0001558370-23-018281 | 10-Q | XBRL Viewer

Cash, cash equivalents and restricted cash

9 Months Ended

Sep. 30, 2023

Cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash

3. Cash, cash equivalents and restricted cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows (in thousands):


	September 30, 2023		December 31, 2022
Cash and cash equivalents	$	94,986	$	74,933
Restricted cash		1,781		856
Total cash, cash equivalents and restricted cash	$	96,767	$	75,789

Amounts included in restricted cash as of September 30, 2023, and December 31, 2022 represent (i) cash received pursuant to the PanCAN Grant restricted for future expenditures for specific research and development activities of $1.5 million and $0.6 million, respectively, and (ii) cash held to collateralize outstanding letters of credit provided as a security deposit for the Company’s office space located in Needham, Massachusetts in the amount of $0.2 million. Cash received pursuant to the PanCAN Grant is included in prepaid expenses and other current assets on the condensed consolidated balance sheets as of September 30, 2023, and December 31, 2022. The letters of credit are included in non-current restricted cash on the condensed consolidated balance sheets as of September 30, 2023, and December 31, 2022.

Stock-based compensation - Stock Options (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Shares
Outstanding at the beginning of the period (in shares)	1,168,105
Granted (in shares)	1,013,666
Forfeited/cancelled (in shares)	(48,801)
Expired	(12,415)
Outstanding at the end of the period (in shares)	2,120,555		1,168,105
Vested at the end of the period (in shares)	826,878
Weighted-average exercise price per share
Outstanding at the beginning of the period (in dollars per share)	$ 33.63
Granted (in dollars per share)	8.03
Forfeited/cancelled (in dollars per share)	42.87
Expired (in dollars per share)	116.92
Outstanding at the end of the period (in dollars per share)	20.69		$ 33.63
Vested at the end of the period (in dollars per share)	$ 34.30
Weighted-average remaining contractual term
Outstanding at the end of the period	7 years 10 months 24 days		7 years 1 month 6 days
Vested at the end of the period	5 years 10 months 24 days
Aggregate intrinsic value
Outstanding at the beginning of the period (in dollars)	$ 18
Outstanding at the end of the period (in dollars)	470		$ 18
Vested at the end of the period (in dollars)	$ 86
Assumptions used to estimate fair value of each stock-based award on the grant date
Risk-free interest rate (as a percent)	3.63%	2.82%
Volatility (as a percent)	91.00%	87.00%
Expected term (years)	6 years 2 months 5 days	5 years 7 months 6 days

Long-term debt - Components of carrying value of debt (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Long-term debt
Principal loan balance	$ 40,000	$ 25,000
Final Payment Fee	539	225
Debt issuance costs, net of accretion	(628)	(699)
Long-term debt, net of discount	$ 39,911	$ 24,526

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Nature of business - Reverse Stock Split (Details)	1 Months Ended
Nature of business - Reverse Stock Split (Details)	May 31, 2023 $ / shares shares	Sep. 30, 2023 $ / shares shares
Nature of business
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001
Common stock, shares authorized \| shares		300,000,000
Certificate of Amendment
Nature of business
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Reverse stock split ratio	0.083
Common stock, shares authorized \| shares	300,000,000

Investments

9 Months Ended

Sep. 30, 2023

Investments

Investments

5. Investments

Cash, cash equivalents, restricted cash and investments consist of the following (in thousands):


	September 30, 2023
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Cash, cash equivalents & restricted cash:
Cash and money market accounts	$	79,832	$	—	$	—	$	79,832
Corporate bonds, agency bonds and commercial paper (due within 90 days)		16,933		2		—		16,935
Total cash, cash equivalents & restricted cash:	$	96,765	$	2	$	—	$	96,767
Investments:
Corporate bonds, agency bonds and commercial paper (due within 1 year)		70,630		48		(1)		70,677
Total investments	$	70,630	$	48	$	(1)	$	70,677
Total cash, cash equivalents, restricted cash and investments	$	167,395	$	50	$	(1)	$	167,444


	December 31, 2022
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Cash, cash equivalents & restricted cash:
Cash and money market accounts	$	74,794	$	—	$	—	$	74,794
Corporate bonds, agency bonds and commercial paper (due within 90 days)		995		—	$	—		995
Total cash, cash equivalents & restricted cash:	$	75,789	$	—	$	—	$	75,789
Investments:
Corporate bonds, agency bonds and commercial paper (due within 1 year)	$	12,961	$	2	$	(2)	$	12,961
Total investments	$	12,961	$	2	$	(2)	$	12,961
Total cash, cash equivalents, restricted cash and investments	$	88,750	$	2	$	(2)	$	88,750

There were no realized gains or losses on investments for the three or nine months ended September 30, 2023, or 2022. Accrued interest receivable is excluded from the amortized cost and estimated fair value of the Company's investments. Accrued interest receivable of $0.1 million is presented within the prepaid expenses and other current assets on the condensed consolidated balance sheets at each of September 30, 2023 and December 31, 2022. There was one debt security in an unrealized loss position as of September 30, 2023. There were two debt securities in an unrealized loss position as of December 31, 2022. None of these investments had been in an unrealized loss position for more than 12 months as of September 30, 2023 and December 31, 2022. The fair value of these securities as of December 31, 2022 was $6.0 million and the aggregate unrealized loss was immaterial. The Company considered the decline in the market value for these securities to be primarily attributable to current economic conditions and not credit related. At both September 30, 2023 and December 31, 2022, the Company had the intent and ability to hold such securities until recovery. As a result, the Company did not record any charges for credit-related impairments for its investments as of September 30, 2023 and December 31, 2022.

Capital stock - June 2023 Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended	9 Months Ended
	Jun. 15, 2023	Jun. 30, 2023	Sep. 30, 2023
Class of Stock [Line Items]
Stock Issued, Pre Funded Warrants, Net of Issuance Costs		$ 91,420
Underwriting Agreement
Class of Stock [Line Items]
Period options are exercisable	30 days
Stock Issued, Pre Funded Warrants, Net of Issuance Costs			$ 91,400
Underwriting Agreement \| Public
Class of Stock [Line Items]
Common shares, offered	7,181,409
Sale price of the Common Stock	$ 9.75
Underwriting Agreement \| Underwriters
Class of Stock [Line Items]
Common shares, offered	1,308,000
Pre-Funded Warrant \| Underwriting Agreement
Class of Stock [Line Items]
Exercise price of shares of common stock in the warrant issued (in dollars per share)	$ 0.001
Maximum amount of common stock owned, as a percentage, that would prevent exercise	9.99%
Days of notice for increase/decrease to maximum percentage owned	61 days
Upper limit of maximum amount of common stock owned by a holder, as a percentage	19.99%
Shares issued			1,538,591
Pre-Funded Warrant \| Underwriting Agreement \| Investors
Class of Stock [Line Items]
Common shares, offered	1,538,591
Sale price of the Common Stock	$ 9.749
Exercise price of shares of common stock in the warrant issued (in dollars per share)	$ 0.001
Common stock
Class of Stock [Line Items]
Stock Issued, Pre Funded Warrants, Net of Issuance Costs		$ 1
Common stock \| Underwriting Agreement
Class of Stock [Line Items]
Shares issued			8,489,409

Summary of significant accounting policies

9 Months Ended

Sep. 30, 2023

Summary of significant accounting policies

Summary of significant accounting policies

2. Summary of significant accounting policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 10-01 under the assumption that the Company will continue as a going concern for the next twelve months. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements, or any adjustments that might result from the uncertainty related to the Company’s ability to continue as a going concern. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2023. For further information, refer to the financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (“SEC”) on March 14, 2023.

Significant Accounting Policies

The significant accounting policies are described in Note 2. Significant accounting policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, except as outlined within “Recently Adopted Accounting Standards Updates” section immediately below.

Recently Adopted Accounting Standards Updates

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 will replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Effective January 1, 2023, the Company adopted the provisions of ASU 2016-13. The adoption did not have a material impact on the Company's condensed consolidated financial statements or related financial statement disclosures.

In August 2020, the FASB issued No. ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) (“ASU 2020-06”). ASU 2020-06 simplifies the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exception for contracts in an entity’s own equity. The ASU also simplifies the diluted earnings per share calculation in certain areas. The Company elected to adopt this standard on January 1, 2023 under the modified retrospective transition method. The adoption did not have a material impact on the Company's condensed consolidated financial statements or related financial statement disclosures.

In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations (“ASU 2022-04”). ASU 2022-04 requires the buyer in a supplier finance program to disclose information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a rollforward of such amounts during each annual period, and a description of where in the financial statements outstanding amounts are presented. This guidance is effective for fiscal years beginning after December 15, 2022. We adopted this guidance as of January 1, 2023, on a prospective basis. The adoption of the standard only resulted in new disclosures for amounts presented within Notes Payable and did not affect the Company’s recognition, measurement, or financial statement presentation of supplier finance program obligations on the condensed consolidated financial statements. For additional information on the new disclosures, see Note 9. Notes Payable.

Concentrations of credit risk and off-balance sheet risk

Cash, cash equivalents, investments and trade accounts receivable are financial instruments that potentially subject the Company to concentrations of credit risk. The Company mitigates this risk by maintaining its cash and cash equivalents and investments with high quality, accredited financial institutions. The management of the Company’s investments is not discretionary on the part of these financial institutions. As of September 30, 2023, the Company’s cash, cash equivalents and investments were deposited at four financial institutions and it has no significant off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements. For the three and nine months ended September 30, 2023, the Company did not record any revenue.

Proceeds from Grants

In May 2022, the Company was awarded the “Therapeutic Accelerator Award” grant from Pancreatic Cancer Network (“PanCAN”) for up to $3.8 million (the “PanCAN Grant”). In August 2022, PanCAN agreed to provide the Company with an additional $0.5 million for the collection and analysis of patient samples. The grant is expected to support a Phase 1b/2 clinical trial of GEMZAR (gemcitabine) and ABRAXANE (Nab-paclitaxel) in combination with avutometinib and defactinib entitled RAMP 205. The RAMP 205 trial will evaluate whether combining avutometinib (to target mutant Kirsten rat sarcoma viral oncogene homolog (“KRAS”), which is found in more than 90% of pancreatic adenocarcinomas) and defactinib (to reduce stromal density and adaptive resistance to avutometinib) to the standard GEMZAR/ABRAXANE regimen improves outcomes for patients with such pancreatic cancers. Through September 30,

2023, the Company has received $2.7 million of cash proceeds which was initially recorded as deferred liabilities on the balance sheet. The Company recognizes grants as contra research and development expense in the consolidated statement of operations and comprehensive loss on a systematic basis over the periods in which the entity recognizes as expenses the related costs for which the grants are intended to compensate. The Company recorded $0.5 million and $1.3 million of the proceeds as a reduction of research and development expense during the three and nine months ended September 30, 2023, respectively. The Company recorded less than $0.1 million of the proceeds as a reduction of research and development expense during the three and nine months ended September 30, 2022. As of September 30, 2023 and December 31, 2022, the Company recorded $1.0 million and $0.7 million, respectively, as deferred liabilities related to the PanCAN Grant in the consolidated balance sheets.

Summary of significant accounting policies - Concentrations of credit risk and off-balance sheet risk (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended	9 Months Ended
	Aug. 31, 2022	May 31, 2022	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
Concentrations of credit risk and off-balance sheet risk
Off-balance sheet concentrations of credit risk description				As of September 30, 2023, the Company’s cash, cash equivalents and investments were deposited at four financial institutions and it has no significant off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements.
Grant awarded, amount		$ 3,800
Cash proceeds	$ 500			$ 2,700
Reduction of research and development expense			$ 500	1,300	$ 100
Deferred liabilities				$ 325	$ 965

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2023	Mar. 31, 2023
Issuance of common stock, issuance costs	$ 6,351
Series B Preferred Stock
Issuance of stock costs		$ 1,901
Preferred stock tranche liability		$ 6,940

Income taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2022
Income taxes
Income tax expense	$ 0	$ 0	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Capital stock (Details) $ / shares in Units, $ in Thousands			3 Months Ended	9 Months Ended
Capital stock (Details) $ / shares in Units, $ in Thousands	Jan. 24, 2023 USD ($) D tranche $ / shares shares	Nov. 04, 2022 $ / shares shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2023 USD ($) shares
Class of Stock [Line Items]
Preferred Stock, Shares Authorized \| shares			5,000,000	5,000,000
Preferred stock tranche liability \| $			$ 7,260	$ 7,260
SeriesA Convertible Preferred Stock
Class of Stock [Line Items]
Convertible preferred stock, shares issued upon conversion \| shares		0.833
Conversion of preferred stock, conversion blocker, percent		9.99%
Conversion of Preferred Stock, Conversion Blocker, Notice Period		60 days
Series B Convertible Preferred Stock
Class of Stock [Line Items]
Convertible preferred stock, shares issued upon conversion \| shares	3.5305
Conversion of preferred stock, conversion blocker, percent	9.99%
Conversion of Preferred Stock, Conversion Blocker, Notice Period	60 days
Threshold share price \| $ / shares	$ 31.77
Expected closing period of issuance	10 days
Liquidation preference per share \| $ / shares	$ 1.00
Fair value of the Second Tranche Right \| $	$ 6,900		7,300	7,300
Preferred stock tranche liability \| $	$ 6,900
Mark-to-market adjustment under change in fair value of preferred stock tranche liability \| $			$ 200	$ 300
Series B Convertible Preferred Stock \| Private placement
Class of Stock [Line Items]
Shares issued \| shares	944,160
Conversion price \| $ / shares	$ 7.0812
Gross proceeds \| $	$ 30,000
Threshold share price \| $ / shares	$ 13.50
Share price (in dollars per share) \| $ / shares	$ 9.00
Share issue period	10 days
Threshold trading volume \| $	$ 25,000
Trading days \| D	7
Maximum \| SeriesA Convertible Preferred Stock
Class of Stock [Line Items]
Conversion of Preferred Stock, Conversion Blocker, Percent, Upon Giving Notice		19.99%
Maximum \| Series B Convertible Preferred Stock
Class of Stock [Line Items]
Aggregate shares to be sold \| shares	2,144,160
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Number of tranches \| tranche	2
Conversion of Preferred Stock, Conversion Blocker, Percent, Upon Giving Notice	19.99%
Shares issued \| shares	1,200,000
Share price (in dollars per share) \| $ / shares	$ 25.00
BVP \| Common stock
Class of Stock [Line Items]
Conversion of stock, shares converted \| shares		833,333
BVP \| SeriesA Convertible Preferred Stock
Class of Stock [Line Items]
Preferred stock, par value (in dollars per share) \| $ / shares		$ 0.0001
Shares issued on conversion \| shares		1,000,000

Fair value of financial instruments

9 Months Ended

Sep. 30, 2023

Fair value of financial instruments

Fair value of financial instruments

4. Fair value of financial instruments

The Company determines the fair value of its financial instruments based upon the fair value hierarchy, which prioritizes valuation inputs based on the observable nature of those inputs. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of the investments and is not a measure of the investment credit quality. The hierarchy defines three levels of valuation inputs:

Level 1 inputs	Quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date.
Level 2 inputs	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs	Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

Items Measured at Fair Value on a Recurring Basis

The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis (in thousands):


	September 30, 2023
Description	Total		Level 1		Level 2		Level 3
Financial assets
Cash equivalents	$	93,777	$	76,842	$	16,935	$	—
Short-term investments		70,677		11,876		58,801		—
Total financial assets	$	164,454	$	88,718	$	75,736	$	—
Preferred stock tranche liability	$	7,260	$	—	$	—	$	7,260


	December 31, 2022
Description	Total		Level 1		Level 2		Level 3
Financial assets
Cash equivalents	$	73,613	$	72,617	$	996	$	—
Short-term investments		12,961		—		12,961		—
Total financial assets	$	86,574	$	72,617	$	13,957	$	—

The Company’s cash equivalents and short-term investments consist of U.S. Government money market funds, corporate bonds, agency bonds and commercial paper of publicly traded companies. The investments and cash equivalents have been initially valued at the transaction price and subsequently valued, at the end of each reporting period, utilizing third party pricing services or other market observable data. The pricing services utilize industry standard valuation models, including both income and market-based approaches and observable market inputs to determine value. These observable market inputs include reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers, current spot rates and other industry and economic events. The Company validates the prices provided by third party pricing services by reviewing their pricing methods and matrices, obtaining market values from other pricing sources, analyzing pricing data in certain instances and confirming that the relevant markets are active. After completing its validation procedures, the Company did not adjust or override any fair value measurements provided by the pricing services as of September 30, 2023 or December 31, 2022.

A preferred stock tranche liability was recorded as a result of the entry into the Securities Purchase Agreement (defined herein) (see Note 11. Capital Stock). The fair value measurement of the preferred stock tranche liability is classified as Level 3 under the fair value hierarchy. The fair value of the preferred stock tranche liability was determined using a Monte-Carlo simulation. The inputs to the Monte-Carlo include the risk-free rate, stock price volatility, expected dividends and remaining term. Significant increases or decreases in any of those inputs in isolation could result in a significantly lower or higher fair value measurement.

Below are the inputs used to value the preferred stock tranche liability at January 24, 2023 and September 30, 2023:


	September 30, 2023		January 24, 2023
Risk-free interest rate	5.46-5.61	%	4.41-4.84	%
Volatility	100	%	90	%
Dividend yield	—		—
Remaining term (years)	0.8		1.5

The following table represents a reconciliation of the preferred stock right liability recorded in connection with the entry into the Securities Purchase Agreement (in thousands):


January 1, 2023	$	—
Fair value recognized upon entering into Securities Purchase Agreement		6,940
Fair value adjustment		320
September 30, 2023	$	7,260

Fair Value of Financial Instruments

The fair value of the Company’s 2018 issued 5.00% Convertible Senior Notes due 2048 (the “2018 Notes”) was approximately $0.3 million as of September 30, 2023, and December 31, 2022, which equals the carrying value of the 2018 Notes on each respective date. The fair value of the 2018 Notes is influenced by the Company’s stock price, stock price volatility, and current market yields and was determined using Level 3 inputs.

The fair value of the Company’s long-term debt was determined using a discounted cash flow analysis with current applicable rates for similar instruments as of the condensed consolidated balance sheet dates. The Company estimates that the fair value of its long-term debt was approximately $39.4 million as of September 30, 2023, which differs from the carrying value of $39.9 million. The Company estimates that the fair value of its long-term debt was approximately $24.9 million as of December 31, 2022, which differs from the carrying value of $24.5 million. The fair value of the Company’s long-term debt was determined using Level 3 inputs.

- 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

Accrued expenses

9 Months Ended

Sep. 30, 2023

Accrued expenses

Accrued expenses

6. Accrued expenses

Accrued expenses consist of the following (in thousands):


	September 30, 2023		December 31, 2022
Research and development expenses	$	9,054	$	8,535
Compensation and related benefits		3,629		3,844
Professional fees		495		469
Consulting fees		1,304		902
Interest		312		192
Commercialization costs		429		148
Other		1,091		893
Total accrued expenses	$	16,314	$	14,983

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock, shares authorized	5,000,000
Preferred stock, shares outstanding	1,200,000
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares authorized	300,000,000
Common stock, shares issued	25,265,000	16,712,000
Common stock, shares outstanding	25,265,000	16,712,000
Series A Preferred Stock
Preferred stock, par value (in dollars per share)	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	1,000,000
Series B Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.0001
Preferred stock, shares authorized	2,144,000	0
Preferred stock, shares issued	1,200,000	0
Preferred stock, shares outstanding		0
Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.0001
Preferred stock, shares authorized	5,000,000

Debt (Tables)

9 Months Ended

Sep. 30, 2023

Long-term debt

Schedule of carrying value of debt


	September 30, 2023		December 31, 2022
Principal loan balance	$	40,000	$	25,000
Final Payment Fee		539		225
Debt issuance costs, net of accretion		(628)		(699)
Long-term debt, net of discount	$	39,911	$	24,526

Schedule of interest expenses

The following table sets forth total interest expense for the three and nine month periods ended September 30, 2023 and 2022:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Contractual Interest	$	950	$	587	$	2,529	$	1,143
Amortization of debt discount and issuance costs		60		57		175		121
Amortization of Final Payment Fee		119		73		315		149
Total	$	1,129	$	717	$	3,019	$	1,413

Schedule of future principal payments under the Loan Agreement


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Contractual Interest	$	950	$	587	$	2,529	$	1,143
Amortization of debt discount and issuance costs		60		57		175		121
Amortization of Final Payment Fee		119		73		315		149
Total	$	1,129	$	717	$	3,019	$	1,413

Stock-based compensation (Tables)

9 Months Ended

Sep. 30, 2023

Stock-based compensation

Summary of stock option activity and related information

A summary of the Company’s stock option activity and related information for the nine months ended September 30, 2023 is as follows:


	Shares	Weighted-average exercise price per share		Weighted-average remaining contractual term (years)	Aggregate intrinsic value (in thousands)
Outstanding at December 31, 2022	1,168,105	$	33.63	7.1	$	18
Granted	1,013,666		8.03
Forfeited/cancelled	(48,801)		42.87
Expired	(12,415)		116.92
Outstanding at September 30, 2023	2,120,555	$	20.69	7.9	$	470
Vested at September 30, 2023	826,878	$	34.30	5.9	$	86

Schedule of assumptions used to estimate fair value of each stock option on grant date

The fair value of each stock option granted during the nine months ended September 30, 2023 and 2022 was estimated on the grant date using the Black-Scholes option-pricing model using the following weighted-average assumptions:


	Nine months ended September 30,
	2023		2022
Risk-free interest rate	3.63	%	2.82	%
Volatility	91	%	87	%
Dividend yield	—		—
Expected term (years)	6.1		5.6

Schedule of restricted stock units

A summary of the Company’s restricted stock unit activity and related information for the nine months ended September 30, 2023 is as follows:


	Shares	Weighted-average grant date fair value per share
Outstanding at December 31, 2022	172,909	$	25.82
Granted	108,058	$	10.15
Vested	(49,815)	$	25.87
Forfeited/cancelled	(5,477)	$	17.96
Outstanding at September 30, 2023	225,675	$	18.49

Schedule of assumptions used to estimate fair value of each employee stock purchase plan on grant date


	Nine months ended September 30,
	2023		2022
Risk-free interest rate	5.16	%	1.56	%
Volatility	126	%	77	%
Dividend yield	—		—
Expected term (years)	0.5		0.5

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating activities
Net loss	$ (59,999)	$ (57,004)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	57	89
Amortization of right-of-use asset and lease liability	(129)	(113)
Stock-based compensation expense	4,262	4,760
Amortization of deferred financing costs, debt discounts and premiums and discounts on available-for-sale marketable securities	(295)	231
Change in fair value of preferred stock tranche liability	320
Changes in operating assets and liabilities:
Accounts receivable, net	31	442
Prepaid expenses, other current assets and other assets	(2,950)	1,349
Accounts payable	217	3,057
Accrued expenses and other liabilities	1,331	(833)
Deferred liabilities	325	965
Other long-term liabilities	51
Net cash used in operating activities	(56,779)	(47,057)
Investing activities
Purchases of investments	(83,883)	(15,340)
Maturities of investments	27,000	68,500
Net cash provided by (used in) investing activities	(56,883)	53,160
Financing activities
Proceeds from issuance of Series B Convertible Preferred Stock, net	28,099
Proceeds from long-term debt, net	14,918	24,148
Proceeds from insurance premium financing	1,430
Payments on insurance premium financing	(1,284)
Proceeds from the exercise of stock options and employee stock purchase program	57	282
Proceeds from the issuance of common stock, net	91,420	27,354
Net cash provided by financing activities	134,640	51,784
Increase (decrease) in cash, cash equivalents and restricted cash	20,978	57,887
Cash, cash equivalents and restricted cash at beginning of period	75,789	21,493
Cash, cash equivalents and restricted cash at end of period	96,767	$ 79,380
Supplemental disclosure of non-cash investing and financing activities
Issuance of preferred stock tranche liability	$ 6,940

Notes Payable

9 Months Ended

Sep. 30, 2023

Notes Payable [Abstract]

Notes Payable

9. Notes Payable

In February 2023, the Company entered into a finance agreement with AFCO Premium Credit LLC (“AFCO”). Pursuant to the terms of the agreement, AFCO loaned the Company the principal amount of $1.4 million, which accrues interest at 7.4% per annum, to fund a portion of the Company’s insurance policies. The Company is required to make monthly payments of $0.1 million through October 2023 including principal and interest. The agreement assigns AFCO a security interest in (i) all unearned premiums and dividends which may become payable under the insurance policies financed pursuant to this agreement, (ii) loss payments which reduce the unearned premiums, and (iii) the Company’s interest in any state insurance guarantee fund related to any of the insurance policies financed pursuant to this agreement. The outstanding balance at September 30, 2023 was $0.1 million recorded as note payable on the condensed consolidated balance sheets.

Leases (Tables)

9 Months Ended

Sep. 30, 2023

Leases

Summary of elements of lease expenses


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Lease Expense
Operating lease expense	$	221	$	221	$	664	$	664
Total Lease Expense	$	221	$	221	$	664	$	664
Other Information - Operating Leases
Operating cash flows paid for amounts included in measurement of lease liabilities	$	268	$	262	$	793	$	777


		September 30, 2023
Other Balance Sheet Information - Operating Leases
Weighted average remaining lease term (in years)		1.8
Weighted average discount rate		14.6%
Maturity Analysis
2023		268
2024		1,081
2025		546
Total	$	1,895
Less: Present value discount		(213)
Lease Liability	$	1,682

Net loss per share (Tables)

9 Months Ended

Sep. 30, 2023

Net loss per share

Schedule of potentially dilutive securities were excluded from the calculation of diluted net loss per share

The following potentially dilutive securities (each as adjusted to reflect the Reverse Stock Split) were excluded from the calculation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:


	Three months ended September 30,		Nine months ended September 30,
	2023	2022	2023	2022
Outstanding stock options	2,120,555	1,137,738	2,120,555	1,137,738
Outstanding restricted stock units	225,675	206,951	225,675	206,951
2018 Notes	3,489	3,489	3,489	3,489
Employee stock purchase plan	6,310	6,459	6,310	6,459
Series A Convertible Preferred Stock	833,333	—	833,333	—
Series B Convertible Preferred Stock	4,236,570	—	4,236,570	—
Total potentially dilutive securities	7,425,932	1,354,637	7,425,932	1,354,637

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2023	Nov. 07, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Entity File Number	001-35403
Entity Registrant Name	Verastem, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-3269467
Entity Address, Address Line One	117 Kendrick Street, Suite 500
Entity Address, City or Town	Needham
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02494
City Area Code	781
Local Phone Number	292-4200
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	VSTM
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		25,267,436
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001526119
Amendment Flag	false

Commitments and contingencies

9 Months Ended

Sep. 30, 2023

Commitments and contingencies

Commitments and contingencies

16. Commitments and contingencies

The Company has no other commitments other than minimum lease payments as disclosed in Note 8. Leases.

Summary of significant accounting policies - Proceeds from grants (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended	9 Months Ended
	Aug. 31, 2022	May 31, 2022	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	Dec. 31, 2022
Summary of significant accounting policies
Grant awarded, amount		$ 3,800
Cash proceeds	$ 500			$ 2,700
Reduction of research and development expense			$ 500	1,300	$ 100
Deferred liabilities			$ 1,035	$ 1,035		$ 1,000	$ 710

Commitments and contingencies (Details) $ in Millions	Sep. 30, 2023 USD ($)
Commitments and contingencies
Other commitments	$ 0.0

Convertible senior notes

9 Months Ended

Sep. 30, 2023

Convertible Senior Notes

Convertible Senior Notes

10. Convertible Senior Notes

2018 Notes

On October 17, 2018, the Company closed a registered direct public offering of $150.0 million aggregate principal amount of 2018 Notes for net proceeds of approximately $145.3 million. The 2018 Notes are governed by the terms of a base indenture for senior debt securities (the “2018 Base Indenture”), as supplemented by the first supplemental indenture thereto (the “2018 Notes Supplemental Indenture” and together with the 2018 Base Indenture, the “2018 Indenture”), each dated October 17, 2018, by and between the Company and Wilmington Trust, National Association (“Wilmington”), as trustee. The 2018 Notes are senior unsecured obligations of the Company and bear interest at a rate of 5.00% per annum, payable semi-annually in arrears on May 1 and November 1 of each year,

beginning on May 1, 2019. The 2018 Notes will mature on November 1, 2048, unless earlier repurchased, redeemed or converted in accordance with their terms.

The 2018 Notes are convertible into shares of the Company’s common stock, par value $0.0001 per share, together, if applicable, with cash in lieu of any fractional share, at a conversion rate of 11.6314 shares of common stock per $1,000 principal amount of the 2018 Notes, such conversion rate reflects an adjustment to account for the Reverse Stock Split. Upon conversion, converting noteholders will be entitled to receive accrued interest on their converted 2018 Notes.

The Company has the right, exercisable at its option, to cause all 2018 Notes then outstanding to be converted automatically if the “Daily VWAP” (as defined in the 2018 Indenture) per share of the Company’s common stock equals or exceeds 130% of the conversion price on each of at least 20 VWAP Trading Days (as defined in the 2018 Indenture), whether or not consecutive, during any 30 consecutive VWAP Trading Day period commencing on or after the date the Company first issued the 2018 Notes.

The conversion rate is subject to adjustment from time to time upon the occurrence of certain events, including, but not limited to, the issuance of stock dividends and payment of cash dividends, but will not be adjusted for any accrued and unpaid interest.

Prior to November 1, 2022, the Company did not have the right to redeem the 2018 Notes. After November 1, 2022, the Company may elect to redeem the 2018 Notes, in whole or in part, at a cash redemption price equal to the principal amount of the 2018 Notes to be redeemed, plus accrued and unpaid interest, if any.

Unless the Company has previously called all outstanding 2018 Notes for redemption, the 2018 Notes will be subject to repurchase by the Company at the holders’ option on each of November 1, 2023, November 1, 2028, November 1, 2033, November 1, 2038 and November 1, 2043 (or, if any such date is not a business day, on the next business day) at a cash repurchase price equal to the principal amount of the 2018 Notes to be repurchased, plus accrued and unpaid interest, if any.

If a “Fundamental Change” (as defined in the 2018 Indenture) occurs at any time, subject to certain conditions, holders may require the Company to purchase all or any portion of their 2018 Notes at a purchase price equal to 100% of the principal amount of the 2018 Notes to be purchased, plus accrued and unpaid interest.

The 2018 Indenture includes customary covenants and set forth certain events of default after which the 2018 Notes may be declared immediately due and payable and set forth certain types of bankruptcy or insolvency events of default involving the Company or certain of its subsidiaries after which the 2018 Notes become automatically due and payable.

The Company determined that the expected life of the 2018 Notes was equal to the period through November 1, 2023, as this represents the point at which the 2018 Notes are subject to repurchase by the Company at the option of the holders. Accordingly, for the 2018 Notes, the total debt discount, inclusive of the fair value of the embedded conversion feature derivative at issuance is being amortized using the effective interest method through November 1, 2023 at the effective interest rate of 15.65%.

The Company assessed all terms and features of the 2018 Notes in order to identify any potential embedded features that would require bifurcation. As part of this analysis, the Company assessed the economic characteristics and risks of the 2018 Notes, including the conversion, put and call features. The conversion feature was initially bifurcated as an embedded derivative but subsequently qualified for a scope exception to derivative accounting upon the Company’s stockholders approving an increase in the number of authorized shares of common stock in December 2018. The Company determined that all other features of the 2018 Notes were clearly and closely associated with the debt host and did not require bifurcation as a derivative liability, or the fair value of the feature was immaterial to the Company’s condensed consolidated financial statements. The Company reassesses the features on a quarterly basis to determine if they require separate accounting. There have been no changes to the Company’s original assessment through September 30, 2023.

The components of the carrying value of the 2018 Notes as of September 30, 2023 and December 31, 2022 are detailed below (in thousands):


	September 30, 2023		December 31, 2022
2018 Notes principal balance	$	300	$	300
Debt issuance costs, net of accretion		(3)		(25)
2018 Notes, net	$	297	$	275

2019 Notes

In the fourth quarter of 2019, the Company entered into privately negotiated agreements to exchange approximately $121.7 million aggregate principal amount of the 2018 Notes for (i) approximately $66.9 million aggregate principal amount of 5.00% Convertible Senior Second Lien Notes due 2048 (the “2019 Notes”), (ii) an aggregate of approximately $12.1 million in 2018 Notes principal repayment and (iii) accrued interest on the 2018 Notes through the exchange date. As of March 31, 2020, all 2019 Notes had converted into shares of common stock and are no longer outstanding.

2020 Notes

On November 6, 2020, the Company entered into a privately negotiated agreement with an investor who was a holder of the Company’s 2018 Notes to exchange approximately $28.0 million aggregate principal amount of 2018 Notes for approximately $28.0 million aggregate principal amount of newly issued 5.00% Convertible Senior Notes due 2048 (the “2020 Notes”). The issuance of the 2020 Notes closed on November 13, 2020. In the third quarter of 2021, all 2020 Notes have converted into shares of common stock and are no longer outstanding.

Net loss per share - Potentially dilutive securities were excluded from the calculation of diluted net loss per share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Net loss per share
Potentially dilutive securities were excluded from the calculation of diluted net loss per share (in shares)	7,425,932	1,354,637	7,425,932	1,354,637
Employee Stock Option [Member]
Net loss per share
Potentially dilutive securities were excluded from the calculation of diluted net loss per share (in shares)	2,120,555	1,137,738	2,120,555	1,137,738
Restricted stock units
Net loss per share
Potentially dilutive securities were excluded from the calculation of diluted net loss per share (in shares)	225,675	206,951	225,675	206,951
2018 Notes.
Net loss per share
Potentially dilutive securities were excluded from the calculation of diluted net loss per share (in shares)	3,489	3,489	3,489	3,489
Employee Stock Purchase Plan
Net loss per share
Potentially dilutive securities were excluded from the calculation of diluted net loss per share (in shares)	6,310	6,459	6,310	6,459
Series A Preferred Stock
Net loss per share
Potentially dilutive securities were excluded from the calculation of diluted net loss per share (in shares)	833,333		833,333
Series B Preferred Stock
Net loss per share
Potentially dilutive securities were excluded from the calculation of diluted net loss per share (in shares)	4,236,570		4,236,570

Stock-based compensation

9 Months Ended

Sep. 30, 2023

Stock-based compensation

Stock-based compensation

12. Stock-based compensation

Stock options

A summary of the Company’s stock option activity and related information for the nine months ended September 30, 2023 is as follows:


	Shares	Weighted-average exercise price per share		Weighted-average remaining contractual term (years)	Aggregate intrinsic value (in thousands)
Outstanding at December 31, 2022	1,168,105	$	33.63	7.1	$	18
Granted	1,013,666		8.03
Forfeited/cancelled	(48,801)		42.87
Expired	(12,415)		116.92
Outstanding at September 30, 2023	2,120,555	$	20.69	7.9	$	470
Vested at September 30, 2023	826,878	$	34.30	5.9	$	86


	Nine months ended September 30,
	2023		2022
Risk-free interest rate	3.63	%	2.82	%
Volatility	91	%	87	%
Dividend yield	—		—
Expected term (years)	6.1		5.6

Restricted stock units

A summary of the Company’s restricted stock unit activity and related information for the nine months ended September 30, 2023 is as follows:


	Shares	Weighted-average grant date fair value per share
Outstanding at December 31, 2022	172,909	$	25.82
Granted	108,058	$	10.15
Vested	(49,815)	$	25.87
Forfeited/cancelled	(5,477)	$	17.96
Outstanding at September 30, 2023	225,675	$	18.49

Employee stock purchase plan

At the Special Meeting of Stockholders, held on December 18, 2018, the stockholders approved the 2018 Employee Stock Purchase Plan (“2018 ESPP”). On June 21, 2019, the board of directors of the Company amended and restated the 2018 ESPP, to account for certain non-material changes to the plan’s administration and, effective May 30, 2023, in connection with the Reverse Stock Split, the board of directors amended and restated the 2018 ESPP to account for the adjustments to the share reserves (the “Amended and Restated 2018 ESPP”). The Amended and Restated 2018 ESPP provides eligible employees with the opportunity, through regular payroll deductions, to purchase shares of the Company’s common stock at 85% of the lesser of the fair market value of the common stock on (a) the date the option is granted, which is the first day of the purchase period, and (b) the exercise date, which is the last business day of the purchase period. The Amended and Restated 2018 ESPP generally allows for two six-month purchase periods per year beginning in January and July, or such other periods as determined by the compensation committee of the Company’s board of directors. The fair value of shares expected to be purchased under the Amended and Restated 2018 ESPP was calculated using the following weighted-average assumptions:


	Nine months ended September 30,
	2023		2022
Risk-free interest rate	5.16	%	1.56	%
Volatility	126	%	77	%
Dividend yield	—		—
Expected term (years)	0.5		0.5

For the nine months ended September 30, 2023, and 2022, the Company recognized less than $0.1 million in each period of stock-based compensation expense under the Amended and Restated 2018 ESPP. During the nine months ended September 30, 2023, the Company issued 14,270 shares of common stock (as adjusted to account for the Reverse Stock Split) for proceeds of $0.1 million under the Amended and Restated 2018 ESPP.

Convertible Senior Notes (Tables)

9 Months Ended

Sep. 30, 2023

Convertible Senior Notes

Schedule of 2018 Notes

The components of the carrying value of the 2018 Notes as of September 30, 2023 and December 31, 2022 are detailed below (in thousands):


	September 30, 2023		December 31, 2022
2018 Notes principal balance	$	300	$	300
Debt issuance costs, net of accretion		(3)		(25)
2018 Notes, net	$	297	$	275

Summary of significant accounting policies (Policies)	9 Months Ended
Summary of significant accounting policies (Policies)	Sep. 30, 2023
Summary of significant accounting policies
Basis of presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 10-01 under the assumption that the Company will continue as a going concern for the next twelve months. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements, or any adjustments that might result from the uncertainty related to the Company’s ability to continue as a going concern. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2023. For further information, refer to the financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (“SEC”) on March 14, 2023.
Proceeds from Grants	Proceeds from Grants In May 2022, the Company was awarded the “Therapeutic Accelerator Award” grant from Pancreatic Cancer Network (“PanCAN”) for up to $3.8 million (the “PanCAN Grant”). In August 2022, PanCAN agreed to provide the Company with an additional $0.5 million for the collection and analysis of patient samples. The grant is expected to support a Phase 1b/2 clinical trial of GEMZAR (gemcitabine) and ABRAXANE (Nab-paclitaxel) in combination with avutometinib and defactinib entitled RAMP 205. The RAMP 205 trial will evaluate whether combining avutometinib (to target mutant Kirsten rat sarcoma viral oncogene homolog (“KRAS”), which is found in more than 90% of pancreatic adenocarcinomas) and defactinib (to reduce stromal density and adaptive resistance to avutometinib) to the standard GEMZAR/ABRAXANE regimen improves outcomes for patients with such pancreatic cancers. Through September 30, 2023, the Company has received $2.7 million of cash proceeds which was initially recorded as deferred liabilities on the balance sheet. The Company recognizes grants as contra research and development expense in the consolidated statement of operations and comprehensive loss on a systematic basis over the periods in which the entity recognizes as expenses the related costs for which the grants are intended to compensate. The Company recorded $0.5 million and $1.3 million of the proceeds as a reduction of research and development expense during the three and nine months ended September 30, 2023, respectively. The Company recorded less than $0.1 million of the proceeds as a reduction of research and development expense during the three and nine months ended September 30, 2022. As of September 30, 2023 and December 31, 2022, the Company recorded $1.0 million and $0.7 million, respectively, as deferred liabilities related to the PanCAN Grant in the consolidated balance sheets.
Concentrations of credit risk and off-balance sheet risk	Concentrations of credit risk and off-balance sheet risk Cash, cash equivalents, investments and trade accounts receivable are financial instruments that potentially subject the Company to concentrations of credit risk. The Company mitigates this risk by maintaining its cash and cash equivalents and investments with high quality, accredited financial institutions. The management of the Company’s investments is not discretionary on the part of these financial institutions. As of September 30, 2023, the Company’s cash, cash equivalents and investments were deposited at four financial institutions and it has no significant off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements. For the three and nine months ended September 30, 2023, the Company did not record any revenue.
Recently Issued Accounting Standards Updates	Recently Adopted Accounting Standards Updates In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 will replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Effective January 1, 2023, the Company adopted the provisions of ASU 2016-13. The adoption did not have a material impact on the Company's condensed consolidated financial statements or related financial statement disclosures. In August 2020, the FASB issued No. ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) (“ASU 2020-06”). ASU 2020-06 simplifies the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exception for contracts in an entity’s own equity. The ASU also simplifies the diluted earnings per share calculation in certain areas. The Company elected to adopt this standard on January 1, 2023 under the modified retrospective transition method. The adoption did not have a material impact on the Company's condensed consolidated financial statements or related financial statement disclosures. In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations (“ASU 2022-04”). ASU 2022-04 requires the buyer in a supplier finance program to disclose information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a rollforward of such amounts during each annual period, and a description of where in the financial statements outstanding amounts are presented. This guidance is effective for fiscal years beginning after December 15, 2022. We adopted this guidance as of January 1, 2023, on a prospective basis. The adoption of the standard only resulted in new disclosures for amounts presented within Notes Payable and did not affect the Company’s recognition, measurement, or financial statement presentation of supplier finance program obligations on the condensed consolidated financial statements. For additional information on the new disclosures, see Note 9. Notes Payable.
Significant Accounting Policies	Significant Accounting Policies The significant accounting policies are described in Note 2. Significant accounting policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, except as outlined within “Recently Adopted Accounting Standards Updates” section immediately below.

Cash, cash equivalents and restricted cash (Tables)

9 Months Ended

Sep. 30, 2023

Cash, cash equivalents and restricted cash

Schedule of reconciliation of cash, cash equivalents and restricted cash


	September 30, 2023		December 31, 2022
Cash and cash equivalents	$	94,986	$	74,933
Restricted cash		1,781		856
Total cash, cash equivalents and restricted cash	$	96,767	$	75,789

Leases

9 Months Ended

Sep. 30, 2023

Leases

Leases

8. Leases

On April 15, 2014, the Company entered into a lease agreement for approximately 15,197 square feet of office and laboratory space in Needham, Massachusetts. Effective February 15, 2018, the Company amended its lease agreement to relocate within the facility to another location consisting of 27,810 square feet of office space (the “Amended Lease Agreement”). The Amended Lease Agreement extended the expiration date of the lease from September 2019 through June 2025. Pursuant to the Amended Lease Agreement, the initial annual base rent amount is approximately $0.7 million, which increases during the lease term to $1.1 million for the last twelve-month period.

The Company accounted for its Needham, Massachusetts office space as an operating lease. The Company’s lease contains an option to renew and extend the lease terms and an option to terminate the lease prior to the expiration date. The Company has not included the lease extension or the termination options within the right-of-use asset and lease liability on the condensed consolidated balance sheets as neither option is reasonably certain to be exercised. The Company’s lease includes variable non-lease components (e.g., common area maintenance, maintenance, consumables, etc.) that are not included in the right-of-use asset and lease liability and are reflected as an expense in the period incurred. The Company does not have any other operating or finance leases.

As of September 30, 2023, a right-of-use asset of $1.3 million and lease liability of $1.7 million are reflected on the condensed consolidated balance sheets. The elements of lease expense were as follows (dollar amounts in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Lease Expense
Operating lease expense	$	221	$	221	$	664	$	664
Total Lease Expense	$	221	$	221	$	664	$	664
Other Information - Operating Leases
Operating cash flows paid for amounts included in measurement of lease liabilities	$	268	$	262	$	793	$	777


		September 30, 2023
Other Balance Sheet Information - Operating Leases
Weighted average remaining lease term (in years)		1.8
Weighted average discount rate		14.6%
Maturity Analysis
2023		268
2024		1,081
2025		546
Total	$	1,895
Less: Present value discount		(213)
Lease Liability	$	1,682

Nature of business

9 Months Ended

Sep. 30, 2023

Nature of business

Nature of business

1. Nature of business

Verastem, Inc. (the “Company”) is a late-stage development biopharmaceutical company, with an ongoing registration directed trial, committed to advancing new medicines for patients battling cancer. The Company’s pipeline is focused on novel anticancer agents that inhibit critical signaling pathways in cancer that promote cancer cell survival and tumor growth, particularly RAF/ MEK inhibition and FAK inhibition.

The Company’s most advanced product candidates, avutometinib and defactinib, are being investigated in both preclinical and clinical studies for the treatment of various solid tumors, including, but not limited to low-grade serous ovarian cancer (“LGSOC”), non-small cell lung cancer (“NSCLC”), colorectal cancer (“CRC”), pancreatic cancer, and melanoma. The Company believes that avutometinib may be beneficial as a therapeutic as a single agent or when used together in combination with defactinib, other agents, other pathway inhibitors or other current and emerging standard of care treatments in cancers that do not adequately respond to currently available therapies.

On September 24, 2018, the Company’s first commercial product, COPIKTRA® (duvelisib), was approved by the U.S. Food and Drug Administration (the “FDA”) for the treatment of adult patients with certain hematologic cancers including relapsed or refractory chronic lymphocytic leukemia/ small lymphocytic lymphoma after at least two prior therapies and relapsed or refractory follicular lymphoma after at least two prior systemic therapies. On August 10, 2020, the Company and Secura Bio, Inc. (“Secura”) entered into an asset purchase agreement (“Secura APA”). Pursuant to the Secura APA, the Company sold to Secura its exclusive worldwide license, including certain related assets for the research, development, commercialization, and manufacture in oncology indications of products containing COPIKTRA (duvelisib). The transaction closed on September 30, 2020. Refer to Note 14. License, collaboration, and commercial agreements for a detailed discussion of the Secura APA.

The condensed consolidated financial statements include the accounts of Verastem Securities Company and Verastem Europe GmbH, wholly-owned subsidiaries of the Company. All financial information presented has been consolidated and includes the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The Company is subject to the risks associated with other life science companies, including, but not limited to, possible failure of preclinical testing or clinical trials, competitors developing new technological innovations, inability to obtain marketing approval of the Company’s product candidates, avutometinib and defactinib, market acceptance and commercial success of the Company’s product candidates, avutometinib and defactinib, following receipt of regulatory approval, and, protection of proprietary technology and the continued ability to obtain adequate financing to fund the Company’s future operations. If the Company does not obtain marketing approval and successfully commercialize its product candidates, avutometinib and defactinib, following regulatory approval, it will be unable to generate product revenue or achieve profitability and may need to raise additional capital.

The Company has historical losses from operations and anticipates that it may continue to incur operating losses as it continues the research and development of its product candidates. As of September 30, 2023, the Company had cash, cash equivalents, and investments of $165.7 million, and an accumulated deficit of $797.5 million. The Company expects its existing cash resources will be sufficient to fund its planned operations through at least 12 months from the date of issuance of these condensed consolidated financial statements.

The Company expects to finance the future development costs of its clinical product portfolio with its existing cash, cash equivalents, and investments, through potential future milestones and royalties received pursuant to the Secura APA, through the loan and security agreement with Oxford Finance LLC (“Oxford”), or through other strategic financing opportunities that could include, but are not limited to collaboration agreements, future offerings of its equity, or the incurrence of debt. However, there is no guarantee that any of these strategic or financing opportunities will be executed or executed on favorable terms, and some could be dilutive to existing stockholders. If the Company fails to

obtain additional future capital, it may be unable to complete its planned preclinical studies and clinical trials and obtain approval of certain investigational product candidates from the FDA or foreign regulatory authorities.

Reverse Stock Split

On May 30, 2023, the Company filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation, as amended to date, with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s issued and outstanding common stock, par value $0.0001 at a ratio of 1-for-12 (the “Reverse Stock Split”), as authorized at the Company’s 2023 annual meeting of stockholders held on May 15, 2023. The Company effected the Reverse Stock Split on May 31, 2023. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise were entitled to a fractional share of common stock were entitled to receive a price equal to the closing price of the common stock on the Nasdaq Capital Market on the date immediately preceding the Reverse Stock Split, as adjusted by the ratio of one share of common stock for every 12 shares of common stock, multiplied by the applicable fraction of a share. The number of shares of common stock that the Company is authorized to issue remains at 300,000,000 shares and the par value of its common stock remains unchanged at $0.0001 per share.

The Company has retroactively restated the share and per share amounts in the unaudited condensed consolidated financial statements as of December 31, 2022 and the nine months ended September 30, 2023 and 2022, and three months ended September 30, 2022, to give retroactive effect to the Reverse Stock Split. Proportionate adjustments were made to the per share exercise price and number of shares of common stock issuable under all outstanding stock options, convertible notes and preferred stock. In addition, proportionate adjustments have been made to the number of shares of common stock issuable upon vesting of the restricted stock units and the number of shares of common stock reserved for the Company’s equity incentive compensation plans. The condensed consolidated statements of convertible preferred stock and stockholders’ equity and balance sheets reflect the impact of the Reverse Stock Split by reclassifying from “common stock” to “additional paid-in capital” in an amount equal to the par value of the decreased shares resulting from the Reverse Stock Split.

Leases - Balance sheet and other information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Leases
Right-of use asset	$ 1,336		$ 1,336		$ 1,789
Lease liability	1,682		1,682
Lease Expense
Operating lease expense	221	$ 221	664	$ 664
Total Lease Expense	221	221	664	664
Other Information - Operating Leases
Operating cash flows paid for amounts included in measurement of lease liabilities	$ 268	$ 262	$ 793	$ 777
Weighted average remaining lease term (in years)	1 year 9 months 18 days		1 year 9 months 18 days
Weighted average discount rate	14.60%		14.60%
Maturity Analysis
2023	$ 268		$ 268
2024	1,081		1,081
2025	546		546
Total	1,895		1,895
Less: Present value discount	(213)		(213)
Lease Liability	$ 1,682		$ 1,682

Fair value of financial instruments - Preferred stock right liability (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
Financial assets
Fair value recognized upon entering into Securities Purchase Agreement		$ 6,940
Fair value adjustment	$ 200	(320)
March 31, 2023	7,260	7,260
Level 3
Financial assets
Fair value recognized upon entering into Securities Purchase Agreement		6,940
Fair value adjustment		320
March 31, 2023	$ 7,260	$ 7,260

Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Cash and cash equivalents	$ 94,986	$ 74,933
Restricted cash	241	241
Restricted cash	1,781	856
Total cash, cash equivalents and restricted cash	96,767	75,789	$ 79,380	$ 21,493
Prepaid Expenses and Other Current Assets
Property, Plant and Equipment [Line Items]
Restricted cash	1,500	$ 600
Letter of credit \| Office and Laboratory Space in Needham, Massachusetts. \| Restricted Cash and Cash Equivalents [Member]
Property, Plant and Equipment [Line Items]
Restricted cash	$ 200

Debt - Schedule of interest expenses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Long-term debt
Contractual Interest	$ 950	$ 587	$ 2,529	$ 1,143
Amortization of debt discount and issuance costs	60	57	175	121
Amortization of Final Payment Fee	119	73	315	149
Interest Expense, Total	$ 1,129	$ 717	$ 3,019	$ 1,413

- Definition

Amount of the cost of borrowed funds accounted for as interest expense.

+ References + Details

Long-term debt - Future principal payments (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Future principal payments
2025	$ 15,000
2026	20,000
2027	5,000
Total principal payments	$ 40,000

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 94,986	$ 74,933
Short-term investments	70,677	12,961
Accounts receivable, net		31
Prepaid expenses and other current assets	8,822	4,945
Total current assets	174,485	92,870
Property and equipment, net	35	92
Right-of-use asset, net	1,336	1,789
Restricted cash	241	241
Other assets	56	58
Total assets	176,153	95,050
Current liabilities:
Accounts payable	5,118	4,901
Accrued expenses	16,314	14,983
Note Payable	146
Deferred liabilities	1,035	710
Lease liability, short-term	902	794
Convertible senior notes	297	275
Total current liabilities	23,812	21,663
Non-current liabilities:
Long-term debt	39,911	24,526
Lease liability, long-term	780	1,470
Other long-term liabilities	51
Preferred stock tranche liability	7,260
Total liabilities	71,814	47,659
Stockholders' equity:
Common stock, $0.0001 par value; 300,000 shares authorized, 25,265 and 16,712 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	3	2
Additional paid-in capital	880,650	784,912
Accumulated other comprehensive income	49
Accumulated deficit	(797,522)	(737,523)
Total stockholders' equity	83,180	47,391
Total liabilities, convertible preferred stock and stockholders' equity	176,153	$ 95,050
Series B Preferred Stock [Member]
Convertible Preferred Stock:
Convertible preferred stock	$ 21,159

Fair value of financial instruments (Details) $ in Thousands	Nov. 30, 2023	Sep. 30, 2023 USD ($)	Jan. 24, 2023	Dec. 31, 2022 USD ($)	Oct. 17, 2018
Financial liabilities
Long-term debt		$ 39,911		$ 24,526
Debt, carrying value		$ 40,000		25,000
2018 Notes principle balance
Financial liabilities
Interest rate (as a percent)	15.65%	5.00%			5.00%
Debt, carrying value		$ 300		300
Level 3 \| 2018 Notes principle balance
Financial liabilities
Fair value of long-term debt				24,900
Debt, fair value		300
Long-term debt		39,900		$ 24,500
Level 3 \| Term loan
Financial liabilities
Fair value of long-term debt		$ 39,400
Risk-free interest rate \| Maximum
Financial liabilities
Debt Instrument, Measurement Input		0.0494	0.0484
Risk-free interest rate \| Minimum
Financial liabilities
Debt Instrument, Measurement Input		0.0445	0.0441
Volatility
Financial liabilities
Debt Instrument, Measurement Input		0.95	0.9
Remaining term
Financial liabilities
Remaining term (years)		1 year 4 months	1 year 6 months

License, collaboration and commercial agreements

9 Months Ended

Sep. 30, 2023

License, collaboration and commercial agreements

License, collaboration and commercial agreements

14. License, collaboration and commercial agreements

GenFleet Therapeutics (Shanghai), Inc.

On August 24, 2023, the Company entered into a collaboration and option agreement (“GenFleet Agreement”) with GenFleet Therapeutics (Shanghai), Inc. (“GenFleet”), pursuant to which GenFleet granted the Company the option to obtain exclusive development and commercialization rights worldwide outside of mainland China, Hong Kong, Macau, and Taiwan (the “Territory”) for up to three oncology programs targeting ras sarcoma (“RAS”) pathway driven cancers (the “GenFleet Options”). The Company may exercise its GenFleet Options on a program-by-program basis.

The Company made an upfront payment of $2.0 million to GenFleet in September 2023 and will provide $1.5 million of research support (“GenFleet R&D Support Fee”) over the first three years of the GenFleet Agreement. In addition, pursuant to the GenFleet Agreement, upon achievement of certain development and commercial milestones, and upon the Company exercising its GenFleet Options, GenFleet will be entitled to receive payments of up to $622.0 million. The Company has also agreed to pay GenFleet royalties on net sales of licensed products in the Territory ranging from the mid to high single digits.

The Company may terminate the GenFleet Agreement in its entirety or on a program-by-program basis by providing 90 days written notice to GenFleet. Either party may terminate the GenFleet Agreement in its entirety or on a program-by-program and country-by-country basis, with 60 days’ written notice for the other party’s material breach if such party fails to cure the breach. Either party may also terminate the GenFleet Agreement in its entirety upon certain insolvency events involving the other party.

During the three months ended September 30, 2023, the Company expensed $2.0 million related to the upfront payment and $0.1 million related to the GenFleet R&D Support Fee within research and development expense in the consolidated statements of operations and comprehensive loss. The future milestone payments are contingent in nature and will be recognized if and when the respective contingencies are resolved. If the Company elects to exercise its GenFleet Options, the related payment will be recognized if and when each respective GenFleet Option is elected.

Secura

On August 10, 2020, the Company and Secura signed the Secura APA and on September 30, 2020, the transaction closed.

Pursuant to the Secura APA, the Company sold to Secura its exclusive worldwide license, including related assets, for the research, development, commercialization, and manufacture in oncology indications of products containing duvelisib. The sale included certain intellectual property related to duvelisib in oncology indications, certain existing duvelisib inventory, claims and rights under certain contracts pertaining to duvelisib. Pursuant to the Secura APA, Secura assumed all operational and financial responsibility for activities that were part of the Company’s duvelisib oncology program, including all commercialization efforts related to duvelisib in the United States and Europe, as well as the Company’s ongoing duvelisib clinical trials. Further, Secura assumed all obligations with existing collaboration partners developing and commercializing duvelisib, which include Yakult Honsha Co., Ltd. (“Yakult”), CSPC Pharmaceutical Group Limited (“CSPC”), and Sanofi. Additionally, Secura assumed all royalty payment obligations due under the amended and restated license agreement with Infinity Pharmaceuticals, Inc.

Pursuant to the terms of the Secura APA, Secura paid the Company an up-front payment of $70.0 million in September 2020 and has agreed to pay the Company (i) regulatory milestone payments up to $45.0 million, consisting of a payment of $35.0 million upon receipt of regulatory approval of COPIKTRA in the United States for the treatment of PTCL and a payment of $10.0 million upon receipt of the first regulatory approval for the commercial sale of COPIKTRA in the European Union for the treatment of PTCL, (ii) sales milestone payments of up to $50.0 million, consisting of $10.0 million when total worldwide net sales of COPIKTRA exceed $100.0 million, $15.0 million when total worldwide net sales of COPIKTRA exceed $200.0 million and $25.0 million when total worldwide net sales of COPIKTRA exceed $300.0 million, (iii) low double-digit royalties on the annual aggregate net sales above $100.0 million in the United States, European Union, and the United Kingdom of Great Britain and Northern Ireland and

(iv) 50% of all royalty, milestone and sublicense revenue payments payable to Secura under the Company’s existing license agreements with Sanofi, Yakult, and CSPC, and 50% of all royalty and milestone payments payable to Secura under any license or sublicense agreement entered into by Secura in certain jurisdictions.

The Company evaluated the Secura APA in accordance with ASC 606 as the Company concluded that the counterparty, Secura, is a customer. The Company identified the following bundled performance obligation under the Secura APA:

●

a bundled performance obligation consisting of delivery of the duvelisib global license and intellectual property, certain existing duvelisib inventory, certain duvelisib contracts and clinical trials, certain regulatory approvals, and certain regulatory documentation and books and records (the “Bundled Secura Performance Obligation”).

The Company concluded that the duvelisib global license and intellectual property were not distinct within the context of the contract (i.e. separately identifiable) because the other assets including certain existing duvelisib inventory, certain duvelisib contracts and clinical trials, certain regulatory approval, and certain regulatory documentation and books and records do not have stand-alone value from other duvelisib global license and intellectual property and Secura could not benefit from them without the duvelisib global license and intellectual property. Consistent with the guidance under ASC 606-10-25-16A, the Company disregarded immaterial promised goods and services when determining performance obligations.

The Company has determined that the upfront payment of $70.0 million, future potential milestone payments and royalties including from Secura’s sublicensees should be allocated to the delivery of the Bundled Secura Performance Obligation.

The Company determined $0.1 million of future potential royalties the Company expects to receive pursuant to the Secura APA were not constrained as of September 30, 2023. When estimating the amount of royalties to be received that were not constrained, the Company used the expected value method as there are a range of possible outcomes. When estimating royalties to be received, the Company used a combination of internal projections and forecasts and data from external sources. The Company determined that all other future potential royalties were constrained under the guidance as of September 30, 2023. As part of the Company’s evaluation of the constraint on future royalties, the Company considered a number of factors in determining whether there is significant uncertainty associated with future events that would result in royalty payments. Those factors include: the likelihood and magnitude of revenue reversals related to future royalties, the amount of variable consideration is highly susceptible to factors outside of the Company’s influence, the amount of time to resolve the uncertainty, and lack of significant history of selling COPIKTRA outside of the United States.

As the consideration for future royalties is conditional, the Company recorded a corresponding contract asset for the expected royalties. Portions of the contract asset are reclassified to accounts receivable when the right to consideration becomes unconditional. As of September 30, 2023 and December 31, 2022, the contract asset has been recorded within prepaid and other current assets on the condensed consolidated balance sheets.

The following table presents changes in the Company’s contract asset for the nine months ended September 30, 2023 (in thousands):


Contract Asset:	December 31, 2022		Additions		Reclassification to receivable		September 30, 2023
Contract asset - Secura	$	96	$	—	$	(54)	$	42
Total	$	96	$	—	$	(54)	$	42

During three and nine months ended September 30, 2023, the Company determined all future potential milestones were excluded from the transaction price, as all other milestone amounts were fully constrained under the guidance as of September 30, 2023. As part of the Company’s evaluation of the constraint, the Company considered a number of factors in determining whether there is significant uncertainty associated with the future events that would result in the milestone payments. Those factors included: the likelihood and magnitude of revenue reversals related to future milestones, the amount of variable consideration that is highly susceptible to factors outside of the Company’s influence and the uncertainty about the consideration is not expected to be resolved for an extended period of time. All future potential milestone payments were fully constrained as the risk of significant revenue reversal related to these amounts has not yet been resolved.

During the three and nine months ended September 30, 2022, the Company recognized $0.0 million and $2.6 million, respectively, of sale of COPIKTRA license and related assets revenue within the statements of operations and comprehensive loss. The sale of COPIKTRA license and related assets revenue for the nine months ended September 30, 2022 primarily related to one regulatory milestone for $2.5 million achieved by Secura’s sublicensee, CSPC, and $0.1 million related to royalties on COPIKTRA sales in the three months ended September 30, 2022, and future royalties expected to be received pursuant to the Secura APA that were not constrained.

License, collaboration and commercial agreements - Secura (Details) $ in Thousands	1 Months Ended	3 Months Ended	6 Months Ended	9 Months Ended
	Sep. 30, 2020 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2022 USD ($) Milestone	Sep. 30, 2023 USD ($)
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Revenue recognized				$ 2,596
License and Collaboration Agreement
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Revenue recognized		$ 0	$ 2,600
License and Collaboration Agreement \| Sale of COPIKTRA license and related assets
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Proceeds related to royalties			100
License and Collaboration Agreement \| Secura
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Upfront payment	$ 70,000
Milestone payments receivable upon approval of COPIKTRA	35,000
Milestone payments receivable upon approval for commercial sale	10,000
Threshold sales to trigger royalty payments	$ 100,000
Percentage of all royalty, milestone and sublicense revenue payments payable	50.00%
Percentage of all royalty and milestone payments payable under certain jurisdictions	50.00%
Future potential royalties expected to be received					$ 100
Revenue recognized			$ 2,500
Number of regulatory milestone achieved \| Milestone				1
License and Collaboration Agreement \| Secura \| Sales Exceeds $100 Million
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Sales milestone receivable	$ 10,000
Threshold sales to trigger milestone payments	100,000
License and Collaboration Agreement \| Secura \| Sales Exceeds $200 Million
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Sales milestone receivable	15,000
Threshold sales to trigger milestone payments	200,000
License and Collaboration Agreement \| Secura \| Sales Exceeds $300 Million
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Sales milestone receivable	25,000
Threshold sales to trigger milestone payments	300,000
License and Collaboration Agreement \| Secura \| Maximum
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Regulatory milestone payments	45,000
Sales milestone receivable	$ 50,000

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Preferred stock Series A Preferred Stock	Preferred stock Series B Preferred Stock	Common stock	Additional paid-in capital	Accumulated other comprehensive income/ (loss)	Accumulated deficit	Series A Preferred Stock	Series B Preferred Stock	Total
Balance at Dec. 31, 2021			$ 2	$ 751,234	$ 34	$ (663,711)			$ 87,559
Balance (in shares) at Dec. 31, 2021			15,440,830
Increase (Decrease) in Stockholders' Equity
Net Income (Loss)						(16,962)			(16,962)
Unrealized gain (loss) on available-for-sale marketable securities					(147)				(147)
Issuance of common stock resulting from at-the-market transactions, net				575					575
Issuance of common stock resulting from at-the-market transactions, net (in shares)			23,824
Issuance of common stock resulting from vesting of restricted stock units (in shares)			58,043
Stock-based compensation expense				1,646					1,646
Issuance of common stock under Employee Stock Purchase Plan				100					100
Issuance of common stock under Employee Stock Purchase Plan (in shares)			4,803
Balance at Mar. 31, 2022			$ 2	753,555	(113)	(680,673)			72,771
Balance (in shares) at Mar. 31, 2022			15,527,500
Balance at Dec. 31, 2021			$ 2	751,234	34	(663,711)			87,559
Balance (in shares) at Dec. 31, 2021			15,440,830
Increase (Decrease) in Stockholders' Equity
Net Income (Loss)									(57,004)
Unrealized gain (loss) on available-for-sale marketable securities									(73)
Balance at Sep. 30, 2022			$ 2	783,625	(39)	(720,715)			62,873
Balance (in shares) at Sep. 30, 2022			17,507,017
Balance at Mar. 31, 2022			$ 2	753,555	(113)	(680,673)			72,771
Balance (in shares) at Mar. 31, 2022			15,527,500
Increase (Decrease) in Stockholders' Equity
Net Income (Loss)						(21,952)			(21,952)
Unrealized gain (loss) on available-for-sale marketable securities					(17)				(17)
Issuance of common stock resulting from at-the-market transactions, net				1,240					1,240
Issuance of common stock resulting from at-the-market transactions, net (in shares)			83,870
Issuance of common stock resulting from exercise of stock options				92					92
Issuance of common stock resulting from exercise of stock options (in shares)			6,378
Issuance of common stock resulting from vesting of restricted stock units (in shares)			16,734
Stock-based compensation expense				1,758					1,758
Balance at Jun. 30, 2022			$ 2	756,645	(130)	(702,625)			53,892
Balance (in shares) at Jun. 30, 2022			15,634,482
Increase (Decrease) in Stockholders' Equity
Net Income (Loss)						(18,090)			(18,090)
Unrealized gain (loss) on available-for-sale marketable securities					91				91
Issuance of common stock resulting from at-the-market transactions, net				25,534					25,534
Issuance of common stock resulting from at-the-market transactions, net (in shares)			1,856,754
Issuance of common stock resulting from exercise of stock options				26					26
Issuance of common stock resulting from exercise of stock options (in shares)			1,803
Issuance of common stock resulting from vesting of restricted stock units (in shares)			8,587
Stock-based compensation expense				1,356					1,356
Issuance of common stock under Employee Stock Purchase Plan				64					64
Issuance of common stock under Employee Stock Purchase Plan (in shares)			5,391
Balance at Sep. 30, 2022			$ 2	783,625	(39)	(720,715)			62,873
Balance (in shares) at Sep. 30, 2022			17,507,017
Balance at Dec. 31, 2022			$ 2	784,912		(737,523)			$ 47,391
Balance (in shares) at Dec. 31, 2022			16,711,761						16,712,000
Balance (in shares, preferred) at Dec. 31, 2022	1,000,000							0
Increase (Decrease) in Stockholders' Equity
Net Income (Loss)						(15,714)			$ (15,714)
Unrealized gain (loss) on available-for-sale marketable securities					6				6
Issuance of common stock resulting from vesting of restricted stock units (in shares)			17,658
Stock-based compensation expense				1,313					1,313
Issuance of common stock under Employee Stock Purchase Plan				29					29
Issuance of common stock under Employee Stock Purchase Plan (in shares)			6,874
Issuance of Series B Convertible Preferred Stock, net of issuance costs of $1,901 and preferred stock tranche liability of $6,940		$ 21,159
Issuance of Series B Convertible Preferred Stock, net of issuance costs of $1,901 and preferred stock tranche liability of $6,940, in shares		1,200,000
Balance at Mar. 31, 2023		$ 21,159	$ 2	786,254	6	(753,237)			33,025
Balance (in shares) at Mar. 31, 2023			16,736,293
Balance (in shares, preferred) at Mar. 31, 2023	1,000,000	1,200,000
Balance at Dec. 31, 2022			$ 2	784,912		(737,523)			$ 47,391
Balance (in shares) at Dec. 31, 2022			16,711,761						16,712,000
Balance (in shares, preferred) at Dec. 31, 2022	1,000,000							0
Increase (Decrease) in Stockholders' Equity
Net Income (Loss)									$ (59,999)
Unrealized gain (loss) on available-for-sale marketable securities									49
Balance at Sep. 30, 2023		$ 21,159	$ 3	880,650	49	(797,522)			$ 83,180
Balance (in shares) at Sep. 30, 2023			25,264,763						25,265,000
Balance (in shares, preferred) at Sep. 30, 2023	1,000,000	1,200,000					1,000,000	1,200,000
Balance at Mar. 31, 2023		$ 21,159	$ 2	786,254	6	(753,237)			$ 33,025
Balance (in shares) at Mar. 31, 2023			16,736,293
Balance (in shares, preferred) at Mar. 31, 2023	1,000,000	1,200,000
Increase (Decrease) in Stockholders' Equity
Net Income (Loss)						(24,281)			(24,281)
Unrealized gain (loss) on available-for-sale marketable securities					(5)				(5)
Issuance of common stock resulting from vesting of restricted stock units (in shares)			16,176
Stock-based compensation expense				1,432					1,432
Issuance of common stock, and pre-funded warrants, net of issuance cost of $6,351			$ 1	91,419					91,420
Issuance of common stock, and pre-funded warrants, net of issuance cost of $6,351 (in shares)			8,489,409
Balance at Jun. 30, 2023		$ 21,159	$ 3	879,105	1	(777,518)			101,591
Balance (in shares) at Jun. 30, 2023			25,241,878
Balance (in shares, preferred) at Jun. 30, 2023	1,000,000	1,200,000
Increase (Decrease) in Stockholders' Equity
Net Income (Loss)						(20,004)			(20,004)
Unrealized gain (loss) on available-for-sale marketable securities					48				48
Issuance of common stock resulting from vesting of restricted stock units (in shares)			15,489
Stock-based compensation expense				1,517					1,517
Issuance of common stock under Employee Stock Purchase Plan				28					28
Issuance of common stock under Employee Stock Purchase Plan (in shares)			7,396
Balance at Sep. 30, 2023		$ 21,159	$ 3	$ 880,650	$ 49	$ (797,522)			$ 83,180
Balance (in shares) at Sep. 30, 2023			25,264,763						25,265,000
Balance (in shares, preferred) at Sep. 30, 2023	1,000,000	1,200,000					1,000,000	1,200,000

Net loss per share

9 Months Ended

Sep. 30, 2023

Net loss per share

Net loss per share

13. Net loss per share

Basic loss per common share is calculated by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the period. For purposes of calculating net loss per share, weighted-average number of common shares outstanding includes the weighted average effect of the Pre-Funded Warrants issued in June 2023, the exercise of which requires little or no consideration for the delivery of shares of common stock. Diluted net loss per common share is calculated by increasing the denominator by the weighted-average number of additional shares that could have been outstanding from securities convertible into common stock, such as stock options, restricted stock units, and employee stock purchase plan shares (using the “treasury stock” method), and the 2018 Notes, Series A Convertible Preferred Stock, and Series B Convertible Preferred Stock (using the “if-converted” method), unless their effect on net loss per share is anti-dilutive.


	Three months ended September 30,		Nine months ended September 30,
	2023	2022	2023	2022
Outstanding stock options	2,120,555	1,137,738	2,120,555	1,137,738
Outstanding restricted stock units	225,675	206,951	225,675	206,951
2018 Notes	3,489	3,489	3,489	3,489
Employee stock purchase plan	6,310	6,459	6,310	6,459
Series A Convertible Preferred Stock	833,333	—	833,333	—
Series B Convertible Preferred Stock	4,236,570	—	4,236,570	—
Total potentially dilutive securities	7,425,932	1,354,637	7,425,932	1,354,637

License, collaboration and commercial agreements - Genfleet Therapeutics (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Aug. 24, 2023
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Research and development		$ 13,946	$ 11,288			$ 38,854	$ 39,818
Revenue recognized							$ 2,596
Genfleet
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Potential milestone payments								$ 622,000
License and Collaboration Agreement
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Revenue recognized				$ 0	$ 2,600
License and Collaboration Agreement \| Sale of COPIKTRA license and related assets
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Proceeds related to royalties					$ 100
License and Collaboration Agreement \| Genfleet
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Upfront payment	$ 2,000	2,000
Number of days written prior notice required for other party to terminate agreement						90 days
Number of days written notice required to terminate agreement if fails to cure breach						60 days
License and Collaboration Agreement \| Genfleet \| Research and Development Arrangement
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Genfleet R&D Support Fee	$ 1,500
Research and development		$ 100

Leases (Details) - Office and Laboratory Space in Needham, Massachusetts. $ in Millions	Feb. 15, 2018 USD ($) ft²	Apr. 15, 2014 ft²
Leases
Area of space \| ft²	27,810	15,197
Minimum
Leases
Operating lease expense	$ 0.7
Maximum
Leases
Operating lease expense	$ 1.1

Income taxes

9 Months Ended

Sep. 30, 2023

Income taxes

Income taxes

15. Income taxes

The Company did not record a federal or state income tax provision or benefit for the three and nine months ended September 30, 2023 and 2022, respectively, due to the expected loss before income taxes to be incurred for the years ended December 31, 2023 and 2022, as well as the Company’s continued maintenance of a full valuation allowance against its net deferred tax assets.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Accrued expenses (Tables)

9 Months Ended

Sep. 30, 2023

Accrued expenses

Schedule of accrued expenses

Accrued expenses consist of the following (in thousands):


	September 30, 2023		December 31, 2022
Research and development expenses	$	9,054	$	8,535
Compensation and related benefits		3,629		3,844
Professional fees		495		469
Consulting fees		1,304		902
Interest		312		192
Commercialization costs		429		148
Other		1,091		893
Total accrued expenses	$	16,314	$	14,983

Stock-based compensation - Restricted Stock (Details) - Restricted stock units	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Shares
Outstanding at the beginning of the period (in shares) \| shares	172,909
Granted (in shares) \| shares	108,058
Vested (in shares) \| shares	(49,815)
Forfeited/cancelled (in shares) \| shares	(5,477)
Outstanding at the end of the period (in shares) \| shares	225,675
Weighted-average grant date fair value
Outstanding at the beginning of the period (in dollars per share) \| $ / shares	$ 25.82
Granted (in dollars per share) \| $ / shares	10.15
Vested (in dollars per share) \| $ / shares	25.87
Forfeited/cancelled (in dollars per share) \| $ / shares	17.96
Outstanding at the end of the period (in dollars per share) \| $ / shares	$ 18.49

Capital Stock - At-the market equity offering program (Details) - Cantor - At-the-market equity offering program - USD ($) $ in Millions	1 Months Ended	3 Months Ended		9 Months Ended
	Aug. 31, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2022
Class of Stock [Line Items]
Maximum value of common stock allowed to be sold	$ 100.0
Shares issued			1,856,754	1,964,448
Net proceeds from issuance of stock		$ 0.0	$ 25.5	$ 27.4

- 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/exampleRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482987/272-10-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 6: 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 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27)(b))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

+ Details

Capital stock

9 Months Ended

Sep. 30, 2023

Capital stock

Capital stock

11. Capital stock

Under the amended and restated certificate of incorporation, the Company’s board of directors has the authority, without further action by the stockholders, to issue up to 5,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the rights, preferences and privileges of the shares of each wholly unissued series and any qualifications, limitations or restrictions thereon and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding.

June 2023 Public Offering

On June 15, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with RBC Capital Markets, LLC and Cantor Fitzgerald & Co. (“Cantor”), as representatives of several underwriters (the “Underwriters”) to offer 7,181,409 shares of the Company’s common stock, at a price to the public of $9.75 per share, less the underwriting discounts and commissions, and, in lieu of shares of common stock to certain investors, pre-funded warrants to purchase up to an aggregate of 1,538,591 shares of common stock at a price to the public of $9.749 (the “Pre-Funded Warrants”) per Pre-Funded Warrant, which represents the per share public offering price for the shares of common stock less the $0.001 per share exercise price for each such Pre-Funded Warrant (the “June 2023 Offering”). In addition, the Company granted the Underwriters an option to purchase, at the public offering price less any underwriting discounts and commissions, an additional 1,308,000 shares of common stock, exercisable for 30 days from the date of the Underwriting Agreement, which the Underwriters exercised in full on June 16, 2023. The June 2023 Offering closed on June 21, 2023.

The Company may not effect the exercise of any Pre-Funded Warrant, and a holder will not be entitled to exercise any portion of any Pre-Funded Warrant if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates) would exceed 9.99% of the number of

shares of common stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder’s election upon 61 days’ notice to the Company subject to the terms of such Pre-Funded Warrants, provided that such percentage may in no event exceed 19.99%.

Each Pre-Funded Warrant has an exercise price equal to $0.001 per share of common stock. The exercise price and the number of shares of common stock issuable upon exercise of each Pre-Funded Warrant is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common stock as well as upon any distribution of assets, including cash, stock or other property, to the Company’s stockholders. The Pre-Funded Warrants are exercisable as of June 21, 2023, do not expire and are exercisable in cash or by means of a cashless exercise. In addition, upon the consummation of an acquisition (as described in the Pre-Funded Warrant agreements), each Pre-Funded Warrant will automatically be converted into the right of the holder of such Pre-Funded Warrant to receive the kind and amount of securities, cash or other property that such holders would have received had they exercised such Pre-Funded Warrant immediately prior to such acquisition, without regard to any limitations on exercise contained in the Pre-Funded Warrants

The Pre-Funded Warrants cannot require cash settlement, are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable, and do not embody an obligation for the Company to repurchase its common stock shares and permit the holders to receive a fixed number of shares of common stock upon exercise. Additionally, the Pre-Funded Warrants do not provide any guarantee of value or return. Accordingly, the Pre-Funded Warrants are classified as a component of permanent equity. After deducting for commissions and other offering expenses, the Company received net proceeds of approximately $91.4 million from the sale of 8,489,409 shares of common stock and 1,538,591 Pre-Funded Warrants.

Series B Convertible Preferred Stock

On January 24, 2023, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain purchasers pursuant to which the Company agreed to sell and issue to the purchasers in a private placement (the “Private Placement”) up to 2,144,160 shares of its Series B convertible preferred stock, par value $0.0001 per share (the “Series B Convertible Preferred Stock”), in two tranches. On January 24, 2023, the Company filed the Certificate of Designation of the Preferences, Rights and Limitations of the Series B Convertible Preferred Stock (the “Series B Convertible Preferred Stock Certificate of Designation”) setting forth the preferences, rights and limitations of the Series B Convertible Preferred Stock with the Secretary of State of the State of Delaware. The Series B Convertible Preferred Stock Certificate of Designation became effective upon filing.

Each share of the Series B Convertible Preferred Shares is convertible into 3.5305 shares of the Company’s common stock, such conversion rate reflects an adjustment to account for the Reverse Stock Split, at the option of the holders at any time, subject to certain limitations, including that the holder will be prohibited from converting Series B Convertible Preferred Stock into common stock if, as a result of such conversion, the holder, together with its affiliates, would beneficially own a number of shares of common stock above a conversion blocker, which is initially set at 9.99% (the “Conversion Blocker”) of the total common stock then issued and outstanding immediately following the conversion of such shares of Series B Convertible Preferred Stock. Holders of the Series B Convertible Preferred Stock are permitted to increase the Conversion Blocker to an amount not to exceed 19.99% upon 60 days’ notice.

The Company agreed to sell and issue in the first tranche of the Private Placement 1,200,000 shares of Series B Convertible Preferred Stock at a purchase price of $25.00 per share of Series B Convertible Preferred Stock (equivalent to $7.0812 per share of common stock on a post-Reverse Stock Split basis). The first tranche of the Private Placement closed on January 27, 2023. The Company received gross proceeds from the first tranche of the Private Placement of approximately $30.0 million, before deducting fees to the placement agent and other offering expenses payable by the Company (“Series B Convertible Preferred Stock Proceeds”).

In addition, the Company agreed to sell and issue in the second tranche of the Private Placement 944,160 shares of Series B Convertible Preferred Stock at a purchase price of $31.77 per share of Series B Convertible Preferred Stock (equivalent to $9.00 per share of common stock on a post-Reverse Stock Split basis) if at any time within 18 months following the closing of the first tranche the 10-day volume weighted average price of the Company’s common stock (as

quoted on Nasdaq and as calculated by Bloomberg) should reach at least $13.50 per share, such threshold reflects an adjustment to account for the Reverse Stock Split (which may be further adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction as needed) with aggregate trading volume during the same 10-day period of at least $25 million (the “Second Tranche Right”). The second tranche of the Private Placement is expected to close within seven trading days of meeting the second tranche conditions and will be subject to additional, customary closing conditions. If the Second Tranche Right conditions are satisfied, the Company anticipates receiving gross proceeds from the second tranche of the Private Placement of approximately $30.0 million, before deducting fees to the placement agent and other offering expenses payable by the Company.

The Series B Convertible Preferred Stock ranks (i) senior to the common stock; (ii) senior to all other classes and series of equity securities of the Company that by their terms do not rank senior to the Series B Convertible Preferred Stock; (iii) senior to all shares of the Company’s Series A Convertible Preferred Stock the equity securities described in (i)-(iii), the “Junior Stock”); (iv) on parity with any class or series of capital stock of the Company hereafter created specifically ranking by its terms on parity with the Series B Convertible Preferred Stock (the “Parity Stock”); (v) junior to any class or series of capital stock of the Company hereafter created specifically ranking by its terms senior to any Series B Convertible Preferred Stock (“Senior Stock”); and (vi) junior to all of the Company’s existing and future debt obligations, including convertible or exchangeable debt securities, in each case, as to distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntarily or involuntarily and as to the right to receive dividends.

In the event of the liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Company, and subject to the prior and superior rights of any Senior Stock, each holder of shares of Series B Convertible Preferred Stock will be entitled to receive, in preference to any distributions of any of the assets or surplus funds of the Company to the holders of the common stock and any of the Company’s securities that are Junior Stock and pari passu with any distribution to the holders of any Parity Stock, an amount equal to $1.00 per share of Series B Convertible Preferred Stock, plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of the common stock or any of our securities that Junior Stock.

So long as any shares of the Series B Convertible Preferred Stock remain outstanding, the Company cannot without the affirmative vote or consent of the holders of majority of the shares of the Series B Convertible Preferred Stock then-outstanding, in which the holders of the Series B Convertible Preferred Stock vote separately as a class: (a) amend, alter, modify or repeal (whether by merger, consolidation or otherwise) the Series B Convertible Preferred Stock Certificate of Designation, the Company’s certificate of incorporation, or the Company’s bylaws in any manner that adversely affects the rights, preferences, privileges or the restrictions provided for the benefit of, the Series B Convertible Preferred Stock; (b) issue further shares of Series B Convertible Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series B Convertible Preferred Stock; (c) authorize or issue any Senior Stock; or (d) enter into any agreement to do any of the foregoing that is not expressly made conditional on obtaining the affirmative vote or written consent of the majority of then-outstanding Series B Convertible Preferred Stock. Holders of Series B Convertible Preferred Stock are entitled to receive when, as and if dividends are declared and paid on the common stock, an equivalent dividend, calculated on an as-converted basis. Shares of Series B Convertible Preferred Stock are otherwise not entitled to dividends.

The Company classified the first tranche of the Series B Convertible Preferred Stock as temporary equity in the condensed consolidated balance sheets as the Company could be required to redeem the Series B Convertible Preferred Stock if the Company cannot convert the Series B Convertible Preferred Stock into shares of common stock for any reason including due to any applicable laws or by the rules or regulations of any stock exchange, interdealer quotation system, or other self-regulatory organization with jurisdiction over the Company which is not solely in the control of the Company. If the Company were required to redeem the Series B Convertible Preferred Stock, it would be based upon the volume-weighted-average price of common stock on an as converted basis on the date the holders provided a conversion notice to the Company. As of September 30, 2023, the Company did not adjust the carrying value of the Series B Convertible Preferred Stock since it was not probable the holders would be unable to convert the Series B Convertible Preferred Stock into shares of common stock due to any reason including due to any applicable laws or by the rules or

regulations of any stock exchange, interdealer quotation system, or other self-regulatory organization with jurisdiction over the Company.

The Company evaluated the Second Tranche Right under ASC 480 and determined that it met the requirements for separate accounting from the initial issuance of Series B Convertible Preferred Stock as a freestanding financial instrument. The Company then determined the Second Tranche Right should be liability classified pursuant to ASC 480. As a result, the Company classified the Second Tranche Right as a non-current liability within the condensed consolidated balance sheets and the Second Tranche Right was initially recorded at fair value and is subsequently re-measured at fair value at the end of each reporting period. The fair value of the Second Tranche Right on the date of issuance was determined to be $6.9 million based on a Monte-Carlo valuation and the Company allocated $6.9 million of the Series B Convertible Preferred Stock Proceeds to this liability and recorded this amount as preferred stock tranche liability. On September 30, 2023, the fair value of the Second Tranche Right was determined to be $7.3 million, and the Company recorded this amount as preferred stock tranche liability on the condensed consolidated balance sheets. The Company recorded the mark-to-market adjustment of $0.2 million and $0.3 million, for the three and nine months ended September 30, 2023, respectively, under change in fair value of preferred stock tranche liability within the condensed consolidated statements of operations and loss.

The Company determined that all other features of the securities offered pursuant to the Securities Purchase Agreement were clearly and closely associated with the equity host and did not require bifurcation or the fair value of the feature was immaterial to the Company's condensed consolidated financial statements. The Company reassesses the features on a quarterly basis to determine if they require separate accounting. There have been no changes to the Company’s original assessment through September 30, 2023.

Series A Convertible Preferred Stock

On November 4, 2022, the Company entered into an exchange agreement (the “Exchange Agreement”) with Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value Trading Fund OS LP and MSI BVF SPV, LLC (collectively referred to as “BVF”), pursuant to which BVF exchanged 833,333 shares of the Company’s common stock (as adjusted to account for the Reverse Stock Split) for 1,000,000 shares of newly designated Series A convertible preferred stock, par value $0.0001 per share (the “Series A Convertible Preferred Stock”) (the “Exchange”).

Each share of the Series A Convertible Preferred Stock is convertible into 0.833 shares of the Company’s common stock (as adjusted to account for the Reverse Stock Split) at the option of the holder at any time, subject to certain limitations, including that the holder will be prohibited from converting Preferred Stock into common stock if, as a result of such conversion, the holder, together with its affiliates, would beneficially own a number of shares of common stock above a conversion blocker, which is initially set at 9.99% (the “Conversion Blocker”) of the total common stock then issued and outstanding immediately following the conversion of such shares of Preferred Stock. Holders of the Series A Preferred Stock are permitted to increase the Conversion Blocker to an amount not to exceed 19.99% upon 60 days’ notice.

Shares of Series A Convertible Preferred Stock generally have no voting rights, except as required by law and except that the consent of a majority of the holders of the outstanding Series A Convertible Preferred Stock will be required to amend the terms of the Series A Convertible Preferred Stock. In the event of the Company’s liquidation, dissolution or winding up, holders of Series A Convertible Preferred Stock will participate pari passu with any distribution of proceeds to holders of common stock. Holders of Series A Preferred Stock are entitled to receive when, as and if dividends are declared and paid on the common stock, an equivalent dividend, calculated on an as-converted basis. Shares of Series A Convertible Preferred Stock are otherwise not entitled to dividends.

The Series A Convertible Preferred Stock (i) senior to any class or series of capital stock of the Company hereafter created specifically ranking by its terms junior to the Series A Convertible Preferred Stock; (ii) on parity with the common stock and any class or series of capital stock of the Company created specifically ranking by its terms on parity with the Series A Convertible Preferred Stock; and (iii) junior to the Series B Convertible Preferred Stock and to any class or series of capital stock of the Company created specifically ranking by its terms senior to any Series A Convertible Preferred

Stock, in each case, as to distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntarily or involuntarily.

At-the-market equity offering program

In August 2021, the Company entered into a sales agreement with Cantor pursuant to which the Company can offer and sell up to $100.0 million of its common stock at the current market prices from time to time through Cantor as sales agent (the “August 2021 ATM”). During the three and nine months ended September 30, 2022, the Company sold 1,856,754 shares and 1,964,448 shares (each as adjusted to account for the Reverse Stock Split), respectively, under the August 2021 ATM for net proceeds of approximately $25.5 million and $27.4 million, respectively, (after deducting commissions and other offering expenses). There were no sales under the August 2021 ATM for the three and nine months ended September 30, 2023.

- 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
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

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

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Fair value of financial instruments (Tables)

9 Months Ended

Sep. 30, 2023

Fair value of financial instruments

Schedule of financial instruments measured at fair value on a recurring basis

The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis (in thousands):


	September 30, 2023
Description	Total		Level 1		Level 2		Level 3
Financial assets
Cash equivalents	$	93,777	$	76,842	$	16,935	$	—
Short-term investments		70,677		11,876		58,801		—
Total financial assets	$	164,454	$	88,718	$	75,736	$	—
Preferred stock tranche liability	$	7,260	$	—	$	—	$	7,260


	December 31, 2022
Description	Total		Level 1		Level 2		Level 3
Financial assets
Cash equivalents	$	73,613	$	72,617	$	996	$	—
Short-term investments		12,961		—		12,961		—
Total financial assets	$	86,574	$	72,617	$	13,957	$	—

Schedule of derivative liability reconciliation


	September 30, 2023		January 24, 2023
Risk-free interest rate	5.46-5.61	%	4.41-4.84	%
Volatility	100	%	90	%
Dividend yield	—		—
Remaining term (years)	0.8		1.5

Schedule of reconciliation of derivative liability


January 1, 2023	$	—
Fair value recognized upon entering into Securities Purchase Agreement		6,940
Fair value adjustment		320
September 30, 2023	$	7,260

Accrued expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Accrued expenses
Research and development expenses	$ 9,054	$ 8,535
Compensation and related benefits	3,629	3,844
Professional fees	495	469
Consulting fees	1,304	902
Interest	312	192
Commercialization costs	429	148
Other	1,091	893
Total accrued expenses	$ 16,314	$ 14,983

Investments (Tables)

9 Months Ended

Sep. 30, 2023

Investments

Schedule of cash, cash equivalents and investments

Cash, cash equivalents, restricted cash and investments consist of the following (in thousands):


	September 30, 2023
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Cash, cash equivalents & restricted cash:
Cash and money market accounts	$	79,832	$	—	$	—	$	79,832
Corporate bonds, agency bonds and commercial paper (due within 90 days)		16,933		2		—		16,935
Total cash, cash equivalents & restricted cash:	$	96,765	$	2	$	—	$	96,767
Investments:
Corporate bonds, agency bonds and commercial paper (due within 1 year)		70,630		48		(1)		70,677
Total investments	$	70,630	$	48	$	(1)	$	70,677
Total cash, cash equivalents, restricted cash and investments	$	167,395	$	50	$	(1)	$	167,444


	December 31, 2022
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Cash, cash equivalents & restricted cash:
Cash and money market accounts	$	74,794	$	—	$	—	$	74,794
Corporate bonds, agency bonds and commercial paper (due within 90 days)		995		—	$	—		995
Total cash, cash equivalents & restricted cash:	$	75,789	$	—	$	—	$	75,789
Investments:
Corporate bonds, agency bonds and commercial paper (due within 1 year)	$	12,961	$	2	$	(2)	$	12,961
Total investments	$	12,961	$	2	$	(2)	$	12,961
Total cash, cash equivalents, restricted cash and investments	$	88,750	$	2	$	(2)	$	88,750

Convertible Senior Notes - Schedule of Notes Carrying Value (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Convertible Notes
Debt, carrying value	$ 40,000		$ 40,000		$ 25,000
Amortization of debt discount and issuance costs	(60)	$ (57)	(175)	$ (121)
2018 Notes principle balance
Convertible Notes
Debt, carrying value	300		300		300
Amortization of debt discount and issuance costs			(3)		(25)
Convertible senior notes	$ 297		$ 297		$ 275

- 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 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69C

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69F
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69F

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Nature of business (Details) - USD ($) $ in Thousands	Mar. 25, 2022	Sep. 30, 2023	Dec. 31, 2022
Nature of business
Cash, cash equivalents, and investments		$ 165,700
Accumulated deficit		$ 797,522	$ 737,523
Term loan
Nature of business
Issuance of debt	$ 25,000

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Stock-based compensation - Employee Stock Purchase Plan (Details) $ in Thousands		9 Months Ended
	Jun. 21, 2019 item	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)
Assumptions used to estimate fair value of each stock-based award on the grant date
Proceeds from the exercise of stock options and employee stock purchase program		$ 57	$ 282
Employee Stock purchase plan
Stock-based compensation
Percent of common stock at market price to be purchased	85.00%
Number of vesting periods \| item	2
Vesting period	6 months
Assumptions used to estimate fair value of each stock-based award on the grant date
Risk-free interest rate (as a percent)		5.16%	1.56%
Volatility (as a percent)		126.00%	77.00%
Dividend yield (as a percent)		0.00%	0.00%
Expected term (years)		6 months	6 months
Issuance of common stock under ESPP \| shares		14,270
Proceeds from the exercise of stock options and employee stock purchase program		$ 100
Employee Stock purchase plan \| Maximum
Assumptions used to estimate fair value of each stock-based award on the grant date
Stock-based compensation expense		$ 100	$ 100

Convertible Senior Notes (Details) $ / shares in Units, $ in Thousands			3 Months Ended			9 Months Ended
	Nov. 06, 2020 USD ($)	Oct. 17, 2018 USD ($) D $ / shares	Sep. 30, 2023 USD ($) $ / shares	Sep. 30, 2022 USD ($)	Dec. 31, 2019 USD ($)	Sep. 30, 2023 USD ($) $ / shares	Sep. 30, 2022 USD ($)	Nov. 30, 2023	Dec. 31, 2022 USD ($)	Mar. 31, 2020 USD ($)
Convertible Notes
Common stock, par value (in dollars per share) \| $ / shares			$ 0.0001			$ 0.0001
Initial conversion rate		11.6314
Percentage price of principal amount to be purchased plus accrued and unpaid interest			100.00%			100.00%
Other Nonoperating Income (Expenses)			$ (13)	$ 20		$ (60)	$ 54
Notes outstanding			39,911			39,911			$ 24,526
Debt, carrying value			$ 40,000			$ 40,000			25,000
2018 Notes principle balance
Convertible Notes
Aggregate principal amount		$ 150,000
Interest rate (as a percent)		5.00%	5.00%			5.00%		15.65%
Net proceeds		$ 145,300
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001
Percentage of stock price trigger for conversion		130.00%
Trading days \| D		20
Consecutive trading days \| D		30
Debt, carrying value			$ 300			$ 300			$ 300
2019 Notes
Convertible Notes
Debt Conversion, Original Debt, Amount					$ 121,700
Debt Conversion, Converted Instrument, Amount					66,900
Repayments of Convertible Debt					$ 12,100
Interest rate (as a percent)					5.00%
Debt, carrying value										$ 0
2018 Notes, net
Convertible Notes
Aggregate principal amount	$ 28,000
Debt Conversion, Converted Instrument, Amount	$ 28,000
Interest rate (as a percent)	5.00%

Investments (Details) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
Investments (Details) $ in Thousands	Sep. 30, 2023 USD ($) item	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) item	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) item
Schedule of Investments [Line Items]
Cash, cash equivalents & restricted cash, Amortized Cost	$ 94,986		$ 94,986		$ 74,933
Total cash, cash equivalents, restricted cash and investments, Gross Unrealized Gains	50		50		2
Total cash, cash equivalents, restricted cash and investments, Gross Unrealized Losses	(1)		(1)		$ (2)
Total cash, cash equivalents, restricted cash and investments, Fair Value	165,700		165,700
Accrued interest receivable	100		100
Realized gains or losses on investments	$ 0	$ 0	$ 0	$ 0
Number of investments in unrealized loss position \| item	1		1		2
Number of investments in unrealized loss position for more than 12 months \| item					0
Fair value less than 12 months					$ 6,000
Amortized Cost
Schedule of Investments [Line Items]
Total cash, cash equivalents, restricted cash and investments, Amortized Cost	$ 167,395		$ 167,395		88,750
Total
Schedule of Investments [Line Items]
Total cash, cash equivalents, restricted cash and investments, Fair Value	167,444		$ 167,444		$ 88,750
Corporate bonds, agency bonds and commercial paper (due within 90 days)
Schedule of Investments [Line Items]
Original maturity period, cash and cash equivalents			90 days		90 days
Gross Unrealized Gains	2		$ 2
Corporate bonds, agency bonds and commercial paper (due within 90 days) \| Amortized Cost
Schedule of Investments [Line Items]
Cash, cash equivalents & restricted cash, Amortized Cost	16,933		16,933
Corporate bonds, agency bonds and commercial paper (due within 90 days) \| Total
Schedule of Investments [Line Items]
Cash, cash equivalents & restricted cash, Fair Value	16,935		16,935
Corporate bonds, agency bonds and commercial paper (due within 1 year)
Schedule of Investments [Line Items]
Maturity period, investments					1 year
Gross Unrealized Gains	48		48		$ 2
Gross Unrealized Losses	(1)		(1)		(2)
Corporate bonds, agency bonds and commercial paper (due within 1 year) \| Amortized Cost
Schedule of Investments [Line Items]
Due within 1 year, Amortized Cost	70,630		70,630		12,961
Corporate bonds, agency bonds and commercial paper (due within 1 year) \| Total
Schedule of Investments [Line Items]
Due within 1 year, Fair Value	70,677		70,677		12,961
Investments.
Schedule of Investments [Line Items]
Gross Unrealized Gains	48		48		2
Gross Unrealized Losses	(1)		(1)		(2)
Investments. \| Amortized Cost
Schedule of Investments [Line Items]
Investments, Amortized Cost	70,630		70,630		12,961
Investments. \| Total
Schedule of Investments [Line Items]
Investments, Fair Value	70,677		70,677		12,961
Cash and money market accounts. \| Amortized Cost
Schedule of Investments [Line Items]
Cash, cash equivalents & restricted cash, Amortized Cost	79,832		79,832		74,794
Cash and money market accounts. \| Total
Schedule of Investments [Line Items]
Cash, cash equivalents & restricted cash, Fair Value	79,832		79,832		74,794
Corporate bonds, agency bonds and commercial paper \| Amortized Cost
Schedule of Investments [Line Items]
Cash, cash equivalents & restricted cash, Amortized Cost					995
Corporate bonds, agency bonds and commercial paper \| Total
Schedule of Investments [Line Items]
Cash, cash equivalents & restricted cash, Fair Value					995
Cash, cash equivalents & restricted cash
Schedule of Investments [Line Items]
Total cash, cash equivalents, restricted cash and investments, Gross Unrealized Gains	2		2
Cash, cash equivalents & restricted cash \| Amortized Cost
Schedule of Investments [Line Items]
Cash, cash equivalents & restricted cash, Amortized Cost					75,789
Total cash, cash equivalents, restricted cash and investments, Amortized Cost	96,765		96,765
Cash, cash equivalents & restricted cash \| Total
Schedule of Investments [Line Items]
Cash, cash equivalents & restricted cash, Fair Value					$ 75,789
Total cash, cash equivalents, restricted cash and investments, Fair Value	$ 96,767		$ 96,767

Subsequent events

9 Months Ended

Sep. 30, 2023

Subsequent events.

Subsequent events

17. Subsequent events

The Company reviews all activity subsequent to the end of the quarter but prior to issuance of the condensed consolidated financial statements for events that could require disclosure or that could impact the carrying value of assets or liabilities as of the balance sheet date. The Company is not aware of any material subsequent events.

Long-term debt (Details) - USD ($) $ in Millions	Mar. 22, 2023	Mar. 25, 2022
Loan Agreement
Long-term debt
Financial covenants		$ 0.0
Accrued interest rate		5.00%
Term loan
Long-term debt
Aggregate principal amount		$ 150.0
Issuance of debt		25.0
Current borrowing capacity		$ 125.0
Percentage of final prepayment fee		5.00%
Additional interest rate in an event of default		0.50%
Term loan \| Secured Overnight Financing Rate
Long-term debt
Interest rate		7.37%
Basis spread		0.13%
Term loan \| If prepaid on or before the first anniversary
Long-term debt
Percentage of final prepayment fee		3.00%
Term loan \| If prepaid after the first anniversary and on or before the second anniversary
Long-term debt
Percentage of final prepayment fee		2.00%
Term loan \| If prepaid after the second anniversary
Long-term debt
Percentage of final prepayment fee		1.00%
Term B Loan
Long-term debt
Aggregate principal amount	$ 15.0	$ 15.0
Regulatory milestone payments		35.0
Minimum unrestricted cash proceeds from sale or issuance of equity securities	$ 50.0	$ 50.0
Debt instrument period to draw loan, Minimum		60 days
Term C Loan
Long-term debt
Aggregate principal amount		$ 25.0
Debt instrument period to draw loan, Minimum		60 days
Term D Loan
Long-term debt
Aggregate principal amount		$ 35.0
Debt instrument period to draw loan, Minimum		30 days
Gross product revenue to be achieved		$ 50.0
Term E Loan
Long-term debt
Aggregate principal amount		$ 50.0

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended				9 Months Ended
	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue:
Total revenue						$ 2,596
Operating expenses:
Research and development	$ 13,946		$ 11,288		$ 38,854	39,818
Selling, general and administrative	7,363		6,421		22,091	18,869
Total operating expenses	21,309		17,709		60,945	58,687
Loss from operations	(21,309)		(17,709)		(60,945)	(56,091)
Other income (expense)	(13)		20		(60)	54
Interest income	2,247		316		4,345	446
Interest expense	(1,129)		(717)		(3,019)	(1,413)
Change in fair value of preferred stock tranche liability	200				(320)
Net loss	$ (20,004)	$ (15,714)	$ (18,090)	$ (16,962)	$ (59,999)	$ (57,004)
Net loss per share-basic	$ (0.75)		$ (1.10)		$ (2.93)	$ (3.60)
Net loss per share-diluted		$ (0.08)		$ (0.09)
Weighted average common shares outstanding used in computing net loss per share - basic	26,790		16,430		20,452	15,834
Weighted average common shares outstanding used in computing net loss per share - diluted		200,679		186,264
Net Income (Loss)	$ (20,004)	$ (15,714)	$ (18,090)	$ (16,962)	$ (59,999)	$ (57,004)
Unrealized gain (loss) on available-for-sale securities	48	$ 6	91	$ (147)	49	(73)
Comprehensive loss	$ (19,956)		$ (17,999)		$ (59,950)	$ (57,077)

Fair value of financial instruments - Financial Instruments Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Financial assets
Preferred stock tranche liability	$ 7,260
Level 3
Financial assets
Preferred stock tranche liability	7,260
Recurring basis
Financial assets
Cash equivalents	93,777	$ 73,613
Short-term investments	70,677	12,961
Total financial assets	164,454	86,574
Preferred stock tranche liability	7,260
Recurring basis \| Level 1
Financial assets
Cash equivalents	76,842	72,617
Short-term investments	11,876
Total financial assets	88,718	72,617
Recurring basis \| Level 2
Financial assets
Cash equivalents	16,935	996
Short-term investments	58,801	12,961
Total financial assets	75,736	$ 13,957
Recurring basis \| Level 3
Financial assets
Preferred stock tranche liability	$ 7,260

Debt

9 Months Ended

Sep. 30, 2023

Long-term debt

Debt

7. Debt

On March 25, 2022 (the “Closing Date”), the Company entered into a loan and security agreement (the “Loan Agreement”) with Oxford, as collateral agent and a lender, and Oxford Finance Credit Fund III LP, as a lender (“OFCF III” and together with Oxford, the “Lenders”), pursuant to which the Lenders have agreed to lend the Company up to an aggregate principal amount of $150.0 million in a series of term loans (the “Term Loans”).

Pursuant to the Loan Agreement, the Company received an initial Term Loan of $25.0 million on the Closing Date and may borrow an additional $125.0 million of Term Loans at its option upon the satisfaction of certain conditions as follows:

$15.0 million (the “Term B Loan”), when the Company has either (a) received the Regulatory Milestone Payment (as defined in the Secura APA) from Secura of $35.0 million which is due upon receipt of regulatory approval of COPIKTRA in the United States for the treatment of peripheral T-cell lymphoma (“PTCL”) or (b) received at least $50.0 million in unrestricted cash proceeds from the sale or issuance of equity securities after the Closing Date (the “Term B Milestones”). The Company may draw the Term B Loan within 60 days after the occurrence of one of the Term B Milestones, but no later than March 31, 2023.

ii.

$25.0 million (the “Term C Loan”), when the Company has received accelerated or full approval from the FDA of avutometinib for the treatment of LGSOC (the “Term C Milestone”). The Company may draw the Term C Loan within 60 days after the occurrence of the Term C Milestone, but no later than March 31, 2024.

iii.

$35.0 million (the “Term D Loan”), when the Company has achieved at least $50.0 million in gross product revenue calculated on a trailing six-month basis (the “Term D Milestone”). The Company may draw the Term D Loan within 30 days after the occurrence of the Term D Milestone, but no later than March 31, 2025.

iv.

$50.0 million (the “Term E Loan”), at the sole discretion of the Lenders.

On March 22, 2023, the Company drew down the $15.0 million Term B Loan, having received at least $50.0 million in unrestricted cash proceeds from the sale or issuance of equity securities.

The Term Loans bear interest at a floating rate equal to (a) the greater of (i) the one-month CME Secured Overnight Financing Rate and (ii) 0.13% plus (b) 7.37%, which is subject to an overall floor and cap. Interest is payable monthly in arrears on the first calendar day of each calendar month. As a result of the Term B Loan drawdown, beginning (i) April 1, 2025, or (ii) April 1, 2026, if either (A) avutometinib has received FDA approval for the treatment of LGSOC or (B) COPIKTRA has received FDA approval for the treatment of PTCL, the Company shall repay the Term Loans in consecutive equal monthly payments of principal, together with applicable interest, in arrears. All unpaid principal and accrued and unpaid interest with respect to each Term Loan is due and payable in full on March 1, 2027.

The Company is required to make a final payment of 5.0% of the original principal amount of the Term Loans that are drawn, payable at maturity or upon any earlier acceleration or prepayment of the Term Loans (the “Final Payment Fee”). The Company may prepay all, but not less than all, of the Term Loans, subject to a prepayment fee equal to (i) 3.0% of the principal amount of the applicable Term Loan if prepaid on or before the first anniversary date of the funding date of such Term Loan, (ii) 2.0% of the principal amount of the applicable Term Loan if prepaid after the first anniversary and on or before the second anniversary of the funding date of such Term Loan, and (iii) 1.0% of the principal amount of the applicable Term Loan if prepaid after the second anniversary of the applicable funding date of such Term Loan. All Term Loans are subject to a facility fee of 0.5% of the principal amount.

The Loan Agreement contains no financial covenants. The Loan Agreement includes customary events of default, including, among others, payment defaults, breach of representations and warrants, covenant defaults, judgment defaults, insolvency and bankruptcy defaults, and a material adverse change. The occurrence of an event of default could result in the acceleration of the obligations under the Loan Agreement, termination of the Term Loan commitments and the right to foreclose on the collateral securing the obligations. During the existence of an event of default, the Term Loans will accrue interest at a rate per annum equal to 5.0% above the otherwise applicable interest rate.

In connection with the Loan Agreement, the Company granted Oxford a security interest in all of the Company’s personal property now owned or hereafter acquired, excluding intellectual property (but including the right to payments and proceeds of intellectual property), and a negative pledge on intellectual property.

The Company assessed all terms and features of the Loan Agreement in order to identify any potential embedded features that would require bifurcation. As part of this analysis, the Company assessed the economic characteristics and risks of the Loan Agreement, including put and call features. The Company determined that all features of the Loan Agreement were clearly and closely associated with a debt host and did not require bifurcation as a derivative liability, or the fair value of the feature was immaterial to the Company's financial statements. The Company

reassesses the features on a quarterly basis to determine if they require separate accounting. There have been no changes to the Company’s assessment through September 30, 2023.

The debt issuance costs and the Final Payment Fee have been recorded as a debt discount which are being accreted to interest expense through the maturity date of the Term Loan using the effective interest method. The components of the carrying value of the debt as of September 30, 2023, and December 31, 2022, are detailed below (in thousands):


	September 30, 2023		December 31, 2022
Principal loan balance	$	40,000	$	25,000
Final Payment Fee		539		225
Debt issuance costs, net of accretion		(628)		(699)
Long-term debt, net of discount	$	39,911	$	24,526

The following table sets forth total interest expense for the three and nine month periods ended September 30, 2023 and 2022:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Contractual Interest	$	950	$	587	$	2,529	$	1,143
Amortization of debt discount and issuance costs		60		57		175		121
Amortization of Final Payment Fee		119		73		315		149
Total	$	1,129	$	717	$	3,019	$	1,413

As of September 30, 2023, future principal payments due are as follows (in thousands):


2023		—
2024		—
2025		15,000
2026		20,000
2027		5,000
Total principal payments	$	40,000

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

License, collaboration and commercial agreements (Tables)

9 Months Ended

Sep. 30, 2023

License, collaboration and commercial agreements

Schedule of contract assets

The following table presents changes in the Company’s contract asset for the nine months ended September 30, 2023 (in thousands):


Contract Asset:	December 31, 2022		Additions		Reclassification to receivable		September 30, 2023
Contract asset - Secura	$	96	$	—	$	(54)	$	42
Total	$	96	$	—	$	(54)	$	42

License, collaboration and commercial agreements - Secura - Contract asset (Details) - License and Collaboration Agreement $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Balance at the beginning of period	$ 96
Reclassification to receivable	(54)
Balance at the end of period	42
Secura
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Balance at the beginning of period	96
Reclassification to receivable	(54)
Balance at the end of period	$ 42

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (20,004)	$ (24,281)	$ (15,714)	$ (18,090)	$ (21,952)	$ (16,962)	$ (59,999)	$ (57,004)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-28

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Notes Payable (Details) - AFCO - USD ($) $ in Millions	1 Months Ended
Notes Payable (Details) - AFCO - USD ($) $ in Millions	Feb. 28, 2023	Sep. 30, 2023
Short-Term Debt [Line Items]
Aggregate principal amount	$ 1.4
Interest rate (as a percent)	7.40%
Monthly payments	$ 0.1
Note Payable		$ 0.1