 20,438		$ 41,100

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Summary of Significant Accounting Policies - Additional Information (Details)	Jun. 30, 2023 USD ($)
Accounting Policies [Abstract]
Transfers between fair value hierarchy levels	$ 0

Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents Excluded from Diluted Net Loss Calculation (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from diluted net loss calculation	3,626,080	2,602,021	3,626,080	2,602,021
Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from diluted net loss calculation	2,428,195	2,338,736	2,428,195	2,338,736
Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from diluted net loss calculation	1,193,451	258,851	1,193,451	258,851
Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from diluted net loss calculation	4,434	4,434	4,434	4,434

Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Balance Sheet Related Disclosures [Abstract]
Prepaid insurance	$ 193	$ 341
Other	129	70
Total prepaid expenses and other current assets	$ 322	$ 411

Balance Sheet Components - Schedule of Other Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Balance Sheet Related Disclosures [Abstract]
Prepaid insurance	$ 376	$ 473
Other	31	13
Total other assets	$ 407	$ 486

Balance Sheet Components - Components of Accrued Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Balance Sheet Related Disclosures [Abstract]
Accrued legal and professional fees	$ 356	$ 643
Accrued compensation	591	890
Accrued manufacturing and preclinical expenses	2,311	485
Other	36	8
Total accrued liabilities	$ 3,294	$ 2,026

Fair Value - Schedule of Financial Assets Measured at Fair Value on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents	$ 5,208	$ 5,061
Total short-term investments	9,987
U.S. Treasury Bills
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total short-term investments	9,987
Money Market Funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents	5,208	5,061
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents	5,208	5,061
Level 1 \| Money Market Funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents	5,208	$ 5,061
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total short-term investments	9,987
Level 2 \| U.S. Treasury Bills
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total short-term investments	$ 9,987

Short-Term Investments (Additional Information) (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Investments, Debt and Equity Securities [Abstract]
Short-term investments	$ 9,987,000	$ 0

Short-Term Investments - Schedule of Short Term Investments (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Debt Securities, Available-for-Sale [Line Items]
Short-term investments, Amortized Cost	$ 9,986,000
Short-term investments, Unrealized Gains	1,000
Short-term investments, Estimated Fair Value	9,987,000	$ 0
U.S. Treasury Bills
Debt Securities, Available-for-Sale [Line Items]
Short-term investments, Amortized Cost	9,986,000
Short-term investments, Unrealized Gains	1,000
Short-term investments, Estimated Fair Value	$ 9,987,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Short-Term Investments - Schedule of Available-for-Sale Investments by Maturity (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Investments, Debt and Equity Securities [Abstract]
Due in one year or less, Amortized Cost	$ 9,986,000
Short-term investments, Amortized Cost	9,986,000
Due in one year or less, Estimated Fair Value	9,987,000
Short-term investments, Estimated Fair Value	$ 9,987,000	$ 0

Commitments and Contingencies - Additional Information (Details) - USD ($)			3 Months Ended		6 Months Ended
	Aug. 10, 2023	Jul. 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Commitments And Contingencies [Line Items]
FDIC insured amount			$ 250,000		$ 250,000
Rent expenses			17,000	$ 3,000	24,000	$ 6,000
Contractual Obligation			$ 3,200,000		$ 3,200,000
Subsequent Events
Commitments And Contingencies [Line Items]
Complaint filed, date	August 10, 2023
Name of plaintiff	Camac Fund LP
Name of defendant	members of the Company’s Board of Directors (the “Directors”) and certain of the Company’s investors (the “Investors” and, with the Directors, “Defendants”) and naming the Company as nominal defendant.
Gross proceeds of private placement		$ 25,000

Equity - Additional Information (Details)					6 Months Ended
Equity - Additional Information (Details)	Aug. 12, 2022 USD ($)	Jul. 11, 2022 Right $ / shares shares	Apr. 01, 2022 USD ($)	Mar. 31, 2022 USD ($)	Jun. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Jun. 16, 2020 $ / shares shares
Class Of Stock [Line Items]
Warrants expiration date					Jul. 12, 2024
Dividend payable, date of record		Jul. 21, 2022
Rights Agreement
Class Of Stock [Line Items]
Percentage of beneficial ownership acquired by a person or group of affiliated or associated persons		10.00%
Percentage of ownership by a person or group upon announcement of tender or exchange offer		10.00%
Percentage of beneficial ownership acquired by an acquiring person after public announcement		10.00%
Shelf Registration \| Maximum
Class Of Stock [Line Items]
Additional capital raised					$ 300,000,000
At The Market Equity Offering Program
Class Of Stock [Line Items]
Gross proceeds from issuance of common stock				$ 25,000,000
Percentage of sales commission				3.00%
At The Market Equity Offering Program \| Maximum
Class Of Stock [Line Items]
Gross proceeds from issuance of common stock			$ 7,000,000
New issuance of common stock	$ 2,700,000
Common Stock
Class Of Stock [Line Items]
Warrants to purchase common stock \| shares							4,434
Common stock exercise price \| $ / shares							$ 140.25
Warrants expiration date							Oct. 30, 2025
Dividend distribution, number of right for each share \| Right		1
Common Stock \| At The Market Equity Offering Program
Class Of Stock [Line Items]
Common stock issued, shares \| shares						6,100,000
Gross proceeds from issuance of common stock						$ 7,700,000
Offering costs						$ 595,000
Series A Preferred Stock
Class Of Stock [Line Items]
Preferred stock authorized, shares \| shares					10,000,000	10,000,000
Preferred stock outstanding, shares \| shares					0	0
Preferred stock per share \| $ / shares					$ 0.001	$ 0.001
Series A Participating Preferred Stock
Class Of Stock [Line Items]
Common stock exercise price \| $ / shares		$ 16
Dividend distribution, each right entitled to purchase shares \| shares		0.001
Preferred stock per share \| $ / shares		$ 0.001

Stock-Based Compensation - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	May 31, 2021	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2022	Jul. 26, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average grant-date fair value of stock options granted		$ 0.81	$ 0.82	$ 0.81	$ 0.92
Fair value of stock price				$ 1.04
Stock-based compensation expense		$ 855,000	$ 1,194,000	$ 1,732,000	$ 2,249,000
Unrecognized compensation expense		5,600,000		$ 5,600,000
Weighted-average period over which unrecognized compensation expense is expected to be recognized				2 years 25 days
Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Service-based awards vesting percentage				6.25%
Stock awards granted				1,100,000
Unrecognized compensation expense						$ 158,000
Performance Stock Options and Restricted Stock Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation expense		$ 200,000		$ 200,000
2020 Inducement Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares reserved for future grant							500,000
Shares available for issuance		100,000		100,000
2021 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Service-based awards, vesting period	4 years
Service-based awards vesting description				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
Shares available for issuance	1,000,000	187,277		187,277
Additional shares available for grant			1,500,000		1,500,000
2021 Equity Incentive Plan \| Board of Directors
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Service-based awards, vesting period	3 years			12 months
Service-based awards vesting description				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
2021 Equity Incentive Plan \| Following Twelve Months of Service
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Service-based awards vesting percentage	25.00%
2017 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Eligible employees withhold percentage of earnings to purchase shares of common stock	15.00%
Shares available for future issuance		521,522		521,522
Shares reserved for issuance increase percentage of total number of shares of common stock outstanding	1.00%
Shares Issued under plan				7,000
Stock-based compensation expense		$ 2,000	$ 0	$ 4,000	$ 0
2017 Employee Stock Purchase Plan \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares of common stock reserved for issuance increase on of each calendar year	300,000
2017 Employee Stock Purchase Plan \| On First Date of Offering \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of fair market value of share of common stock to purchase	85.00%
2017 Employee Stock Purchase Plan \| On Date of Purchase \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of fair market value of share of common stock to purchase	85.00%

Stock-Based Compensation - Summary of Weighted-Average Assumptions Used to Value Stock Options (Details) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]
Fair value of common stock	$ 0.98	$ 1.28	$ 1	$ 1.49
Risk-free interest rate	3.75%	3.06%	3.73%	2.25%
Dividend yield	0.00%	0.00%	0.00%	0.00%
Expected term of options (years)	6 years 29 days	5 years 9 months 10 days	5 years 11 months 4 days	5 years 10 months 17 days
Volatility	104.52%	71.45%	102.97%	68.57%

Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Number of Shares Outstanding
Outstanding, Beginning	2,363,195
Granted	65,000
Outstanding, Ending	2,428,195	2,363,195
Vested and expected to vest	2,428,195
Exercisable	1,314,075
Weighted-Average Exercise Price
Outstanding, Beginning	$ 9.29
Granted	1.01
Outstanding, Ending	9.06	$ 9.29
Vested and expected to vest	9.06
Exercisable	$ 10.80
Weighted-Average Remaining Contractual Term (Years)
Outstanding	7 years 5 months 15 days	8 years 2 months 19 days
Vested and expected to vest	7 years 5 months 15 days
Exercisable	7 years 14 days
Aggregate Intrinsic Value
Outstanding	$ 87	$ 65
Vested and expected to vest	87
Exercisable	$ 45

Stock-Based Compensation - Summary of Restricted Stock Unit Award Transactions (Details) - Restricted Stock Unit Awards	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Shares
Outstanding at December 31, 2022	162,201
Granted	1,100,000
Issued as Common Stock	(68,750)
Outstanding at March 31, 2023	1,193,451
Weighted Avg Grant Date Fair Value
Outstanding at December 31, 2022 \| $ / shares	$ 3.36
Granted \| $ / shares	$ 1.01
Issued as Common Stock	1.01
Outstanding at March 31, 2023 \| $ / shares	$ 1.33

Stock-Based Compensation - Summary of Stock-Based Compensation Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	$ 855	$ 1,194	$ 1,732	$ 2,249
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	304	380	608	666
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	$ 551	$ 814	$ 1,124	$ 1,583

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Related Party Transactions - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023
Director
Related Party Transaction [Line Items]
Payments for scientific consulting services	$ 7,000	$ 5,000
Director One
Related Party Transaction [Line Items]
Related party transactions			$ 0

Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended
	Jul. 31, 2023	Jul. 28, 2023	Jul. 28, 2023	Jun. 30, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Common stock, par value				$ 0.001	$ 0.001
Subsequent Events
Subsequent Event [Line Items]
Gross proceeds of private placement	$ 25
Subsequent Events \| Pre-funded Warrant
Subsequent Event [Line Items]
Purchase price per share		$ 1.005	$ 1.005
Warrants to purchase common stock		9,689,293	9,689,293
Exercise price of warrants per share of common stock		$ 0.001	$ 0.001
Subsequent Events \| Securities Purchase Agreement
Subsequent Event [Line Items]
Common stock issued, shares		15,166,957
Common stock, par value		$ 0.001	0.001
Purchase price per share		$ 1.006	$ 1.006
Warrant ownership limit		9.99%	9.99%
Warrant ownership increase or decrease limit		19.99%	19.99%
Warrant notice limit			61 days
Gross proceeds of private placement			$ 25,000
Subsequent Events \| Certain Executive Officers, Senior Management and Board Members [Member] \| Private Placement
Subsequent Event [Line Items]
Purchase price per share		$ 1.01	$ 1.01
Private placement purchasing amount		$ 1,160